VANSTAR CORP, S-4/A, 1996-08-22

VANSTAR CORP
S-4/A, 1996-08-22
COMPUTER INTEGRATED SYSTEMS DESIGN

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As filed with the Securities and Exchange Commission on August 22, 1996

Registration No. 333-10023
- --------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------

PRE-EFFECTIVE AMENDMENT NO. 1
TO

FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
----------------------
VANSTAR CORPORATION
(Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S><C>
DELAWARE 7373 94-2376431
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
----------------------

5964 WEST LAS POSITAS BOULEVARD
PLEASANTON, CALIFORNIA 94588
(510) 734-4000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
----------------------
WILLIAM Y. TAUSCHER
CHAIRMAN OF THE BOARD
VANSTAR CORPORATION
5964 WEST LAS POSITAS BOULEVARD
PLEASANTON, CALIFORNIA 94588
(510) 734-4000
(Name, address, including zip code, and telephone number
including area code, of agent for service)
----------------------
WITH COPIES TO:
STANLEY R. HULLER, ESQ. H. CHRISTOPHER COVINGTON, ESQ.
ARTER & HADDEN VANSTAR CORPORATION
1717 MAIN STREET, SUITE 4100 5964 W. LAS POSITAS BLVD.
DALLAS, TEXAS 75201 PLEASANTON, CALIFORNIA 94588-9012
(214) 761-2100 (510) 734-4000
----------------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE
PUBLIC: As soon as practicable after this Registration Statement becomes
effective and upon the effective time of the proposed merger (the "Merger") of
each of Mentor Technologies, Inc., an Ohio corporation ("Mentor") and
Cybernetics Tutor, Inc., an Ohio corporation ("Cybernetics") with and into VST
Midwest, Inc., a wholly owned subsidiary of the Registrant ("VST"), as described
in the Agreement and Plan of Merger (the "Merger Agreement") dated June 3, 1996
between the Registrant, VST, Mentor, Cybernetics and Mentor Technologies, Ltd.,
a limited partnership held jointly by Mentor and Cybernetics (the "Partnership")
attached as Appendix A to the Joint Proxy Statement/Prospectus forming a part of
this Registration Statement.
----------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box: / /

----------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

- --------------------------------------------------------------------------------

<PAGE>

CROSS REFERENCE SHEET

PURSUANT TO REGULATION S-K, ITEM 501(b),
SHOWING LOCATION OF INFORMATION REQUIRED BY ITEMS OF FORM S-4

FORM S-4 LOCATION OR CAPTION IN
ITEM NUMBER AND CAPTION JOINT PROXY STATEMENT/PROSPECT0US

A. INFORMATION ABOUT THE TRANSACTION
<S> <C>
1. Forepart of Registration Statement and Outside
Front Cover Page of Prospectus. . . . . . . . . Forepart of the Registration Statement;
Outside Front Cover Page

2. Inside Front and Outside Back Cover Pages of
Prospectus. . . . . . . . . . . . . . . . . . . Table of Contents; Available Information

3. Risk Factors, Ratio of Earnings to Fixed
Charges, and Other Information. . . . . . . . . Summary; Risk Factors; Proposal I: The
Merger; Information Concerning Vanstar;
Information Concerning Mentor, Cybernetics
and the Partnership

4. Terms of the Transaction. . . . . . . . . . . . Summary; Background and Reasons for the
Merger; Recommendations of the Boards of
Directors of Mentor and Cybernetics;
Proposal I: The Merger; Description of
Vanstar Capital Stock

5. Pro Forma Financial Information . . . . . . . . *

6. Material Contacts with the Company Being
Acquired . . . . . . . . . . . . . . . . . . . Background and Reasons for the Merger;
Recommendations of the Boards of Directors
of Mentor and Cybernetics; Proposal I: The
Merger

7. Additional Information Required for Reoffering
by Persons and Parties Deemed to be
Underwriters. . . . . . . . . . . . . . . . . . *

8. Interests of Named Experts and Counsel. . . . . *

9. Disclosure of Commission Position on Indemni-
fication for Securities Act Liabilities . . . . Comparison of Rights of Holders of Shares of
Vanstar Common Stock with Holders of Each
of Mentor Common Stock and Cybernetics
Common Stock

B. INFORMATION ABOUT THE REGISTRANT

10. Information with Respect to S(3 Registrants). . *

11. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . . . . *

12. Information With Respect to S-2 or S-3
Registrants . . . . . . . . . . . . . . . . . . *

13. Incorporation of Certain Information by
Reference . . . . . . . . . . . . . . . . . . . *

<PAGE>

FORM S-4 LOCATION OR CAPTION IN
ITEM NUMBER AND CAPTION JOINT PROXY STATEMENT/PROSPECT0US

14. Information With Respect to Registrants Other
Than S-2 or S-3 Registrants . . . . . . . . . . Available Information; Summary; Risk
Factors; Background and Reasons for the
Merger; Recommendations of the Boards of
Directors of Mentor and Cybernetics;
Information Concerning Vanstar; Description
of Vanstar Capital Stock; Index to Financial
Statements

C. INFORMATION ABOUT THE COMPANY BEING
ACQUIRED

15. Information With Respect to S-3 Companies . . . *

16. Information With Respect to S-2 or S-3
Companies . . . . . . . . . . . . . . . . . . . *

17. Information With Respect to Companies Other
Than S-2 or S-3 Companies . . . . . . . . . . . Summary; The Mentor Meeting; The
Cybernetics Meeting, Background and
Reasons for the Merger; Recommendations of
the Boards of Directors of Mentor and
Cybernetics; Proposal I: The Merger;
Information Concerning Mentor, Cybernetics
and the Partnership; Index to Financial
Statements

D. VOTING AND MANAGEMENT INFORMATION

18. Information if Proxies, Consents or
Authorizations Are to be Solicited. . . . . . . Outside Front Cover Page; Available
Information; The Mentor Meeting; The
Cybernetics Meeting; Background and
Reasons for the Merger; Recommendations of
the Boards of Directors of Mentor and
Cybernetics; Proposal I: The Merger;
Information Concerning Mentor, Cybernetics
and the Partnership; Proposal II: Other
Matters

19. Information if Proxies, Consents or Authoriza-
tions Are Not to be Solicited, or in an
Exchange Offer. . . . . . . . . . . . . . . . . *

</TABLE>

- ---------------
*Not applicable or answer is in the negative.

<PAGE>

[MENTOR TECHNOLOGIES, INC. LETTERHEAD]

August 22, 1996

Dear Shareholder:

You are cordially invited to attend the special meeting of the
shareholders (the "Special Meeting") of MENTOR TECHNOLOGIES, INC., an Ohio
corporation ("Mentor"), which will be held on September 3, 1996 at 9:00 a.m.,
local time, at Porter, Wright, Morris & Arthur, 41 S. High St., Columbus,
Ohio 43215.

At this important Special Meeting, you will be asked to consider and vote
upon a proposal to approve an Amended and Restated Agreement and Plan of Merger
dated as of June 3, 1996 (the "Merger Agreement"), among Vanstar Corporation, a
Delaware corporation ("Vanstar"), VST Midwest, Inc., a Delaware corporation and
wholly owned subsidiary of Vanstar ("VST"), Mentor, Cybernetics Tutor, Inc., an
Ohio corporation ("Cybernetics"), and Mentor Technologies, Ltd. an Ohio limited
partnership held jointly by Mentor and Cybernetics ("Partnership"), pursuant to
which, among other things, each of Mentor and Cybernetics will simultaneously
merge with and into VST (the "Merger"). If the Merger Agreement is approved and
the Merger is consummated, each outstanding share of common stock, no par value
per share of Mentor ("Mentor Common Stock") will be converted into the right to
receive between 50.9001 and 59.3834 shares of common stock, par value $.001 per
share of Vanstar ("Vanstar Common Stock"). Any fractional shares otherwise
issuable to a shareholder of Mentor as a result of the Merger will be paid in
cash. The exact number of shares of Vanstar Common Stock to be exchanged for
each share of Mentor Common Stock is not currently calculable and can be
determined only by reference to the average closing price of the Vanstar Common
Stock during the calculation period preceding consummation of the Merger
Agreement. Please see "Proposal I: The Merger - Terms of the Merger --
Conversion of Shares" in the accompanying Joint Proxy Statement/Prospectus.

Pursuant to the Merger Agreement, an aggregate of 9% of the shares of
Vanstar Common Stock issuable in connection therewith will be held in escrow for
a period of up to six months after the closing of the transactions contemplated
by the Merger Agreement to satisfy certain indemnification obligations of
Mentor, Cybernetics and the Partnership to Vanstar. Any shares of Vanstar
Common Stock remaining at the termination of the escrow will be distributed
pursuant to the terms of the Merger Agreement.

DETAILS OF THE PROPOSED MERGER AND THE MERGER AGREEMENT ARE SET FORTH IN
THE ACCOMPANYING JOINT PROXY STATEMENT/PROSPECTUS WHICH YOU ARE URGED TO
CAREFULLY REVIEW. A COPY OF THE MERGER AGREEMENT IS ATTACHED TO THE JOINT PROXY
STATEMENT/PROSPECTUS AS APPENDIX A.

AT THE DIRECTORS' MEETING HELD TO CONSIDER THE PROPOSED MERGER AND THE
RELATED MERGER AGREEMENT, THE DIRECTORS OF MENTOR CAREFULLY CONSIDERED AND
UNANIMOUSLY APPROVED THE TERMS OF THE MERGER AS BEING IN THE BEST INTERESTS OF
MENTOR AND ITS SHAREHOLDERS. THE MENTOR BOARD OF DIRECTORS RECOMMENDS THAT THE
SHAREHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT.

Pursuant to the Ohio General Corporation Law ("OGCL"), holders of Mentor
Common Stock who vote against the Merger and comply with the detailed provisions
contained in Section 1701.85 of the OGCL will be entitled to dissent from the
Merger and seek payment of the fair value of their shares of Mentor Common
Stock. Because an executed Proxy Card will be voted "FOR" the Merger unless
otherwise specified, a shareholder returning a signed but unmarked Proxy Card
will waive his or her right to dissent from the Merger. A copy of Section
1701.85 of the OGCL is reproduced as APPENDIX B to the attached Joint Proxy
Statement/Prospectus. Mentor shareholders wishing to dissent from the Merger
should read such materials carefully.

<PAGE>

YOUR VOTE IS IMPORTANT. The Board encourages you to be represented in
person or by proxy at the Special Meeting regardless of the number of shares of
Mentor Common Stock you own. Whether or not you plan on attending the Special
Meeting, please complete, sign, date, and return the enclosed Proxy Card
promptly. This action will not limit your right to vote in person at the
Special Meeting if you wish to do so. SIGNED BUT UNMARKED PROXY CARDS RETURNED
BY SHAREHOLDERS OF MENTOR WILL BE DEEMED TO BE A VOTE FOR THE APPROVAL OF THE
MERGER AGREEMENT AND THE MERGER.

Please DO NOT send your share certificates with your Proxy Card. After
approval of the Merger Agreement and the Merger by the shareholders of Mentor
and satisfaction of all other conditions to the Merger you will receive a Letter
of Transmittal and instructions for the surrender and exchange of your shares.

Should you require assistance in completing your Proxy Card or if you have
any questions about the voting procedure or the accompanying Joint Proxy
Statement/Prospectus, please feel free to contact Mentor at 500 W. Wilson Bridge
Road, Suite 130, Worthington, Ohio 43085 (telephone (614) 841-7400).

Very truly yours,

Joseph H. Oshins
PRESIDENT

<PAGE>

MENTOR TECHNOLOGIES, INC.
500 W. WILSON BRIDGE ROAD, SUITE 130
WORTHINGTON, OHIO 43085
---------------------------------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 3, 1996

TO THE SHAREHOLDERS OF MENTOR TECHNOLOGIES, INC.:

NOTICE IS HEREBY GIVEN that a Special Meeting (together with any adjournments or
postponements thereof, the "Special Meeting") of the shareholders of Mentor
Technologies, Inc., an Ohio corporation ("Mentor"), will be held at Porter,
Wright, Morris & Arthur, 41 S. High St., Columbus, Ohio 43215, on September 3,
1996 at 9:00 a.m., local time, for the following purposes, as more fully
described in the accompanying Joint Proxy Statement/Prospectus:

1. To consider and vote upon a proposal to approve and adopt an Amended
and Restated Agreement and Plan of Merger dated as of June 3, 1996
(the "Merger Agreement") among Vanstar Corporation, a Delaware
corporation ("Vanstar"), VST Midwest, Inc., a Delaware corporation and
wholly owned subsidiary of Vanstar ("VST"), Mentor, Cybernetics Tutor,
Inc., an Ohio corporation ("Cybernetics"), and Mentor Technologies,
Ltd., an Ohio limited partnership held jointly by Mentor and
Cybernetics ("Partnership"), pursuant to which, among other things,
(a) Mentor will merge with and into VST (the "Merger") and (b) each
outstanding share of common stock, no par value per share of Mentor
("Mentor Common Stock"), will be converted into the right to receive
between 50.9001 and 59.3834 shares of common stock, par value $.001
per share, of Vanstar (the "Vanstar Common Stock"). Any fractional
shares otherwise issuable to a Mentor shareholder as a result of the
Merger will be paid in cash. An aggregate of 9% of the shares of
Vanstar Common Stock issuable in connection with the Merger will be
held in escrow for a period of up to six months after the closing of
the transactions contemplated by the Merger Agreement to satisfy
certain indemnification obligations of Mentor and Cybernetics to
Vanstar. Any shares of Vanstar Common Stock remaining at the
termination of the escrow will be distributed pursuant to the terms of
the Merger Agreement.

2. To transact such other business as may properly come before the
Special Meeting.

The Board of Directors of Mentor has unanimously approved the Merger
proposal and has determined that the Merger is fair to, and in the best
interests of, Mentor and its shareholders. Accordingly, the Mentor Board
unanimously recommends that you vote FOR approval of the Merger Agreement.

THE MERGER AGREEMENT PROVIDES FOR THE SIMULTANEOUS MERGER OF EACH OF MENTOR
AND CYBERNETICS WITH AND INTO VST. AS A RESULT, THE MERGER MUST BE SEPARATELY
APPROVED BY THE SHAREHOLDERS OF EACH OF MENTOR AND CYBERNETICS.

The Board of Directors has fixed the close of business on August 21,
1996 as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Special Meeting. Pursuant to the Joint Proxy
Statement/Prospectus, Mentor is seeking the affirmative vote of the holders
of shares representing ninety percent (90%) of the outstanding voting power
of Mentor Common Stock to approve the Merger Agreement. Joseph H. Oshins,
Linda Oshins, and Norman L. Traeger, the holders of approximately 82% of the
Mentor Common Stock, have contractually agreed to vote in favor of the Merger
Agreement and the Merger.

YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING JOINT PROXY
STATEMENT/PROSPECTUS.

<PAGE>

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED MENTOR PROXY CARD AND RETURN IT IN THE ACCOMPANYING
ENVELOPE. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTE AT THE SPECIAL
MEETING BY FOLLOWING THE PROCEDURES SET FORTH IN THE JOINT PROXY
STATEMENT/PROSPECTUS.

By Order of the Board of Directors,

Joseph H. Oshins
PRESIDENT

WORTHINGTON, OHIO
August 22, 1996

<PAGE>

[CYBERNETICS TUTOR, INC. LETTERHEAD]

August 22, 1996

Dear Shareholder:

You are cordially invited to attend the special meeting of the
shareholders (the "Special Meeting") of CYBERNETICS TUTOR, INC., an Ohio
corporation ("Cybernetics"), which will be held on September 3, 1996 at 10:00
a.m., local time, at Porter, Wright, Morris & Arthur, 41 S. High St.,
Columbus, Ohio 43215.

At this important Special Meeting, you will be asked to consider and vote
upon a proposal to approve an Amended and Restated Agreement and Plan of Merger
dated as of June 3, 1996 (the "Merger Agreement"), among Vanstar Corporation, a
Delaware corporation ("Vanstar"), VST Midwest, Inc., a Delaware corporation and
wholly owned subsidiary of Vanstar ("VST"), Mentor Technologies, Inc., an Ohio
corporation ("Mentor"), Cybernetics, and Mentor Technologies, Ltd. an Ohio
limited partnership held jointly by Mentor and Cybernetics ("Partnership"),
pursuant to which, among other things, each of Mentor and Cybernetics will
simultaneously merge with and into VST (the "Merger"). If the Merger Agreement
is approved and the Merger is consummated, each outstanding share of common
stock, no par value per share of Cybernetics ("Cybernetics Common Stock") will
be converted into the right to receive between 12.8993 and 15.0492 shares of
common stock, par value $.001 per share of Vanstar ("Vanstar Common Stock").
Any fractional shares otherwise issuable to a Cybernetics Shareholder as a
result of the Merger will be paid in cash. The exact number of shares of
Vanstar Common Stock to be exchanged for each share of Cybernetics Common Stock
is not currently calculable and can be determined only by reference to the
average closing price of the Vanstar Common Stock during the calculation period
preceding consummation of the Merger Agreement. Please see "Proposal I: The
Merger - Terms of the Merger -- Conversion of Shares" in the accompanying Joint
Proxy Statement/Prospectus.

AT THE DIRECTORS' MEETING HELD TO CONSIDER THE PROPOSED MERGER AND THE
RELATED MERGER AGREEMENT, THE DIRECTORS OF CYBERNETICS CAREFULLY CONSIDERED AND
UNANIMOUSLY APPROVED THE TERMS OF THE MERGER AS BEING IN THE BEST INTERESTS OF
CYBERNETICS AND ITS SHAREHOLDERS. THE CYBERNETICS BOARD OF DIRECTORS RECOMMENDS
THAT THE SHAREHOLDERS VOTE FOR APPROVAL OF THE MERGER AGREEMENT.

Pursuant to the Ohio General Corporation Law ("OGCL"), holders of
Cybernetics Common Stock who vote against the Merger and comply with the
detailed provisions contained in Section 1701.85 of the OGCL will be entitled
to dissent from the Merger and seek payment of the fair value of their shares
of Cybernetics Common Stock. Because an executed Proxy Card will be voted
"FOR" the Merger unless otherwise specified, a shareholder returning a signed
but unmarked Proxy Card will waive his or her right to dissent from the
Merger. A copy of

<PAGE>

Section 1701.85 of the OGCL is reproduced as APPENDIX B to the attached Joint
Proxy Statement/Prospectus. Cybernetics shareholders wishing to dissent from
the Merger should read such materials carefully.

YOUR VOTE IS IMPORTANT. The Board encourages you to be represented in
person or by proxy at the Special Meeting regardless of the number of shares of
Cybernetics Common Stock you own. Whether or not you plan on attending the
Special Meeting, please complete, sign, date, and return the enclosed Proxy Card
promptly. This action will not limit your right to vote in person at the
Special Meeting if you wish to do so. SIGNED BUT UNMARKED PROXY CARDS RETURNED
BY SHAREHOLDERS OF CYBERNETICS WILL BE DEEMED TO BE A VOTE FOR THE APPROVAL OF
THE MERGER AGREEMENT AND THE MERGER.

Please DO NOT send your share certificates with your Proxy Card. After
approval of the Merger Agreement and the Merger by the shareholders of
Cybernetics and satisfaction of all other conditions to the Merger you will
receive a Letter of Transmittal and instructions for the surrender and exchange
of your shares.

Should you require assistance in completing your Proxy Card or if you have
any questions about the voting procedure or the accompanying Joint Proxy
Statement/Prospectus, please feel free to contact Cybernetics at 500 W. Wilson
Bridge Road, Suite 130, Worthington, Ohio 43085, (telephone (614) 841-7400).

Very truly yours,

Joseph H. Oshins
PRESIDENT

<PAGE>

CYBERNETICS TUTOR, INC.
500 W. WILSON BRIDGE ROAD, SUITE 130
WORTHINGTON, OHIO 43085
---------------------------------------

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD SEPTEMBER 3, 1996

TO THE SHAREHOLDERS OF CYBERNETICS TUTOR, INC.:

NOTICE IS HEREBY GIVEN that a Special Meeting (together with any adjournments
or postponements thereof, the "Special Meeting") of the shareholders of
Cybernetics Tutor, Inc., an Ohio corporation ("Cybernetics"), will be held at
Porter, Wright, Morris & Arthur, 41 S. High St., Columbus, Ohio 43215, on
September 3, 1996 at 10:00 a.m., local time, for the following purposes, as
more fully described in the accompanying Joint Proxy Statement/Prospectus:

1. To consider and vote upon a proposal to approve and adopt an Amended
and Restated Agreement and Plan of Merger dated as of June 3, 1996
(the "Merger Agreement") among Vanstar Corporation, a Delaware
corporation ("Vanstar"), VST Midwest, Inc., a Delaware corporation and
wholly owned subsidiary of Vanstar ("VST"), Mentor Technologies, Inc.,
an Ohio corporation ("Mentor"), Cybernetics and Mentor Technologies,
Ltd., an Ohio limited partnership held jointly by Mentor and
Cybernetics ("Partnership"), pursuant to which, among other things,
(a) Cybernetics will merge with and into VST (the "Merger") and (b)
each outstanding share of common stock, no par value per share of
Cybernetics ("Cybernetics Common Stock"), will be converted into the
right to receive between 12.8993 and 15.0492 shares of common stock,
par value $.001 per share, of Vanstar ("Vanstar Common Stock"). Any
fractional shares otherwise issuable to a Cybernetics shareholder as a
result of the Merger will be paid in cash. An aggregate of 9% of the
shares of Vanstar Common Stock issuable in connection with the Merger
will be held in escrow for a period of up to six months after the
closing of the transactions contemplated by the Merger Agreement to
satisfy certain indemnification obligations of Mentor and Cybernetics
to Vanstar. Any shares of Vanstar Common Stock remaining at the
termination of the escrow will be distributed pursuant to the terms of
the Merger Agreement.

2. To transact such other business as may properly come before the
Special Meeting.

The Board of Directors of Cybernetics has unanimously approved the Merger
proposal and has determined that the Merger is fair to, and in the best
interests of, Cybernetics and its shareholders. Accordingly, the Cybernetics
Board unanimously recommends that you vote FOR approval of the Merger Agreement.

The Board of Directors has fixed the close of business on August 21,
1996 as the record date for the determination of shareholders entitled to
notice of, and to vote at, the Special Meeting. Pursuant to the Joint Proxy
Statement/Prospectus, Cybernetics is seeking the affirmative vote of the
holders of shares representing ninety percent (90%) of the outstanding voting
power of Cybernetics Common Stock to approve the Merger Agreement. Joseph H.
Oshins, Linda Oshins and Norman L. Traeger, the holders of approximately 16%
of the Cybernetics Common Stock, have contractually agreed to vote in favor
of the Merger Agreement and the Merger.

YOUR ATTENTION IS DIRECTED TO THE ACCOMPANYING JOINT PROXY STATEMENT/
PROSPECTUS.

<PAGE>

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE,
SIGN AND DATE THE ENCLOSED CYBERNETICS PROXY CARD AND RETURN IT IN THE
ACCOMPANYING ENVELOPE. THE PROXY MAY BE REVOKED AT ANY TIME PRIOR TO THE VOTE
AT THE SPECIAL MEETING BY FOLLOWING THE PROCEDURES SET FORTH IN THE JOINT PROXY
STATEMENT/PROSPECTUS.

By Order of the Board of Directors,

Joseph H. Oshins
PRESIDENT

WORTHINGTON, OHIO
August 22, 1996

<PAGE>

INFORMATION CONTAINED IN THIS JOINT PROXY STATEMENT/PROSPECTUS IS SUBJECT TO
COMPLETION OR AMENDMENT WITHOUT NOTICE. THESE SECURITIES MAY NOT BE SOLD NOR
MAY AN OFFER TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS JOINT PROXY STATEMENT/PROSPECTUS DOES NOT CONSTITUTE
AN OFFER TO SELL OR THE SOLICIATATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY
SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE
WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES
LAWS OF ANY STATE.

SUBJECT TO COMPLETION - DATED AUGUST 22, 1996

---------------------

JOINT PROXY STATEMENT

FOR
MENTOR TECHNOLOGIES, INC. CYBERNETICS TUTOR, INC.
500 W. Wilson Bridge Road, Suite 130 500 W. Wilson Bridge Road, Suite 130
Worthington, Ohio 43085 Worthington, Ohio 43085
Special Meeting of Shareholders Special Meeting of Shareholders
To be Held on September 3, 1996 To be Held on September 3, 1996
---------------------

PROSPECTUS

VANSTAR CORPORATION

UP TO 350,000 SHARES OF COMMON STOCK
---------------------

This Joint Proxy Statement/Prospectus and the accompanying forms of
proxy are being furnished in connection with the solicitation of proxies by
(1) the Board of Directors of Mentor Technologies, Inc., an Ohio corporation
("Mentor"), to be used at a Special Meeting of shareholders of Mentor to be
held on September 3, 1996 (the "Mentor Meeting") and any adjournments or
postponements thereof for the purposes set forth herein and in the
accompanying Notice of Special Meeting and (2) the Board of Directors of
Cybernetics Tutor, Inc., an Ohio corporation ("Cybernetics"), to be used at a
Special Meeting of shareholders of Cybernetics to be held on September 3,
1996 (the "Cybernetics Meeting") and at any adjournments or postponements
thereof for the purposes set forth herein and in the accompanying Notice of
Special Meeting. The Mentor Meeting and the Cybernetics Meeting are
collectively referred to herein as the "Meetings."

This Joint Proxy Statement/Prospectus also constitutes the Prospectus of
Vanstar Corporation, a Delaware corporation ("Vanstar") with respect to (1) a
maximum of 332,500 shares of common stock $.001 par value per share of Vanstar
("Vanstar Common Stock") to be issued in connection with the merger (the
"Merger") of each of Mentor and Cybernetics with and into VST Midwest, Inc., a
Delaware corporation and wholly owned subsidiary of Vanstar ("VST") in exchange
for all of the outstanding shares of Mentor common stock, no par value per share
(the "Mentor Common Stock"), and Cybernetics common stock, no par value per
share (the "Cybernetics Common Stock"), outstanding as of the effective time of
the Merger and (2) a maximum of 17,500 shares issuable to a certain creditor of
Mentor Technologies, Ltd., an Ohio limited partnership held jointly by Mentor
and Cybernetics (the "Partnership") in complete satisfaction and cancellation of
the indebtedness owed thereby, in each case subject to the terms of the Amended
and Restated Agreement and Plan of Merger dated as of June 3, 1996 (the "Merger
Agreement"), among Vanstar, VST, Mentor, Cybernetics and the Partnership.
Pursuant to the terms of the Merger Agreement, (1) each outstanding share of
Mentor Common Stock will be converted into the right to receive between 50.9001
and 59.3834 shares of Vanstar Common Stock and (2) each outstanding share of
Cybernetics Common Stock will be converted into the right to receive between
12.8993 and 15.0492 shares of Vanstar Common Stock, with the precise exchange
ratio based upon the average of the last reported sale price of a share of
Vanstar Common Stock as reported on the New York Stock Exchange, Inc. ("NYSE")
during the five trading days immediately preceding two days before the
consummation of the Merger (the "Market Value"). Any fractional shares
resulting from the Merger will be paid in cash.

Shares of Vanstar Common Stock are currently listed on the NYSE under the
symbol "VST." On August 20, 1996, the reported closing sale price of a share of
Vanstar Common Stock on the NYSE was $19.50. See "Information Concerning
Vanstar - Dividends on and Market Prices of Vanstar Common Stock."

This Joint Proxy Statement/Prospectus and the related Notice of Special
Meeting and forms of proxy are first being mailed on or about August 22,
1996, to shareholders of record of each of Mentor and Cybernetics at the
close of business on August 21, 1996 (the "Record Date"). There were 3,586
shares of Mentor Common Stock and 7,944 shares of Cybernetics Common Stock,
respectively, outstanding at the close of business on the Record Date. Only
shareholders of record on the Record Date will be entitled to notice of, and
to vote at, the Meetings.

THE INFORMATION CONTAINED HEREIN WITH RESPECT TO THE MERGER IS QUALIFIED BY
REFERENCE TO THE MERGER AGREEMENT ATTACHED AS APPENDIX A HERETO AND INCORPORATED
HEREIN BY REFERENCE.

SEE "RISK FACTORS" BEGINNING ON PAGE 13 FOR A DISCUSSION OF CERTAIN
IMPORTANT FACTORS THAT SHOULD BE CONSIDERED IN ADDITION TO THE OTHER INFORMATION
HEREIN, BEFORE VOTING UPON THE MERGER AT THE MEETINGS.

THE SECURITIES TO BE ISSUED PURSUANT TO THIS JOINT PROXY STATEMENT/
PROSPECTUS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
JOINT PROXY STATEMENT/PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

THE DATE OF THIS JOINT PROXY STATEMENT/PROSPECTUS IS AUGUST 22, 1996.

<PAGE>

TABLE OF CONTENTS
PAGE
----
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . iii
"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995 . . . . . . . . . . . . . . . . . . . . . iii
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
The Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
The Merger. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Summary Historical Financial Data . . . . . . . . . . . . . . . . . . . 9
Comparative Market Price Data . . . . . . . . . . . . . . . . . . . . . 10
Comparative Per Share Data. . . . . . . . . . . . . . . . . . . . . . . 11
Certain Significant Considerations. . . . . . . . . . . . . . . . . . . 12
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
THE MENTOR MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Time, Place and Date. . . . . . . . . . . . . . . . . . . . . . . . . . 19
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Record Date; Voting Rights. . . . . . . . . . . . . . . . . . . . . . . 19
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Solicitation of Proxies and Expenses. . . . . . . . . . . . . . . . . . 20
Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
THE CYBERNETICS MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Time, Place and Date. . . . . . . . . . . . . . . . . . . . . . . . . . 20
Purpose . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Record Date; Voting Rights. . . . . . . . . . . . . . . . . . . . . . . 21
Vote Required . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Solicitation of Proxies and Expenses. . . . . . . . . . . . . . . . . . 21
Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
BACKGROUND AND REASONS FOR THE MERGER;
RECOMMENDATIONS OF THE BOARDS OF DIRECTORS OF MENTOR AND CYBERNETICS . 22
Background of the Merger. . . . . . . . . . . . . . . . . . . . . . . . 22
Mentor's Reasons for the Merger; Recommendations of Directors of
Mentor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Cybernetics Reasons for the Merger; Recommendations of the Board of
Directors of Cybernetics . . . . . . . . . . . . . . . . . . . . . 24
Vanstar's Reasons for the Merger. . . . . . . . . . . . . . . . . . . . 25
PROPOSAL I: THE MERGER. . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Overview. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Terms of the Merger . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Voting Agreement. . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Non-Competition Agreement . . . . . . . . . . . . . . . . . . . . . . . 34
Transferability of Vanstar Common Stock . . . . . . . . . . . . . . . . 34
Accounting Treatment. . . . . . . . . . . . . . . . . . . . . . . . . . 34
Certain Federal Income Tax Consequences Applicable to Shareholders of
Mentor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Certain Federal Income Tax Consequences Applicable to Shareholders of
Cybernetics. . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Dissenters' Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Interested Parties. . . . . . . . . . . . . . . . . . . . . . . . . . . 37
INFORMATION CONCERNING VANSTAR . . . . . . . . . . . . . . . . . . . . . . . 38
The Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Recent Developments . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Dividends on and Market Prices of Vanstar Common Stock. . . . . . . . . 46
Selected Consolidated Financial Information . . . . . . . . . . . . . . 47
Management's Discussion and Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . . . . . . . . . 48

<PAGE>

Management. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Security Ownership of Principal Stockholders and Management . . . . . . 61
Certain Transactions. . . . . . . . . . . . . . . . . . . . . . . . . . 64
DESCRIPTION OF VANSTAR CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . 65
INFORMATION CONCERNING MENTOR, CYBERNETICS AND THE PARTNERSHIP . . . . . . . 66
Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Dividends on and Market Prices of Mentor Common Stock and Cybernetics
Common Stock . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
Management's Discussion and Analysis of Financial Condition and
Results of Operations. . . . . . . . . . . . . . . . . . . . . . . 68
Security Ownership of Certain Beneficial Owners and Management. . . . . 71
COMPARISON OF RIGHTS OF HOLDERS OF SHARES OF VANSTAR COMMON STOCK
WITH RIGHTS OF HOLDERS OF EACH OF MENTOR COMMON STOCK AND
CYBERNETICS COMMON STOCK. . . . . . . . . . . . . . . . . . . . . . . . . 71
Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
Business Combinations . . . . . . . . . . . . . . . . . . . . . . . . . 72
Dissenters' Rights. . . . . . . . . . . . . . . . . . . . . . . . . . . 72
State Takeover Statutes . . . . . . . . . . . . . . . . . . . . . . . . 73
Amendments to Certificate of Incorporation. . . . . . . . . . . . . . . 75
Amendments to Bylaws/Code of Regulations. . . . . . . . . . . . . . . . 75
Preemptive Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Dividend Sources. . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Duration of Proxies . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Stockholder Action Without a Meeting. . . . . . . . . . . . . . . . . . 76
Special Stockholder Meetings. . . . . . . . . . . . . . . . . . . . . . 77
Cumulative Voting . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Number and Election of Directors. . . . . . . . . . . . . . . . . . . . 77
Removal of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . 78
Vacancies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79
Indemnification of Directors and Officers . . . . . . . . . . . . . . . 79
Limitation of Personal Liability of Directors . . . . . . . . . . . . . 81
PROPOSAL II: OTHER MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 81
CERTAIN LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82
INDEX TO FINANCIAL STATEMENTS. . . . . . . . . . . . . . . . . . . . . . . . F-1

APPENDICES

Appendix A - Amended and Restated Agreement and Plan of Merger (without
exhibits)
Appendix B - Section 1701.85 of the Ohio General Corporation Law
Appendix C - Escrow Agreement

<PAGE>

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS JOINT PROXY
STATEMENT/PROSPECTUS IN CONNECTION WITH THE SOLICITATION OF PROXIES OR THE
OFFERING OF SECURITIES MADE HEREBY AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY VANSTAR,
MENTOR, CYBERNETICS, THE PARTNERSHIP OR ANY OTHER PERSON. THIS JOINT PROXY
STATEMENT/PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES, OR THE SOLICITATION OF A PROXY, IN ANY
JURISDICTION TO OR FROM ANY PERSON TO WHOM IT IS NOT LAWFUL TO MAKE ANY SUCH
OFFER OR SOLICITATION IN SUCH JURISDICTION. NEITHER THE DELIVERY OF THIS JOINT
PROXY STATEMENT/PROSPECTUS NOR ANY DISTRIBUTION OF SECURITIES HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE AFFAIRS OF VANSTAR, MENTOR, CYBERNETICS OR THE PARTNERSHIP SINCE THE DATE
HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO
ITS DATE.

AVAILABLE INFORMATION

Vanstar is subject to the informational reporting requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information
with the Securities and Exchange Commission (the "Commission"). The reports,
proxy statements and other information filed by Vanstar with the Commission
can be inspected and copied at the public reference facilities maintained by
the Commission at Judiciary Plaza, Room 1024, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the regional offices of the Commission at 7
World Trade Center, New York, New York 10048, and Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. In addition, such
materials filed electronically by the Company with the Commission are
available at the Commission's World Wide Web Site at http:www.sec.gov.
Vanstar Common Stock is listed on the NYSE and copies of Vanstar's reports,
proxy statements and other information may also be requested at the office of
such exchange, 20 Broad Street, New York, New York 10005.

Vanstar has filed with the Commission a Registration Statement on Form S-4
(together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act of 1933, as amended (the "Securities Act"),
which includes the joint proxy statement of Mentor and Cybernetics with respect
to the Merger and the prospectus of Vanstar with respect to the shares of
Vanstar Common Stock to be issued pursuant to the Merger Agreement. As
permitted by the rules and regulations of the Commission, this Joint Proxy
Statement/Prospectus does not contain all of the information set forth in the
Registration Statement. Copies of the Registration Statement are available from
the Commission upon payment of certain fees prescribed by the Commission.
Statements contained in this Joint Proxy Statement/Prospectus as to the contents
of any contract or other document referred to herein are not necessarily
complete. In each instance, reference is hereby made to the copy of such
contract or other document filed as an exhibit to the Registration Statement or
such other document and each such statement is qualified in all respects by such
reference.

All information contained in this Joint Proxy Statement/Prospectus
regarding Mentor, Cybernetics or the Partnership has been supplied by the
Partnership, information regarding the Merger proposal has been supplied by the
Partnership and/or Vanstar and all other information has been supplied by
Vanstar.

The term "Vanstar" when used in this Joint Proxy Statement/Prospectus shall
mean Vanstar Corporation and its subsidiaries through which it conducts
business, unless the context indicates otherwise. Vanstar is a registered
trademark of Vanstar Corporation. This Joint Proxy Statement/Prospectus also
includes trademarks of other companies.

"SAFE HARBOR" STATEMENT UNDER THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995

With the exception of historical information, the matters discussed in this
Joint Proxy Statement/Prospectus include forward looking statements that involve
risks and uncertainties. Among the risks and uncertainties to which Vanstar is
subject are the risks inherent in Vanstar's substantial indebtedness, the fact
that Vanstar is indebted primarily to a single creditor, Vanstar's relationship
to and business dealings with and with regard to Merisel FAB, Inc., the risks
associated with managing Vanstar's inventory in light of product life cycles and
technological change, Vanstar's relationship with its significant customers,
intense price competition in Vanstar's markets and Vanstar's dependence upon its
key vendors. As a result, the actual results realized by Vanstar could differ
materially from the statements made herein. Recipients of this Joint Proxy
Statement/Prospectus are cautioned not to place undue reliance on the forward
looking statements made in this Joint Proxy Statement/Prospectus.

iii

<PAGE>

SUMMARY

THE FOLLOWING IS A SUMMARY OF CERTAIN INFORMATION CONTAINED ELSEWHERE IN
THIS JOINT PROXY STATEMENT/PROSPECTUS. THE SUMMARY DOES NOT PURPORT TO BE
COMPLETE AND IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION AND
CONSOLIDATED FINANCIAL STATEMENTS (AND NOTES THERETO) CONTAINED IN THIS JOINT
PROXY STATEMENT/PROSPECTUS AND THE APPENDICES HERETO, ALL OF WHICH SHOULD BE
CAREFULLY REVIEWED. CROSS-REFERENCES IN THIS SUMMARY REFER TO INDICATED
CAPTIONS OR PORTIONS OF THIS JOINT PROXY STATEMENT/PROSPECTUS.

THE PARTIES

VANSTAR

Vanstar Corporation, a Delaware corporation ("Vanstar"), is a leading
provider of services and products designed to build and manage personal computer
("PC") network infrastructures, primarily for Fortune 1000 companies and other
large enterprises. Vanstar provides customized, integrated solutions for its
customers' network infrastructure needs by combining a comprehensive offering of
value-added services with its expertise in sourcing and distributing PCs,
network products, computer peripherals and software from a variety of vendors.
These integrated solutions are designed to support the customers' PC network
infrastructure throughout its life cycle. Vanstar refers to these solutions as
"Life Cycle Services." Life Cycle Services include design and consulting,
deployment, operation and support, and enhancement and migration.

Large organizations are becoming increasingly dependent on information
technology to compete effectively in today's global markets. The decision-
making process that organizations face when planning, selecting and implementing
information technology solutions is growing more complex, and, as a result, many
organizations are outsourcing the management and support of their PC network
infrastructure needs. Vanstar believes that its customers require increasingly
sophisticated PC network systems and support infrastructures. Vanstar seeks to
satisfy these requirements while seeking to minimize its customers' internal
staff requirements and systems development risk. Vanstar enhances the delivery
of its services and products with proprietary automated systems, such as the
Vanstar Navigator and proprietary process methodologies, such as Horizon, to
analyze, design and manage its customers' PC network infrastructures better.
Vanstar's goal through the use of these systems and methodologies is to reduce
the labor component of PC life cycle management and thereby increase efficiency,
reduce costs and make systems more reliable and easier to use. Vanstar's
service and product offerings are developed, delivered and managed by a
technical force of over 3,100 employees nationwide, including a rapidly
expanding systems engineering force, which grew from approximately 200
professionals in March 1994 to over 950 as of June 1996.

The principal executive offices of Vanstar are located at 5964 West Las
Positas Boulevard, Pleasanton, California 94588 and its telephone number is
(510) 734-4000.

MENTOR, CYBERNETICS AND THE PARTNERSHIP

Mentor Technologies, Inc., an Ohio corporation ("Mentor"), is the corporate
general partner of Mentor Technologies, Ltd., an Ohio limited partnership
("Partnership") and holds, as its only asset, the sole general partnership
interest in the Partnership, representing approximately 64.0448% of the
Partnership interests therein. Cybernetics Tutor, Inc., an Ohio corporation
("Cybernetics") was organized in June 1996 to succeed to the limited partnership
interests of each of the limited partners of the Partnership (the "Limited
Partner Conversion"). As a result, Cybernetics holds, as its only asset, the
sole limited partnership interest in the Partnership, representing approximately
35.9552% of the Partnership interests therein.

The Partnership designs, develops and implements instructional programs to
educate and familiarize individuals with computers and computer software. The
interactive learning system developed by the Partnership utilizes individual
work stations, carefully programmed instructions and direct instructor
supervision designed to

1
<PAGE>

enhance opportunities for individual advancement. The Partnership has
historically focused its marketing efforts on three areas: training for
widely used "off the shelf" programs such as Lotus-Registered Trademark-,
Windows-Registered Trademark- and Word Perfect-Registered Trademark-;
specialized training for organizations; and technical training for
information systems professionals. In some instances, software manufacturers
have designated the Partnership as an approved training company for their
particular software products. The Partnership's individual student
instruction takes place at five locations throughout Ohio.

During the fiscal year ended December 31, 1995, the Partnership trained
approximately 10,000 students in individual instruction programs and 12,000
students from a total of 200 companies with which it had signed instruction
agreements.

The principal executive offices of each of Mentor, Cybernetics and the
Partnership is located at 500 W. Wilson Bridge Road, Suite 130, Worthington,
Ohio 43085 and their telephone number is (614) 841-7400.

THE MEETINGS

INTRODUCTION

Effective June 3, 1996, authorized representatives of Vanstar, VST Midwest,
Inc., a wholly-owned subsidiary of Vanstar ("VST"), Mentor, Cybernetics and the
Partnership executed an Amended and Restated Agreement and Plan of Merger (the
"Merger Agreement") which provides for, among other things, the simultaneous
merger of Mentor and Cybernetics with and into VST (the "Merger") upon
satisfaction (or waiver where permissible) of the conditions precedent to the
Merger, including the approval of the requisite vote of the shareholders of each
of Mentor and Cybernetics, as more specifically set forth in the Merger
Agreement attached as APPENDIX A hereto. Pursuant to the terms of the Merger
Agreement, the Merger requires the approval of the holders of at least ninety
percent (90%) of the voting power of each of Mentor and Cybernetics.

MENTOR MEETING

TIME, PLACE AND DATE. A Special Meeting of Shareholders of Mentor (the
"Mentor Meeting") is scheduled to be held on September 3, 1996 at
Porter, Wright, Morris & Arthur, 41 S. High St., Columbus, Ohio 43215,
commencing at 9:00 a.m. local time.

RECORD DATE; SHARES ENTITLED TO VOTE. Holders of record of Mentor common
stock, no par value per share ("Mentor Common Stock"), at the close of business
on August 21, 1996 (the "Mentor Record Date") will be entitled to
notice of, and to vote at, the Mentor Meeting. At the close of business on the
Mentor Record Date, 3,586 shares of Mentor Common Stock were issued and
outstanding. Each outstanding share of Mentor Common Stock is entitled to one
vote with respect to each matter to be voted on at the Mentor Meeting.

PURPOSE. At the Mentor Meeting, the shareholders of Mentor will consider
and vote upon a proposal to approve and adopt the Merger Agreement, pursuant to
which, among other things, Mentor and Cybernetics will be simultaneously merged
with and into VST. In addition, at the Mentor Meeting, the Mentor shareholders
may consider and vote upon such other business as may properly come before the
Mentor Meeting or any adjournment or postponement thereof. See "The Mentor
Meeting - Proxies" for information regarding the revocability of Mentor proxies.

VOTE REQUIRED. The presence at the Mentor Meeting, in person or by proxy,
of the holders of a majority of the issued and outstanding shares of Mentor
Common Stock constitutes a quorum for the transaction of business. Pursuant to
the terms of the Merger Agreement, the Merger must be approved by the holders of
at least ninety percent (90%) of the issued and outstanding shares of Mentor
Common Stock. Because approval of the Merger requires a supermajority of all of
the issued and outstanding shares of Mentor Common Stock, abstentions will have
the effect of a vote "against" the Merger. The percentage of currently
outstanding shares of Mentor Common Stock

2
<PAGE>

entitled to vote held by directors, executive officers and their affiliates
is 82%, or 2,950 shares of Mentor Common Stock. As of the Mentor Record
Date, Joseph H. Oshins, the President of Mentor, Linda Oshins and Norman L.
Traeger (collectively, the "Consenting Shareholders") collectively held
record ownership of approximately 82% or 2,950 shares of the Mentor Common
Stock outstanding as of such date. Pursuant to a Shareholders' Voting
Agreement dated June 3, 1996 (the "Shareholders' Agreement") executed as part
of the transactions contemplated by the Merger Agreement, the Consenting
Shareholders have agreed to vote such shares in favor of approving and
adopting the Merger Agreement.

CYBERNETICS MEETING

TIME, PLACE AND DATE. A Special Meeting of Shareholders of Cybernetics
(the "Cybernetics Meeting") is scheduled to be held on September 3, 1996
at Porter, Wright, Morris & Arthur, 41 S. High St., Columbus, Ohio 43215,
commencing at 10:00 a.m. local time.

RECORD DATE; SHARES ENTITLED TO VOTE. Holders of record of Cybernetics
common stock, no par value per share ("Cybernetics Common Stock"), at the
close of business on August 21, 1996 (the "Cybernetics Record Date") will be
entitled to notice of, and to vote at, the Cybernetics Meeting. At the close
of business on the Cybernetics Record Date, 7,944 shares of Cybernetics
Common Stock were issued and outstanding. Each outstanding share of
Cybernetics Common Stock is entitled to one vote with respect to each matter
to be voted on at the Cybernetics Meeting.

PURPOSE. At the Cybernetics Meeting, the shareholders of Cybernetics will
consider and vote upon a proposal to approve and adopt the Merger Agreement,
pursuant to which, among other things, Mentor and Cybernetics will be
simultaneously merged with and into VST. In addition, at the Cybernetics
Meeting, the Cybernetics shareholders may consider and vote upon such other
business as may properly come before the Cybernetics Meeting or any adjournment
or postponement thereof. See "The Cybernetics Meeting - Proxies" for
information regarding the revocability of Cybernetics proxies.

VOTE REQUIRED. The presence at the Cybernetics Meeting, in person or by
proxy, of the holders of a majority of the issued and outstanding shares of
Cybernetics Common Stock constitutes a quorum for the transaction of business.
Pursuant to the terms of the Merger Agreement, the Merger must be approved by
the holders of at least ninety percent (90%) of the issued and outstanding
shares of Cybernetics Common Stock. Because approval of the Merger requires a
supermajority of all of the issued and outstanding shares of Cybernetics Common
Stock, abstentions will have the effect of a vote "against" the Merger. The
percentage of currently outstanding shares of Cybernetics Common Stock entitled
to vote held by Cybernetics directors, executive officers and their affiliates
is 16%, or 1,281 shares of Cybernetics Common Stock. As of the Cybernetics
Record Date, the Consenting Shareholders collectively held record ownership of
approximately 16% or 1,281 shares of Cybernetics Common Stock outstanding as of
such date. Pursuant to the terms of the Shareholders' Agreement, the Consenting
Shareholders have agreed to vote such shares in favor of approving and adopting
the Merger Agreement.

THE MERGER

MERGER; EFFECTIVE TIME. Pursuant to the Merger Agreement, each of Mentor
and Cybernetics will be simultaneously merged with and into VST, a wholly owned
subsidiary of Vanstar, whereupon the separate corporate existence of Mentor and
Cybernetics will cease and Mentor, Cybernetics and VST will continue as a single
entity under the laws of the State of Delaware. If the Merger is approved by
the requisite vote of the shareholders of each of Mentor and Cybernetics and the
other conditions to the consummation of the Merger are satisfied or, where
permissible, waived, the Merger will become effective immediately upon the
filing of the Certificates of Merger with the Secretaries of State of the States
of Delaware and Ohio in the manner required by state law to cause the Merger to
become effective (the "Effective Time"). From and after the Effective Time, all
issued and outstanding shares of Mentor Common Stock and Cybernetics Common
Stock, by virtue of the Merger and without any action on the part of the holders
thereof, will no longer be outstanding, will be cancelled and retired and will
cease to

3
<PAGE>

exist, and each holder of a certificate formerly representing any such shares
will thereafter cease to have any rights with respect to such shares, except
the right to receive shares of Vanstar Common Stock and cash, if any, for
such shares, upon the surrender of such certificate in accordance with the
terms of the Merger Agreement. See "Proposal I: The Merger - Terms of the
Merger -- Effective Time."

CONVERSION OF SHARES. Pursuant to the terms of the Merger Agreement, 95%
of the total number of shares of Vanstar Common Stock issuable by Vanstar
thereunder (the "Acquisition Shares") will be issued to, or for the benefit of,
the shareholders of Mentor and Cybernetics. The remaining 5% of shares of
Vanstar Common Stock issuable in connection with the Merger (the "Falls River
Shares") will be issued to Mr. Kerry Dustin d/b/a Falls River Group ("Falls
River") in cancellation of certain brokerage and/or finder's fees incurred by
the Partnership.

ACQUISITION SHARES. Upon consummation of the Merger, the outstanding
shares of Mentor Common Stock and Cybernetics Common Stock will be converted
into the right of their respective shareholders to receive an aggregate of not
less than 285,000 shares of Vanstar Common Stock and not more than 332,500
shares of Vanstar Common Stock, depending upon the closing sales price of the
Vanstar Common Stock over a specified period of time prior to the day specified
by Vanstar as the closing date of the Merger Agreement (the "Closing Date").
Specifically, if the average closing sales price of the Vanstar Common Stock
(rounded up or down to the nearest one-eighth of a dollar) as reported on the
New York Stock Exchange, Inc. ("NYSE") for the five consecutive trading days
immediately preceding two trading days before the Closing Date (the "Market
Value"), equals or exceeds $10.00 per share of Vanstar Common Stock, but is less
than $13.00 per share of Vanstar Common Stock, then, in such event, the number
of Acquisition Shares issuable by Vanstar in the Merger will equal 332,500
shares, minus 1,979.16 shares of Vanstar Common Stock for each one-eighth of a
dollar that the Market Value is above $10.00 per share. If the Market Value is
less than $10.00 per share or equal to or greater than $13.00 per share, the
aggregate number of Acquisition Shares issuable in the Merger will equal 332,500
shares of Vanstar Common Stock or 285,000 shares of Vanstar Common Stock,
respectively. Pursuant to the terms of the Partnership Agreement dated November
30, 1984 governing the internal affairs of the Partnership (the "Partnership
Agreement"), Mentor shareholders, as a group, are entitled to receive 64.0448%
of any assets distributed by the Partnership upon dissolution or liquidation,
after all claims of creditors have been satisfied, and the Cybernetics
shareholders, as a group, are entitled to receive the remaining 35.9552%. The
Merger Agreement provides for distribution of the Acquisition Shares in the same
manner. As a result, each outstanding share of Mentor Common Stock issued and
outstanding immediately prior to the Effective Time, will, at the Effective
Time, be converted into the right to receive (i) 59.3834 shares of Vanstar
Common Stock if the Market Value is less than $10.00 per share; (ii) between
50.9001 and 59.3834 shares of Vanstar Common Stock if the Market Value is at
least $10.00 per share but not in excess of $13.00 per share or (iii) 50.9001
shares of Vanstar Common Stock if the Market Value is $13.00 per share or more.
Similarly, each outstanding share of Cybernetics Common Stock issued and
outstanding immediately prior to the Effective Time, will, at the Effective
Time, be converted into the right to receive (i) 15.0492 shares of Vanstar
Common Stock if the Market Value is less than $10.00 per share; (ii) between
12.8993 and 15.0492 shares of Vanstar Common Stock if the Market Value is at
least $10.00 per share but not in excess of $13.00 per share of (iii) 12.8993
shares of Vanstar Common Stock if the Market Value is $13.00 per share or more.

FALLS RIVER SHARES. Upon consummation of the Merger, Falls River will
be entitled to receive not less than 15,000 shares of Vanstar Common Stock and
not more than 17,500 shares of Vanstar Common Stock in complete satisfaction of
any claim for fees owed to it by Mentor, Cybernetics or the Partnership.
Specifically, if the Market Value equals or exceeds $10.00 per share of Vanstar
Common Stock, but is less than $13.00 per share of Vanstar Common Stock, then,
in such event, the number of Falls River Shares issuable by Vanstar in the
Merger will equal 17,500 shares minus 104.17 shares of Vanstar Common Stock for
each one-eighth of a dollar that the Market Value is above $10.00 per share. If
the Market Value is less than $10.00 per share or equal to or greater than
$13.00 per share, the aggregate number of Falls River Shares issuable in the
Merger will equal 17,500 shares of Vanstar Common Stock or 15,000 shares of
Vanstar Common Stock, respectively.

4
<PAGE>

THE EXACT NUMBER OF ACQUISITION SHARES AND FALLS RIVER SHARES TO BE ISSUED
IN THE MERGER WILL NOT BE DETERMINED UNTIL IMMEDIATELY PRECEDING THE
CONSUMMATION THEREOF. THE NUMBER OF SHARES OF VANSTAR COMMON STOCK TO BE ISSUED
WILL BE DETERMINED BY REFERENCE TO THE AVERAGE CLOSING PRICE OF THE VANSTAR
COMMON STOCK DURING THE DESIGNATED CALCULATION PERIOD ENDING PRIOR TO
CONSUMMATION OF THE MERGER. SHAREHOLDERS ARE URGED TO CONSIDER THE CURRENT
TRADING PRICES OF THE VANSTAR COMMON STOCK BEFORE DECIDING TO VOTE "FOR" OR
"AGAINST" THE MERGER. NO ASSURANCES CAN BE GIVEN AS TO THE AVERAGE TRADING
PRICE OF THE VANSTAR COMMON STOCK DURING THE CALCULATION PERIOD. SEE "Proposal
I: The Merger - Terms of the Merger -- Conversion of Shares."

FRACTIONAL SHARES. No fractional shares of Vanstar Common Stock will be
issued in connection with the Merger, but in lieu thereof, a cash payment will
be made therefor. See "Proposal I: The Merger - Terms of the Merger --
Fractional Shares."

STOCK OPTIONS; WARRANTS. Pursuant to the terms of the Merger Agreement,
all stock options, warrants, debentures and other contingent rights to acquire
interests in the Partnership or shares of Mentor Common Stock or Cybernetics
Common Stock, as the case may be, shall be exercised or terminated prior to the
Effective Time. All per-share information contained in this Joint Proxy
Statement/Prospectus is on a fully diluted basis which assumes that all still-
outstanding convertible debentures previously issued by the Partnership have
been converted into stock in Cybernetics and all warrants have been exercised.
See "Proposal I: The Merger - Terms of the Merger -- Stock Options; Warrants."

ESCROW; INDEMNIFICATION. At the closing of the Merger, shares of Vanstar
Common Stock equal to nine percent (9%) of the total number of Acquisition
Shares and Falls River Shares issuable pursuant to the Merger Agreement
(collectively, the "Escrow Shares") will be held in escrow pursuant to the terms
of an escrow agreement ("Escrow Agreement") by a bank or trust company (the
"Escrow Agent") selected to administer the Escrow Agreement for a period not to
exceed six months from the Closing Date. A form of the Escrow Agreement is
attached as APPENDIX C to this Joint Proxy Statement/Prospectus. Pursuant to
the terms of the Escrow Agreement, Vanstar will have the right to submit claims
to the Escrow Agent and, following a specified claims procedure, seek to recover
the Escrow Shares or proceeds thereof for any claims for which indemnity is
proper pursuant to the terms of the Merger Agreement and the Escrow Agreement.
The liability of the shareholders of Mentor and Cybernetics to Vanstar under the
Merger Agreement and the Escrow Agreement is specifically limited to the Escrow
Shares. Dr. Joseph H. Oshins, the current President of each of Mentor and
Cybernetics, has agreed pursuant to the terms of the Merger Agreement, to act as
the representative of the shareholders of Mentor and Cybernetics under the
Escrow Agreement to, among other things, give any and all instructions deemed
appropriate under the provisions of the Escrow Agreement, to make any demands,
waivers, amendments or settlements thereunder and to do such other acts deemed
necessary in the interest of the shareholders. See "Proposal I: The Merger -
Terms of the Merger -- Escrow; Indemnification."

EXCHANGE OF CERTIFICATES. Promptly after the Effective Time, the Escrow
Agent, serving in its capacity as the exchange agent pursuant to the terms of
the Escrow Agreement, will mail to each holder of record (as of the Effective
Time) of an outstanding certificate or certificates that immediately prior to
the Effective Time represented outstanding shares of Mentor Common Stock or
Cybernetics Common Stock, as the case may be (collectively, the "Certificates"),
a Letter of Transmittal and instructions for use in effecting the surrender of
the Certificates for exchange and/or payment. Until surrendered and exchanged,
each Certificate will evidence the ownership of that number of whole shares of
Vanstar Common Stock into which the shares of Mentor Common Stock or Cybernetics
Common Stock represented thereby shall have been converted and the right to
receive cash in lieu of any fractional share. ELECTIONS BY SHAREHOLDERS MADE IN
THE LETTER OF TRANSMITTAL ARE IRREVOCABLE. SHAREHOLDERS ARE REQUESTED NOT TO
SURRENDER THEIR CERTIFICATES FOR EXCHANGE UNTIL THEY RECEIVE A LETTER OF
TRANSMITTAL AND INSTRUCTIONS FROM THE ESCROW AGENT. See "Proposal I: The
Merger - Terms of the Merger -- Exchange of Certificates."

5
<PAGE>

MENTOR'S REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD OF DIRECTORS
OF MENTOR. The Board of Directors of Mentor has unanimously determined that the
Merger and the Merger Agreement are advisable and in the best interests of
Mentor and its shareholders and has therefore unanimously approved the Merger
and the Merger Agreement. The Board of Directors of Mentor believes that the
Merger will (a) enable Mentor and the Partnership to offer improved service to
existing clients after the Merger, as Vanstar offers a broad range of
complementary services which Mentor and the Partnership can use to help retain
and broaden existing client relationships; (b) enable Mentor and the Partnership
to acquire exposure to a much larger group of potential clients, because of the
size of Vanstar's customer base; (c) improve shareholder value, by bringing in a
management team with a proven track record of increasing shareholder value; (d)
protect the Partnership in a key area of perceived future competition, because
the Board believes that the future of the computer-training business will be
directly affected by Vanstar's Life-Cycle Management services and by similar
offerings of Vanstar competitors; and (e) offer Partnership employees greater
career and professional development opportunities, thereby improving the
Partnership's ability to attract competitive personnel. Accordingly, the Board
unanimously recommends that shareholders of Mentor vote "FOR" approval and
adoption of the Merger Agreement. See "Background and Reasons for the Merger;
Recommendations of the Boards of Directors of Mentor and Cybernetics."

CYBERNETICS' REASONS FOR THE MERGER; RECOMMENDATION OF THE BOARD OF
DIRECTORS OF CYBERNETICS. The Board of Directors of Cybernetics has unanimously
determined that the Merger and the Merger Agreement are advisable and in the
best interests of Cybernetics and its shareholders and has therefore unanimously
approved the Merger and the Merger Agreement. The Board of Directors of
Cybernetics believes that the Merger will (a) enable Cybernetics and the
Partnership to offer improved service to existing clients after the Merger, as
Vanstar offers a broad range of complementary services which Cybernetics and the
Partnership can use to help retain and broaden existing client relationships;
(b) enable Cybernetics and the Partnership to acquire exposure to a much larger
group of potential clients, because of the size of Vanstar's customer base; (c)
improve shareholder value, by bringing in a management team with a proven track
record of increasing shareholder value; (d) protect the Partnership in a key
area of perceived future competition, because the Board believes that the future
of the computer-training business will be directly affected by Vanstar's Life-
Cycle Management services and by similar offerings of Vanstar competitors; and
(e) offer Partnership employees greater career and professional development
opportunities, thereby improving the Partnership's ability to attract
competitive personnel. Accordingly, the Board unanimously recommends that
shareholders of Cybernetics vote "FOR" approval and adoption of the Merger
Agreement. See "Background and Reasons for the Merger; Recommendations of the
Boards of Directors of Mentor and Cybernetics."

VANSTAR'S REASONS FOR THE MERGER. The Board of Directors of Vanstar has
unanimously determined that the Merger and the Merger Agreement are advisable
and in the best interests of Vanstar and its stockholders and has therefore
approved the Merger and Merger Agreement. The Board of Directors of Vanstar
believes that the Merger provides it with an attractive opportunity to further
strengthen its position as a leading provider of training and education
services.

ABSENCE OF FAIRNESS OPINIONS. The Boards of Directors of each of Vanstar,
Mentor and Cybernetics have elected not to retain a financial advisor in
connection with the Merger and, therefore, no outside opinion regarding the
"fairness" of the Merger has been or will be rendered.

LIMITATIONS ON TRANSFERABILITY OF VANSTAR COMMON STOCK. Shares of Vanstar
Common Stock received by certain persons deemed to be "affiliates" of Mentor or
Cybernetics for purposes of Rule 145 under the Securities Act of 1933, as
amended (the "Securities Act") will be subject to the restrictions imposed by
such Rule. In accordance with Rule 145, an affiliate of Mentor or Cybernetics
receiving Vanstar Common Stock issued in the Merger may not sell such shares
except pursuant to the volume and manner of sale limitations and other
requirements specified in such Rule or pursuant to an effective registration
statement under the Securities Act. In addition, the Consenting Shareholders
are subject to certain restrictions on transfer of both the Mentor Common Stock
and the Cybernetics Common Stock prior to and following the Effective Time to
support pooling of interest accounting treatment of the transaction pursuant to
that certain Pooling Lockup Agreement dated June 3, 1996

6
<PAGE>

executed in connection with the transactions contemplated by the Merger
Agreement. See "Proposal I: The Merger - Transferability of Vanstar Common
Stock."

LISTING OF VANSTAR COMMON STOCK ON NYSE. Vanstar has agreed to take such
action as it deems necessary to cause the Vanstar Common Stock to be issued
pursuant to the Merger Agreement to be listed for trading on the NYSE.

FRANCHISE TERMINATION. Effective November 8, 1995, Mentor, the Partnership
and Global Training Network, Inc. ("GTN") entered into a Franchise Termination
Agreement (the "Franchise Termination Agreement") pursuant to which, among other
things, GTN granted the Partnership the option to terminate the Franchise
Agreement dated March 31, 1992 by and between the Partnership and GTN (the
"Franchise Agreement") for an option exercise price equal to $190,000 in cash
plus the surrender by certain executive officers of Mentor of their capital
stock in GTN. Pursuant to the terms of the Merger Agreement, the Partnership
terminated its franchise relationship with GTN effective June 14, 1996 in
accordance with the Franchise Termination Agreement. See "Background and
Reasons for the Merger; Recommendations of the Boards of Directors of Mentor and
Cybernetics."

CONDITIONS; WAIVER. The obligations of Vanstar and VST on the one hand,
and of Mentor and Cybernetics on the other hand, to consummate the Merger are
contingent upon and subject to the satisfaction or waiver of certain conditions
including the approval of the Merger and the Merger Agreement by holders of the
requisite number of shares of Mentor Common Stock and Cybernetics Common Stock.
See "Proposal I: The Merger - Terms of the Merger -- Conditions; Waiver."

REGULATORY APPROVALS. The Merger does not require any regulatory approvals
other than federal and state approvals required in connection with the
effectiveness of the Registration Statement of which this Joint Proxy
Statement/Prospectus forms a part. See "Proposal I: The Merger - Terms of the
Merger -- Regulatory Approvals."

CERTAIN FEDERAL INCOME TAX CONSEQUENCES. The Board of Directors of Mentor
anticipates that the Merger will be a tax-free reorganization for federal income
tax purposes and that no gain or loss will be recognized by the shareholders of
Mentor solely by reason of the exchange of their shares of Mentor Common Stock
for shares of Vanstar Common Stock in the Merger. Gain will be recognized with
respect to cash received in lieu of fractional shares or in connection with the
exercise of Dissenters' Rights under applicable law. The Board of Directors of
Cybernetics has not established a belief as to whether the Merger will be
taxable or tax-free to the shareholders of Cybernetics. If the Merger were tax-
free to the shareholders of Cybernetics, the tax consequences would be the same
as those described above with respect to Mentor shareholders. If the Merger
were determined to be taxable, the Cybernetics shareholders would recognize
gain, most likely in an amount equal to the difference between the fair market
value of the shares of Vanstar Common Stock received by such shareholder and the
shareholder's tax basis in such shareholder's limited partnership interest in
the Partnership or the shares of Cybernetics Common Stock exchanged therefor.
Neither Mentor nor Cybernetics will receive an opinion of counsel or an IRS
ruling as to the tax consequences of the Merger. See "Proposal I: The Merger -
Certain Federal Income Tax Consequences Applicable to the Shareholders of
Mentor" and "Proposal I: The Merger - Certain Federal Income Tax Consequences
Applicable to the Shareholders of Cybernetics."

ALL SHAREHOLDERS OF MENTOR AND CYBERNETICS SHOULD CONSULT WITH THEIR OWN TAX
ADVISORS AS TO THE TAX CONSEQUENCES OF THE MERGER BASED ON SUCH SHAREHOLDER'S
OWN PARTICULAR FACTS AND CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT
OF STATE, LOCAL AND FOREIGN TAX LAWS AND POSSIBLE CHANGES IN THE TAX LAWS.

ACCOUNTING TREATMENT. Vanstar expects that the Merger will be accounted
for as a "pooling of interests." It is a condition to the obligation of Vanstar
to consummate the Merger that Vanstar receive the opinion of Ernst

7
<PAGE>

and Young that the Merger may be accounted for as a pooling of interests for
financial statement purposes. See "Proposal I: The Merger - Accounting
Treatment."

DISSENTERS RIGHTS. Pursuant to the Ohio General Corporation Law (the
"OGCL"), holders of Mentor Common Stock and Cybernetics Common Stock who vote
against the Merger and comply with the detailed provisions contained in Section
1701.85 of the OGCL will be entitled to dissent from the Merger and to seek
payment from Vanstar of the fair cash value of their Mentor Common Stock or
Cybernetics Common Stock, as the case may be. A copy of Section 1701.85 of the
OGCL is reproduced as APPENDIX B hereto. See "Proposal I: The Merger -
Dissenters Rights."

TERMINATION. The Merger may be terminated at any time prior to the Closing
Date of the Merger by (i) written agreement between the parties thereto, (ii)
any of Mentor, Cybernetics, the Partnership, Vanstar or VST if the transactions
contemplated by the Merger Agreement have not been consummated prior to
September 30, 1996, and (iii) under certain other circumstances.

BREAK-UP FEE. If the Merger Agreement is terminated (i) as a result of the
failure of the Registration Statement of which this Joint Proxy
Statement/Prospectus forms a part to become effective by September 20, 1996;
(ii) by Vanstar as a result of any material breach of representation or warranty
of Mentor, Cybernetics or the Partnership, if the damages resulting from such
breach do not exceed $50,000, (iii) by Vanstar resulting from Mentor's,
Cybernetics' and/or the Partnership's failure to fulfill certain conditions
precedent to the consummation of the Merger Agreement by September 30, 1996; or
(iv) by Mentor, Cybernetics and the Partnership resulting from Vanstar's or
VST's failure to fulfill certain other conditions precedent to the consummation
of the Merger Agreement by September 30, 1996, then Vanstar is obligated to pay
the Partnership $190,000 in cash, which such sum is to serve as the sole and
exclusive remedy for any claims arising from the Merger Agreement or the
termination thereof. See "Proposal I: The Merger - Terms of the Merger --
Break-Up Fee."

INTERESTS OF CERTAIN PERSONS IN THE MERGER. In connection with the Merger
Agreement, Vanstar has agreed to employ Joseph Oshins, the current President of
each of Mentor and Cybernetics to act as Vice President - Business Development
for Vanstar's Education Services Group. See "Proposal I: The Merger -
Interested Parties."

<PAGE>

SUMMARY HISTORICAL FINANCIAL DATA

VANSTAR

The summary consolidated financial data presented below has been derived
from the consolidated audited financial statements of Vanstar for the periods
indicated. The data presented below should be read in conjunction with such
financial statements and the Notes thereto. See "Index to Financial
Statements."

SEVEN
FISCAL YEAR ENDED MONTHS FISCAL YEAR ENDED
APRIL 30, ENDED SEPTEMBER 30,
------------------------- APRIL 30, -------------------------
1996 1995 1994 1993 1992
---------- ---------- -------- ---------- --------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA: (in thousands, except per share data)
Revenue. . . . . . . . . . . . . . . . . $1,804,813 $1,385,392 $586,514 $1,099,813 $787,798
Cost of revenue. . . . . . . . . . . . . 1,559,886 1,174,854 489,512 921,789 696,518
Gross margin . . . . . . . . . . . . . . 244,927 210,538 97,002 178,024 91,280
Selling, general and
administrative expenses. . . . . . . . 201,880 182,411 97,436 181,320 158,644
Operating income (loss). . . . . . . . . 43,047 28,127 (434) (3,296) (76,272)
Interest expense, net. . . . . . . . . . 30,265 25,978 11,181 22,196 20,242
Income (loss) from continuing
operations . . . . . . . . . . . . . . 8,053 1,268 (6,969) (18,751) (54,228)
Income from discontinued
operations . . . . . . . . . . . . . . 9,194 - 51,474 14,505 2,261
Net income (loss). . . . . . . . . . . . 17,247 1,268 44,505 (4,246) (51,967)
Pro forma net income
per share (1). . . . . . . . . . . . . $ 0.50 $ 0.04

APRIL 30, SEPTEMBER 30,
-------------------------------------- ------------------------
1996 1995 1994 1993 1992
-------- -------- -------- --------- ---------
BALANCE SHEET DATA: (in thousands)
Working capital (deficit) . . . . . . $315,742 $267,852 $(73,511) $(114,902) $(107,441)
Total assets . . . . . . . . . . . . . 803,365 705,295 610,458 576,279 700,035
Short-term borrowings . . . . . . . . - - 262,783 194,660 227,692
Current maturities of
long-term debt . . . . . . . . . . . 1,759 7,685 12,788 23,190 14,848
Long-term debt and redeemable
preferred stock . . . . . . . . . . 293,007 337,750 11,509 17,481 36,205
Total stockholders' equity . . . . . . 127,053 22,589 24,797 13,584 684

</TABLE>

_______________
(1) Pro forma amounts give effect to the conversion of all outstanding shares
of Preferred Stock and Class B Common Stock into Common Stock and the
exchange of all outstanding warrants for shares of Common Stock as if the
conversion had occurred at the later of the beginning of fiscal year 1995
or the issuance date.

9
<PAGE>

MENTOR, CYBERNETICS AND THE PARTNERSHIP

The summary combined financial data presented below has been derived from
the audited and unaudited financial statements of Mentor, Cybernetics and the
Partnership for the periods indicated. The data presented below should be read
in conjunction with such financial statements and the Notes thereto. See "Index
to Financial Statements."

SIX
MONTHS ENDED YEARS ENDED DECEMBER 31,
JUNE 30, ----------------------------------------
1996 1995 1994 1993 1992
------ ------ ------ ------ ------
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA: (unaudited) (in thousands)
Revenue . . . . . . . . . . . . . . . $3,076 $5,513 $4,539 $3,128 $2,461
Cost of revenue . . . . . . . . . . . 1,527 3,019 2,399 1,923 2,097
Gross margin . . . . . . . . . . . . . 1,549 2,494 2,140 1,205 364
Selling, general and
administrative expenses . . . . . . 1,106 2,183 1,766 791 459
Operating income (loss) . . . . . . . 443 311 374 414 (95)
Interest expense, net . . . . . . . . 72 81 103 59 56
Income (loss) from
continuing operations . . . . . . . 371 230 271 355 (151)
Nonrecurring expenses. . . . . . . . . 275 (58) - - -
Loss from discontinued
operations . . . . . . . . . . . . . - - - (116) -
Net income (loss) . . . . . . . . . . 96 172 271 239 (151)

DECEMBER 31,
JUNE 30, ----------------------------------------
1996 1995 1994 1993 1992
------ ------ ------ ------ ------
BALANCE SHEET DATA: (unaudited) (in thousands)
Working capital (deficit) . . . . . . $ (532) $ (446) $ (288) $ (273) $(432)
Total assets . . . . . . . . . . . . . 2,749 1,959 1,484 1,097 624
Current portion of long-term debt. . . 757 696 395 160 206
Long-term debt less current portion. . 181 181 304 413 314
Total partners' equity . . . . . . . . 221 191 90 (181) (358)

DISTRIBUTIONS TO PARTNERS:
To Mentor Technologies, Inc.,
per share. . . . . . . . . . . . . . 23.11 16.39 0 0 0
To limited partners of Mentor
Technologies, Ltd., per unit . . . . 4.89 3.35 0 0 0

</TABLE>

COMPARATIVE MARKET PRICE DATA

The Vanstar Common Stock is listed on the NYSE under the symbol "VST."
Neither the Mentor Common Stock nor Cybernetics Common Stock is listed on any
public exchange or automated quotation system, and, as a result, no market price
for such shares is available. On June 4, 1996, the last full trading day
preceding the public announcement of Vanstar's intent to pursue the Merger
Agreement, the closing sale price per share of Vanstar Common Stock was $14.63.
As of August 1, 1996, the closing sale price per share of Vanstar Common Stock
was $16.75. Recipients of this Joint Proxy Statement/Prospectus are urged to
obtain current market quotations for the Vanstar Common Stock. See "Information
Concerning Vanstar - Dividends on and Market Prices of Vanstar Common Stock."

10
<PAGE>
COMPARATIVE PER SHARE DATA

The following table sets forth for Vanstar, Mentor and Cybernetics
certain unaudited historical per share data and certain unaudited pro forma
and equivalent pro forma per share data after giving effect to the Merger on
a pooling-of-interests basis. The following information should be read in
conjunction with the historical financial statements and accompanying notes
of Vanstar and the Partnership included elsewhere in this Joint Proxy
Statement/Prospectus. The pro forma financial data are presented for
informational purposes only, and are not necessarily indicative of the
results or financial position that actually would have occurred had the
Merger been consummated as of the beginning of the periods indicated nor are
such data necessarily indicative of future results or financial position.

INCOME PER SHARE FROM CONTINUING OPERATIONS

FISCAL YEARS ENDED APRIL 30, SEVEN MONTHS
--------------------------- ENDED APRIL 30,
1996 1995 1994
------ ----- --------
<S> <C> <C> <C> <C> <C>
Vanstar:
Historical(1) . . . . . . . . . . . $ 0.23 $0.04 $ (0.24)
Pro forma(2) . . . . . . . . . . . 0.24 0.04 (0.23)
Mentor:
Equivalent pro forma(3) . . . . . . 14.24 2.48 (13.68)
Cybernetics:
Equivalent pro forma(3) . . . . . . 3.61 0.63 (3.47)

SIX MONTHS ENDED JUNE 30, TWELVE MONTHS ENDED DECEMBER 31,
------------------------ -----------------------------------
1996 1995 1995 1994 1993
------ ------ ------ ------ ------
Mentor:
Historical . . . . . . . . . . . . $16.97 $22.32 $41.08 $48.40 $ 63.58
Cybernetics:
Historical . . . . . . . . . . . . 4.30 5.66 10.41 12.27 16.12

BOOK VALUE PER COMMON SHARE
APRIL 30, 1996
Vanstar: --------------
Historical . . . . . . . . . . . . $ 3.14
Pro forma . . . . . . . . . . . . . 3.11
Mentor:
Equivalent pro forma(3) . . . . . . 184.79
Cybernetics:
Equivalent pro forma(3) . . . . . . 46.84

JUNE 30, DECEMBER 31,
1996 1996
Mentor: ------- ------------
Historical . . . . . . . . . . . . $39.47 $34.11
Cybernetics:
Historical . . . . . . . . . . . . 10.00 8.65
</TABLE>
- --------------------
(1) Historical amounts for Vanstar are calculated by dividing income from
continuing operations by the weighted average number of Vanstar common and
common equivalent shares outstanding during the period. The shares used for
the fiscal years ended April 30, 1995 and 1996 were adjusted to give effect
to the conversion of all outstanding Preferred Stock and warrants into Common
Stock as if the conversion had occurred at the beginning of the period.
(2) Pro forma amounts for Vanstar include the results of the Partnership for
the respective twelve or seven month periods ending April 30th and assume the
issuance of 350,000 shares by Vanstar Common Stock (maximum number pursuant to
the Merger).
(3) Equivalent pro forma amounts are calculated by multiplying the exchange
ratios times the pro forma income per share from continuing operations and pro
forma book value per share for Vanstar. The exchange ratios represent the
number of shares of Vanstar Common to be issued for each share of Mentor and
Cybernetics Common Stock. The exchange ratios used are 59.38 and 15.05 for
Mentor and Cybernetics, respectively assuming the issuance of the maximum
number of shares of Vanstar Common Stock pursuant to the Merger.

11
<PAGE>

CERTAIN SIGNIFICANT CONSIDERATIONS

In considering the Merger, shareholders of Mentor and Cybernetics should
take into account the following: (i) if the Market Price of one share of
Vanstar Common Stock is less than $10.00 per share as of the Closing Date,
shareholders of Mentor and Cybernetics will receive no more than an aggregate of
332,500 shares of Vanstar Common Stock and (ii) the actual price of the Vanstar
Common Stock at the Effective Time as quoted on the NYSE can be expected to vary
from the Market Price of such shares on (1) the Closing Date, (2) the date of
this Joint Proxy Statement/Prospectus and (3) the date on which the shareholders
of Mentor and Cybernetics vote on the Merger, due to, among other reasons,
changes in the business, operations or prospects of Vanstar, market assessments
of the likelihood that the Merger will be consummated and the time thereof,
general market and economic conditions, and other factors. See "Summary - The
Merger" and "Information Concerning Vanstar - Dividends on Market Prices of
Vanstar Common Stock."

<PAGE>

RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS JOINT PROXY
STATEMENT/PROSPECTUS, ALL OF THE RISK FACTORS LISTED BELOW SHOULD BE
CONSIDERED CAREFULLY BY BOTH MENTOR AND CYBERNETICS SHAREHOLDERS IN
EVALUATING THE MERGER. THESE FACTORS SHOULD BE CONSIDERED IN CONJUNCTION WITH
THE OTHER INFORMATION INCLUDED IN THIS JOINT PROXY STATEMENT/PROSPECTUS. IN
THE EVENT THAT THE MERGER IS NOT CONSUMMATED, SHAREHOLDERS OF MENTOR WILL
CONTINUE TO HOLD SHARES IN MENTOR AND SHAREHOLDERS OF CYBERNETICS WILL
CONTINUE TO HOLD SHARES IN CYBERNETICS.

SIGNIFICANT FLUCTUATIONS IN REVENUES AND OPERATING RESULTS

Vanstar's quarterly and annual revenues and operating results have varied
significantly in the past and are likely to continue to do so in the future.
Revenues and operating results may fluctuate as a result of the demand for
Vanstar's products and services, the introduction of new hardware and software
technologies offering improved features, the introduction of new services by
Vanstar and its competitors, changes in the level of operating expenses, the
timing of major service projects, inventory adjustments, competitive conditions
and economic conditions generally. In particular, Vanstar's operating results
are highly sensitive to changes in the mix of Vanstar's product and service
revenues, product margins and interest rates. Further, the purchase of
Vanstar's products and services generally involves a significant commitment of
capital, with the attendant delays frequently associated with large capital
expenditures and authorization procedures within an organization. For these and
other reasons, Vanstar's operating results are subject to a number of
significant risks over which Vanstar has little or no control, including
customers' technology life cycle needs, budgetary constraints and internal
authorization reviews. In addition, Vanstar historically has experienced
significant revenue fluctuations because of shortages of supply from certain
vendors. Shortages of supplies from vendors have previously occurred due
primarily to credit limitations placed on Vanstar. Future limitations of credit
by vendors could have a material adverse effect on Vanstar. In addition, the
general availability of certain products, particularly state of the art
computing and data communications products, is occasionally restricted. While
Vanstar has not historically experienced significant product supply shortages,
other than due to credit restrictions as described above, any such shortages in
the future could have a material adverse effect on Vanstar. Vanstar is
increasing its fixed operating expenses, including a significant increase in
personnel, based on anticipated revenue growth. Vanstar may be unable to adjust
spending sufficiently in a timely manner to compensate for any unexpected
revenue shortfall, which could adversely affect operating results. Accordingly,
Vanstar believes that period-to-period comparisons of its operating results
should not be relied upon as an indication of future performance. In addition,
the results of any quarterly period are not necessarily indicative of results to
be expected for a full fiscal year. It is possible that in certain future
periods, Vanstar's operating results may be below the expectations of public
market analysts and investors. In such event, the price of Vanstar's Common
Stock would likely be materially adversely affected. See "Summary - Summary
Consolidated Financial Data," "- Dependence on Key Vendors and Product Supply,"
"Information Concerning Vanstar - Selected Consolidated Financial Data" and
"Information Concerning Vanstar - Management's Discussion and Analysis of
Financial Condition and Results of Operations."

LIMITED HISTORY OF PROFITABILITY; UNCERTAINTY OF FUTURE RESULTS

Vanstar has a limited history of profitability. Vanstar experienced
operating losses in the fiscal years ended September 30, 1991, 1992 and 1993 and
during the seven months ended April 30, 1994. Vanstar generated operating
income in fiscal 1995 and 1996. Vanstar derives its revenues from four primary
sources: products, networking, support services and other services. Vanstar has
recently increased the focus of its business on the provision of network
services and expects to derive an increasingly larger portion of its operating
income from the provision of services. If Vanstar is not successful in
implementing its strategy of focusing on sales of services, Vanstar's operating
margins could decline and its ability to maintain profitability could be
materially adversely affected. There can be no assurance that Vanstar will be
able to sustain profitability on a quarterly or annual basis in the future. See
"Summary - Summary Consolidated Financial Data," "Information Concerning Vanstar
- - Selected Consolidated Financial Data" and "Information Concerning Vanstar -
Management's Discussion and Analysis of Financial Condition and Results of
Operations."

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REQUIREMENT FOR SUBSTANTIAL INDEBTEDNESS; DEPENDENCE ON IBMCC; INTEREST RATE
SENSITIVITY

Vanstar's business requires significant working capital to finance product
inventory and accounts receivable. Vanstar has funded its significant working
capital requirement through its Financing Program Agreement with IBM Credit
Corporation ("IBMCC"), which began in 1986 and under which Vanstar currently has
a $450 million line of credit. Borrowings under the line of credit are secured
by certain assets of Vanstar, including accounts receivable, inventory and
equipment. The line of credit is currently available through October 31, 1997
and is renewable thereafter for successive six-month periods. IBMCC may
terminate the Financing Program Agreement at any time upon 90 days' notice to
Vanstar. In the event of such termination, the outstanding borrowings under the
Financing Program Agreement mature at the end of the term of the line of credit.
The Financing Program Agreement contains various terms and covenants. There can
be no assurance that IBMCC will continue to finance Vanstar's operations.
Vanstar does not currently have any alternative committed lines of credit.
There can be no assurance that Vanstar will be able to secure additional debt
financing.

Borrowings under the IBMCC Financing Program Agreement currently bear
interest at the average of the prime rate announced by Citibank, N.A., The Chase
Manhattan Bank, N.A. and Bank of America National Trust and Savings Association
(the "Prime Rate") minus 0.5% (7.75% at July 1, 1996). Vanstar's operating
results are sensitive to changes in the Prime Rate. An increase in the Prime
Rate could have a material adverse effect on Vanstar's financial condition and
results of operations. In addition, there can be no assurance that Vanstar will
be able to generate sufficient operating cash flow to cover required interest
and principal payments when due. If Vanstar is unable to meet interest and
principal payments in the future, it may, depending upon the circumstances, seek
additional equity or debt financing or attempt to refinance its existing
indebtedness, certain of which transactions could be dilutive to the holders of
Vanstar's Common Stock. There can be no assurance that sufficient equity or
debt financing will be available at all or on terms acceptable to Vanstar or
that Vanstar will be able to refinance its existing indebtedness. If Vanstar
were unable to obtain any required alternative or additional financing, it would
have a material adverse effect on Vanstar's business, financial condition and
results of operations. See "Information Concerning Vanstar - Management's
Discussion and Analysis of Financial Condition and Results of Operations."

RELATIONSHIP WITH MERISEL FAB, INC.

Vanstar provides product distribution services to franchisees and
affiliates of Merisel FAB, Inc. ("Merisel FAB") for a fee through its
distribution centers pursuant to a distribution services agreement entered
into in connection with the sale of Vanstar's United States franchise
business to Merisel FAB in January 1994. Merisel FAB is a wholly-owned
subsidiary of Merisel, Inc. ("Merisel") whose common stock is publicly traded
(Nasdaq: MSEL) and whose 12.5% senior notes were downgraded from single-B to
triple-C-plus on April 1, 1996 and to triple-C-Minus on August 16, 1996 by
Standard and Poors Corporation. Merisel reported losses of $2.59, $2.82, and
$0.45 per share for the three months ended December 31, 1995, the twelve
months ended December 31, 1995, and the three months ended March 31, 1996,
respectively. On February 20, 1996, Merisel announced that it has engaged a
financial advisor to assist in assessing its strategic options in order to
maximize shareholder value and that it is negotiating with its lenders
regarding potential non-compliance with certain financial covenants under
certain of its loan agreements. On April 15, 1996, Merisel announced that it
did not expect to return to profitability until the fourth quarter of 1996.
Merisel has guaranteed Merisel FAB's obligations under the distribution
services agreement. The distribution services agreement expires in April
1997. Approximately one-half of Vanstar's inventory is maintained to satisfy
its obligations under the distribution services agreement. For the seven
months ended April 30, 1994, the fiscal year ended April 30, 1995 and the
fiscal year ended April 30, 1996, revenues derived from Merisel FAB were
approximately $6.1 million, $25.0 million and $21.3 million, respectively,
representing approximately 1.0%, 1.8% and 1.2%, respectively, of total
revenue for such periods. A deterioration in the business of Merisel FAB's
franchisees and affiliates or in Merisel FAB's or Merisel's financial
condition, including operating losses of Merisel that may continue beyond its
anticipated losses through the third quarter of 1996, could materially
adversely affect Vanstar's ability to sell the inventory it holds to satisfy
its obligations under the Merisel distribution and services agreement which
would have a material adverse effect on Vanstar's financial condition and
results of operations, and could adversely affect Vanstar's "other services"
revenue. See "- Inventory Management."

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DEPENDENCE ON AND NEED TO RECRUIT AND RETAIN KEY MANAGEMENT AND TECHNICAL
PERSONNEL

Vanstar's success depends to a significant extent on its ability to attract
and retain key personnel. In particular, Vanstar is dependent on its senior
management team and technical personnel. Vanstar has significantly expanded its
technical staff. Vanstar employs over 3,100 technical professionals and has
expanded its systems engineering force from approximately 200 in March 1994 to
over 950 as of June 1996. Vanstar intends to further expand its technical
staff. Competition for such technical personnel is intense and no assurance can
be given that Vanstar will be able to recruit and to retain such personnel. The
failure to recruit and to retain management and technical personnel could have a
material adverse effect on Vanstar's anticipated growth, revenues and results of
operations. See "Information Concerning Vanstar - Business -- Employees" and
"Information Concerning Vanstar - Management."

MANAGEMENT OF EXPANDING OPERATIONS AND INCREASED SERVICE FOCUS

Vanstar's growth resulting from expanding operations and acquisitions has
placed significant demands on Vanstar's management, operational and technical
resources. The Merger of Mentor and Cybernetics with and into VST will place
additional significant demands on these resources. Furthermore, Vanstar has
increased the focus of its business operations on the provision of network
services. Such growth and increased service focus is expected to continue to
challenge Vanstar's sales, marketing, technical and support personnel and senior
management. Vanstar's future performance will depend in part on its ability to
manage expanding domestic and international operations and to adapt its
operational systems to respond to changes in its business. In particular,
Vanstar's success will depend on the adequate and timely training of its
technical field personnel. The failure of Vanstar to effectively manage its
growth and increased service focus effectively or to train its technical field
personnel could have a material adverse effect on Vanstar's business, financial
condition and results of operations.

RISKS ASSOCIATED WITH RAPID TECHNOLOGICAL CHANGE

The markets for Vanstar's product and service offerings are characterized
by rapidly changing technology and frequent new product and service offerings.
The introduction of new technologies can render existing products and services
obsolete or unmarketable. Vanstar's continued success will depend on its
ability to enhance existing products and services and to develop and introduce,
on a timely and cost-effective basis, new products and services that keep pace
with technological developments and address increasingly sophisticated customer
requirements. There can be no assurance that Vanstar will be successful in
identifying, sourcing, developing and marketing product and service enhancements
or new products and services that respond to technological change, that Vanstar
will not experience difficulties that could delay or prevent the successful
development, introduction and marketing of product and service enhancements or
new products and services, or that its product and service enhancements and new
products and services will adequately meet the requirements of the marketplace
and achieve market acceptance. Vanstar's business, financial condition and
results of operations could be materially adversely affected if Vanstar were to
incur delays in sourcing and developing product and service enhancements or new
products and services or if such product and service enhancements or new
products and services did not gain market acceptance. In addition, Vanstar has
developed proprietary automated systems to enhance the delivery of its services.
No assurance can be given that Vanstar's automated systems will function as
anticipated, will result in lower costs to Vanstar or its customers or will not
be rendered obsolete as a result of technological change. See "Information
Concerning Vanstar - Business -- Automated Systems, Process Methodologies and
Technical Personnel."

DEPENDENCE ON KEY VENDORS AND PRODUCT SUPPLY

A significant portion of Vanstar's revenue is derived from sales of PC
network hardware, peripherals and software, including products of various major
vendors. Vanstar's agreements with those vendors from which it purchases
products directly generally contain provisions for periodic renewals and for
termination by the vendor without cause, generally upon relatively short notice.
Although Vanstar believes its vendor relationships are good, there can be no
assurance that Vanstar's relationships will continue as presently in effect.
The loss of a major vendor, the deterioration of Vanstar's relationship with a
major vendor or the failure of Vanstar to establish good relationships with
major new vendors as they develop could have a material adverse effect on
Vanstar's business.

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As is typical in its industry, Vanstar receives credits from most of its
vendors for market development, which are used to offset a portion of
Vanstar's sales and marketing expense. Any change in the provision of these
credits could materially adversely affect Vanstar's operating results at
least until Vanstar adjusted its expense levels. Vanstar is also dependent,
in part, upon vendor financing for working capital requirements. No
assurance can be given that vendor financing will continue to be available to
Vanstar on satisfactory terms and conditions, if at all. The failure of
Vanstar to obtain vendor financing on satisfactory terms and conditions could
have a material adverse effect on Vanstar's business, financial condition and
results of operations.

The personal computer industry experiences significant product supply
shortages and customer order backlogs from time to time due to the inability of
certain manufacturers to supply certain products on a timely basis. In
addition, certain vendors have initiated new channels of distribution that
increase competition for the available product supply. There can be no
assurance that vendors will be able to maintain an adequate supply of products
to fulfill Vanstar's customer orders on a timely basis. Vanstar has experienced
product supply shortages in the past and expects to experience such shortages
from time to time in the future. Failure to obtain adequate product supplies or
fulfill customer orders on a timely basis could have a material adverse effect
on Vanstar's business, financial condition and results of operations.

INVENTORY MANAGEMENT

The personal computer industry is characterized by rapid product
improvement and technological change resulting in relatively short product life
cycles and rapid product obsolescence, which can place inventory at considerable
valuation risk. Although it is industry practice for Vanstar's suppliers to
provide price protection to Vanstar intended to reduce the risk of inventory
devaluation, such policies are subject to change. Vanstar also has the option
of returning, subject to certain limitations, a percentage of its current
product inventories each quarter to certain manufacturers as it assesses each
product's current and forecasted demand. The amount of inventory that can be
returned to suppliers varies under Vanstar's agreements and such return policies
may provide only limited protection against excess inventory. There can be no
assurance that suppliers will continue such policies, that unforeseen new
product developments will not materially adversely affect Vanstar or that
Vanstar can successfully manage its existing and future inventories.
Approximately one-half of Vanstar's inventory is maintained to satisfy its
obligations under the distribution services agreement with Merisel FAB. However,
virtually all of the inventory maintained by Vanstar is not customer specific
and Vanstar believes that such inventory can be sold through Merisel FAB
franchisees or to other customers or other resellers or, in some cases, returned
to the vendor. Any inventory adjustments could materially adversely affect
Vanstar's financial condition and results of operations.

CONCENTRATION OF REVENUES

During the fiscal year ended April 30, 1996, Vanstar derived approximately
27% of its revenues from its 50 largest customers. During the fiscal years ended
April 30, 1995 and 1996, Microsoft Corporation accounted for 10.8% and 12.0%,
respectively, of Vanstar's total revenues for such fiscal years. During such
years, no other customer accounted for over 10% of Vanstar's total revenues. In
August 1995, Vanstar entered into an agreement with Microsoft Corporation to
manage Microsoft's PC procurements, including delivery, setup and installation
of PCs and peripherals for approximately 12,500 desktops in the United States,
over a three-year period for approximately $550.0 million. While Vanstar seeks
to build long-term customer relationships, revenues from any particular customer
can fluctuate from period to period due to such customer's purchasing patterns.
Any termination or significant disruption of Vanstar's relationships with a
number of its principal customers could have a material adverse effect on
Vanstar's business, financial condition and results of operations. In addition,
a deterioration in the financial condition of any of its principal customers
could expose Vanstar to the possibility of large accounts receivable write-offs,
which would materially adversely affect Vanstar's financial condition and
results of operations. See "Information Concerning Vanstar - Business --
Customers."

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INTENSE COMPETITION

The markets in which Vanstar operates are characterized by intense
competition from several types of technical service providers, including
mainframe and mid-range computer manufacturers and outsourcers entering the
personal computer services marketplace, including Digital Equipment Corporation
MultiVendor Services, Electronic Data Systems Corporation, Hewlett-Packard
Company Multi-Vendor Services and Integrated Systems Solutions Corporation.
Other competitors include VARs, systems integrators and third-party service
companies, including AmeriData Technologies, Inc., CompuCom Systems, Inc.,
DecisionOne, Entex Information Services, InaCom Corp., MicroAge, Inc. and
Technology Service Solutions ("TSS"). Vanstar expects to face further
competition from new market entrants and possible alliances between competitors
in the future. Certain of Vanstar's current and potential competitors have
greater financial, technical, marketing and other resources than Vanstar. As a
result, they may be able to respond more quickly to new or emerging technologies
and changes in customer requirements or to devote greater resources to the
development, promotion and sale of their products and services than Vanstar. No
assurance can be given that Vanstar will be able to compete successfully against
current and future competitors. See "Information Concerning Vanstar - Business
- -- Competition."

ABSENCE OF DIVIDENDS

Vanstar has never declared or paid any cash dividends on its Common Stock
and does not presently intend to pay cash dividends on its Common Stock in the
foreseeable future. Vanstar intends to retain future earnings for reinvestment
in its business. Vanstar's Financing Program Agreement with IBMCC limits
Vanstar's ability to pay cash dividends on its Common Stock. See "Information
Concerning Vanstar - Dividends on and Market Prices of Vanstar Common Stock."

ACQUISITIONS

As part of its growth strategy, Vanstar pursues the acquisition of
companies like the Partnership that sell products and services that either
complement or expand its existing business. As a result, Vanstar continually
evaluates potential acquisition opportunities, which may be material in size and
scope. Acquisitions involve a number of special risks and factors, including
the diversion of management's attention to the assimilation of the operations
and personnel of the acquired companies, the incorporation of acquired products
and services into Vanstar's offerings, adverse short-term effects on Vanstar's
operating results, the amortization of acquired intangible assets, the loss of
key employees and the difficulty of presenting a unified corporate image.

Except for the Merger Agreement, Vanstar does not currently have any
commitments or agreements with respect to any acquisitions. Vanstar
anticipates, however, that one or more potential acquisition opportunities,
including those that could be material, may become available in the future. If
and when appropriate acquisition opportunities become available, Vanstar intends
to pursue them actively. Vanstar expects to issue equity securities to
consummate acquisitions, which may cause dilution to investors acquiring Vanstar
Common Stock in connection with the Merger. In addition, Vanstar may be
required to utilize cash to consummate acquisitions. No assurance can be given
that Vanstar will have adequate resources to consummate any acquisition, that
any acquisition by Vanstar will or will not occur, that if any acquisition does
occur it will not materially adversely affect Vanstar or that any such
acquisition will be successful in enhancing Vanstar's business. See
"Information Concerning Vanstar - Management's Discussion and Analysis of
Financial Condition and Results of Operations."

PROTECTION OF INTELLECTUAL PROPERTY

Vanstar seeks to protect its proprietary software, systems and processes
through copyright, trademark and trade secret laws and contractual restrictions
on disclosure and copying. Despite such measures, it may be possible for
unauthorized third parties to copy aspects of Vanstar's software, systems and
processes or to obtain and use information that Vanstar regards as proprietary.
In addition, no assurance can be given that the protective measures taken by
Vanstar will be sufficient to preclude competitors from developing competing or
similar proprietary software, systems and processes.

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SHARES SUBJECT TO SALE; POSSIBLE VOLATILITY OF VANSTAR COMMON STOCK PRICE

Vanstar will issue up to an additional 350,000 shares of Vanstar Common
Stock in connection with the Merger. In addition, on or about September 5, 1996
agreements restricting the sale of Vanstar Common Stock held by certain
officers, directors, and large shareholders of Vanstar will expire and certain
options to purchase shares of the Vanstar Common Stock will become exercisable.
As a result, during September of 1996, approximately 5,000,000 shares of Vanstar
Common Stock, including shares to be issued in the Merger, could become
available for sale for the first time, an amount equal to approximately eleven
percent of the total of all issued and outstanding shares of Vanstar Common
Stock. Certain of the recipients of Vanstar Common Stock in the Merger, holders
of Vanstar Common Stock received upon exercise of stock options and holders of
Vanstar Common Stock formerly subject to restrictive agreements can be expected
to immediately dispose of such shares to meet tax or other obligations. There
can be no assurance, given the moderately low volume of trading typically
exhibited in the Vanstar Common Stock, that all of the holders seeking to
dispose of Vanstar Common Stock will be able to do so or at what price such
shares will be sold if dispositions are made. It is also possible that there
will be much greater volatility in the price of the Vanstar Common Stock during
the period immediately preceding September 5, 1996 and the consummation of the
Merger and for some time thereafter. In addition, the market price of the
Vanstar Common Stock could be subject to wide fluctuations in response to
quarterly variations in Vanstar's results of operations, changes in earnings
estimates by research analysts, conditions in the personal computer industry or
general market or economic conditions. In recent years the stock market has
experienced extreme price and volume fluctuations. These fluctuations have had a
substantial effect on the market prices for many technology companies, often
unrelated to the operating performance of the specific companies. Such market
fluctuations could materially adversely affect the market price for the Vanstar
Common Stock. See "Information Concerning Vanstar - Dividends on and Market
Prices of Vanstar Common Stock."

CONTROL BY PRINCIPAL STOCKHOLDERS

As of July 1, 1996, the principal stockholders, directors and executive
officers of Vanstar beneficially owned approximately 41.82% of the Vanstar
Common Stock. As a result, such stockholders, if they act in concert, may be
able effectively to control the election of members of Vanstar's Board of
Directors and generally to exercise control over Vanstar's corporate actions.
See "Security Ownership of Principal Stockholders and Management."

ANTI-TAKEOVER EFFECTS OF UNISSUED PREFERRED STOCK AND DELAWARE LAW

Certain provisions of Vanstar's Certificate of Incorporation and Delaware
law may be deemed to have an anti-takeover effect. Vanstar's Certificate of
Incorporation provides that the Board of Directors may issue additional shares
of Vanstar Common Stock or establish one or more classes or series of Preferred
Stock with such designations, relative voting rights, dividend rates,
liquidation and other rights, preferences and limitations that the Board of
Directors fixes without stockholder approval. In addition, Vanstar is subject
to the anti-takeover provisions of Section 203 of the Delaware General
Corporation Law (the "DGCL"). In general, the statute prohibits a publicly-held
Delaware corporation from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. Each of the foregoing
provisions gives the Board of Directors, acting without stockholder approval,
the ability to prevent, or render more difficult or costly, the completion of a
takeover transaction that stockholders might view as being in their best
interests, including a takeover transaction that might result in a premium over
the market price for the shares of Vanstar Common Stock. See "Description of
Vanstar Capital Stock - Preferred Stock" and "Description of Vanstar Capital
Stock - Section 203 of the Delaware General Corporation Law."

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THE MENTOR MEETING

TIME, PLACE AND DATE

This Joint Proxy Statement/Prospectus is being furnished to the holders of
Mentor Common Stock in connection with the solicitation of proxies by and on
behalf of the Board of Directors of Mentor for use at the special meeting of
shareholders of Mentor (together with any adjournments or postponements thereof,
the "Mentor Meeting") to be held at 9:00 a.m. on September 3, 1996 at the
offices of Porter, Wright, Morris & Arthur, 41 South High St., Columbus, Ohio
43215.

PURPOSE

At the Mentor Meeting, holders of Mentor Common Stock are being asked to
consider and vote upon a proposal to approve and adopt the Merger Agreement
attached as APPENDIX A hereto, providing for, among other things, the merger of
Mentor with and into VST, a wholly owned subsidiary of Vanstar, and such other
matters as may properly be brought before the Mentor Meeting. See "Background
and Reasons for the Merger; Recommendations of the Boards of Directors of Mentor
and Cybernetics - Background of the Merger" and "Background and Reasons for the
Merger; Recommendations of the Boards of Directors of Mentor and Cybernetics -
Mentor's Reasons for the Merger; Recommendation of the Board of Directors of
Mentor."

THE BOARD OF DIRECTORS OF MENTOR HAS UNANIMOUSLY APPROVED THE MERGER AND
RECOMMENDS A VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

RECORD DATE; VOTING RIGHTS

Only the holders of shares of Mentor Common Stock of record at the close of
business on August 21, 1996 (the "Mentor Record Date") are entitled to notice
of, and to vote at, the Mentor Meeting regarding the approval and adoption of
the Merger and upon each other matter properly submitted at the Mentor Meeting.
On the Mentor Record Date there were outstanding and entitled to vote 3,586
shares of Mentor Common Stock, owned by 11 holders of record. Each share of
Mentor Common Stock is entitled to one vote upon the approval and adoption of
the Merger and any other matter properly submitted at the Mentor Meeting.

VOTE REQUIRED

The presence, in person or by proxy, of shareholders holding a majority of
the outstanding shares of Mentor Common Stock entitled to vote will constitute a
quorum at the Mentor Meeting. Pursuant to the terms of the Merger Agreement,
the affirmative vote of the holders of at least ninety percent (90%) of the
outstanding shares of Mentor Common Stock entitled to vote is required for
approval and adoption of the Merger. As of the Mentor Record Date, Joseph H.
Oshins, Ph.D., Linda Oshins and Norman Traeger (the "Consenting Shareholders")
collectively held record ownership of approximately 82% or 2,950 shares of the
Mentor Common Stock. Pursuant to a Shareholders' Voting Agreement (the
"Shareholders' Agreement"), dated June 3, 1996 by and among Vanstar, VST and the
Consenting Shareholders executed in connection with the transactions
contemplated by the Merger Agreement, the Consenting Shareholders have agreed to
vote such shares in favor of the Merger. As a result, approval of the Merger by
the shareholders of Mentor is practically assured.

As of July 29, 1996 the directors and executive officers of Mentor and
their affiliates owned an aggregate of 2,950 shares (82%) of the then-
outstanding shares of Mentor Common Stock (all of which are subject to the
Shareholders' Agreement). These persons have informed Mentor of their intention
to vote their shares of Mentor Common Stock in favor of the Merger.

Abstentions will be counted for the purposes of determining the presence or
absence of a quorum at the Mentor Meeting. However, because the affirmative
vote of the holders of a supermajority of the outstanding shares of Mentor
Common Stock is required to approve the Merger and the Merger Agreement,
abstentions will have the same effect as negative votes.

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<PAGE>

See "Proposal I: The Merger - Dissenters Rights" for a discussion of the
rights available to shareholders of Mentor who vote against or abstain from
voting for the approval of the Merger Agreement and Merger.

SOLICITATION OF PROXIES AND EXPENSES

This Joint Proxy Statement/Prospectus, the accompanying notice and proxy
are being mailed on or about August 22, 1996 to holders of Mentor Common
Stock entitled to notice of, and to vote at, the Mentor Meeting. The cost of
preparing, assembling, printing, filing and mailing the Joint Proxy
Statement/Prospectus will be borne jointly by Mentor and Vanstar. Nominees,
fiduciaries and other custodians have been requested to forward soliciting
materials to beneficial owners of shares of Mentor Common Stock held of
record by them, and such custodians will be reimbursed for their expenses.
Certain officers, directors and employees of Mentor may solicit proxies by
telephone or personal contact. Such officers, directors and employees will
not be additionally compensated for such solicitation (other than their
regular salaries), but will be reimbursed by Mentor for out-of-pocket
expenses incurred by them in the course of such solicitation.

PROXIES

Holders of Mentor Common Stock are requested to complete, date, sign and
promptly return the accompanying form of proxy in the enclosed envelope. Shares
of Mentor Common Stock represented by properly executed proxies received by
Mentor and not revoked will be voted at the Mentor Meeting in accordance with
the instructions contained therein. If instructions are not contained therein,
proxies will be voted (i) FOR approval and adoption of the Merger, and (ii) in
the discretion of the holders of the proxy with respect to any other matter that
may properly come before the Mentor Meeting.

Any proxy signed and returned by a holder of Mentor Common Stock may be
revoked by such holder at any time before it is voted either by giving written
notice of such revocation to Mentor, or by signing and delivering a proxy
bearing a later date, or by attending the Mentor Meeting and giving notice of
revocation to Mentor at that time. Attendance at the Mentor Meeting will not in
and of itself constitute a revocation of a proxy. Signed but unmarked proxies
will be deemed to be a vote FOR approval and adoption of the Merger Agreement
and the Merger.

THE CYBERNETICS MEETING

TIME, PLACE AND DATE

This Joint Proxy Statement/Prospectus is being furnished to the holders
of Cybernetics Common Stock in connection with the solicitation of proxies by
and on behalf of the Board of Directors of Cybernetics for use at the special
meeting of shareholders of Cybernetics (together with any adjournments or
postponements thereof, the "Cybernetics Meeting") to be held at 10:00 a.m. on
September 3, 1996 at the offices of Porter, Wright, Morris & Arthur, 41 South
High St., Columbus, Ohio 43215.

PURPOSE

At the Cybernetics Meeting, holders of Cybernetics Common Stock are being
asked to consider and vote upon a proposal to approve and adopt the Merger
Agreement attached as APPENDIX A hereto, providing for, among other things, the
merger of Cybernetics with and into VST, a wholly owned subsidiary of Vanstar,
and such other matters as may properly be brought before the Cybernetics
Meeting. See "Background and Reasons for the Merger; Recommendations of the
Boards of Directors of Mentor and Cybernetics - Background of the Merger" and
"Background and Reasons for the Merger; Recommendations of the Boards of
Directors of Mentor and Cybernetics - Cybernetics' Reasons for the Merger;
Recommendations of the Board of Directors of Cybernetics."

THE BOARD OF DIRECTORS OF CYBERNETICS HAS UNANIMOUSLY APPROVED THE MERGER AND
RECOMMENDS A VOTE FOR APPROVAL AND ADOPTION OF THE MERGER AGREEMENT.

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RECORD DATE; VOTING RIGHTS

Only the holders of shares of Cybernetics Common Stock of record at the
close of business on August 21, 1996 (the "Cybernetics Record Date") are
entitled to notice of, and to vote at, the Cybernetics Meeting regarding the
approval and adoption of the Merger and upon each other matter properly
submitted at the Cybernetics Meeting. On the Cybernetics Record Date there
were outstanding and entitled to vote 7,944 shares of Cybernetics Common
Stock, owned by 33 holders of record. Each share of Cybernetics Common Stock
is entitled to one vote upon the approval and adoption of the Merger and any
other matter properly submitted at the Cybernetics Meeting.

VOTE REQUIRED

The presence, in person or by proxy, of shareholders holding a majority of
the outstanding shares of Cybernetics Common Stock entitled to vote will
constitute a quorum at the Cybernetics Meeting. Pursuant to the terms of the
Merger Agreement, the affirmative vote of the holders of at least ninety percent
(90%) of the outstanding shares of Cybernetics Common Stock entitled to vote is
required for approval and adoption of the Merger. As of the Cybernetics Record
Date, the Consenting Shareholders collectively held record ownership of
approximately 16% or 1,284 shares of Cybernetics Common Stock. Pursuant to the
Shareholders' Agreement, the Consenting Shareholders have agreed to vote such
shares in favor of the Merger.

As of July 29, 1996 the directors and executive officers of Cybernetics and
their affiliates owned an aggregate of 1,127 shares (14.2%) of the then
outstanding shares of Cybernetics Common Stock (all of which are subject to the
Shareholders' Agreement). These persons have informed Cybernetics of their
intention to vote their shares of Cybernetics Common Stock in favor of the
Merger.

Abstentions will be counted for the purposes of determining the presence or
absence of a quorum at the Cybernetics Meeting. However, because the
affirmative vote of the holders of a supermajority of the outstanding shares of
Cybernetics Common Stock is required to approve the Merger and the Merger
Agreement, abstentions will have the same effect as negative votes.

See "Proposal I: The Merger - Dissenters Rights" for a discussion of the
rights available to shareholders of Cybernetics who vote against or abstain from
voting for the approval of the Merger Agreement and Merger.

SOLICITATION OF PROXIES AND EXPENSES

This Joint Proxy Statement/Prospectus, the accompanying notice and proxy
are being mailed on or about August 22, 1996 to holders of Cybernetics
Common Stock entitled to notice of, and to vote at, the Cybernetics Meeting.
The cost of preparing, assembling, printing, filing and mailing the Joint Proxy
Statement/Prospectus will be borne jointly by Cybernetics and Vanstar.
Nominees, fiduciaries and other custodians have been requested to forward
soliciting materials to beneficial owners of shares of Cybernetics Common Stock
held of record by them, and such custodians will be reimbursed for their
expenses. Certain officers, directors and employees of Cybernetics may solicit
proxies by telephone or personal contact. Such officers, directors and
employees will not be additionally compensated for such solicitation (other than
their regular salaries), but will be reimbursed by Cybernetics for out-of-pocket
expenses incurred by them in the course of such solicitation.

PROXIES

Holders of Cybernetics Common Stock are requested to complete, date, sign
and promptly return the accompanying form of proxy in the enclosed envelope.
Shares of Cybernetics Common Stock represented by properly executed proxies
received by Cybernetics and not revoked will be voted at the Cybernetics Meeting
in accordance with the instructions contained therein. If instructions are not
contained therein, proxies will be voted (i) FOR approval and adoption of the
Merger, and (ii) in the discretion of the holders of the proxy with respect to
any other matters that may properly come before the Cybernetics Meeting.

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Any proxy signed and returned by a holder of Cybernetics Common Stock may
be revoked by such holder at any time before it is voted either by giving
written notice of such revocation to Cybernetics, or by signing and delivering a
proxy bearing a later date, or by attending the Cybernetics Meeting and giving
notice of revocation to Cybernetics at that time. Attendance at the Cybernetics
Meeting will not in and of itself constitute a revocation of a proxy. Signed
but unmarked proxies will be deemed to be a vote FOR approval and adoption of
the Merger Agreement and the Merger.

BACKGROUND AND REASONS FOR THE MERGER;
RECOMMENDATIONS OF THE BOARDS OF DIRECTORS OF MENTOR AND CYBERNETICS

BACKGROUND OF THE MERGER

In October, 1994 Mentor, in its capacity as the general partner of the
Partnership, engaged Mr. Kerry C. Dustin d/b/a Falls River Group ("Falls River")
as its financial advisor to, among other things, analyze and explore various
corporate strategic alternatives for the Partnership. As a result, Falls River
commenced a review of the Partnership's historical financial performance,
internal growth and prospects and potential options relating to the business of
the Partnership. Additionally, Falls River began to contact third parties that
might be interested in investing in, a joint venture with, merging with or
acquiring all or part of the business of the Partnership (each, a
"Transaction"). By January 1995, Falls River and Mentor had identified several
specific companies (the "Strategic Buyers") that possessed, in the opinion of
Falls River and Mentor, certain key attributes, including (i) the financial
capacity to complete a Transaction; (ii) the ability to analyze and pursue a
Transaction within a reasonable amount of time and with a minimum amount of
disruption to the Partnership's operations; (iii) the proven ability to close a
Transaction given appropriate information; and (iv) the greatest likelihood to
pay the highest price in connection with a Transaction. Several Strategic
Buyers were identified by Mentor and Falls River through this process, including
Vanstar. Throughout 1995 and continuing into 1996, Mentor held preliminary
discussions with several Strategic Buyers regarding a variety of proposed
Transactions. In mid-August 1995, representatives of Falls River and Mentor met
with Coleman D. Sisson, Vanstar's Senior Vice President and General Manager,
Learning Network, to discuss the possibility of a Transaction between the
Partnership and Vanstar. At this meeting, the parties concluded that there was
sufficient mutual interest to discuss further the possibility of a Transaction.
On October 1, 1995, representatives of Mentor and Falls River met again with
Vanstar to begin specific discussions regarding a potential Transaction. In
attendance for Vanstar were William Y. Tauscher, Chairman of the Board and Chief
Executive Officer, Jeffrey S. Rubin, Vice Chairman of the Board and Chief
Financial Officer and Coleman D. Sisson. Among other things, at this meeting
the relationship of the Partnership with Global Training Network, Inc. ("GTN")
and the status of the Franchise Agreement dated March 31, 1992 between GTN and
the Partnership (the "Franchise Agreement") was discussed. At the close of this
meeting, the parties mutually agreed that the business performed by the
Partnership would not strategically fit with Vanstar while the Partnership
remained a franchisee of GTN under the terms of the Franchise Agreement.
Accordingly, no further discussions concerning a possible Transaction between
the parties were planned or anticipated.

Throughout 1995, including the period when the preliminary discussions with
Vanstar were taking place, Mentor pursued various opportunities with certain
other Strategic Buyers; however, no definitive agreements were executed or
delivered. At various times during this period, Falls River advised Mentor
that, in its opinion, the likelihood of a Transaction would be enhanced if the
Partnership terminated its franchise relationship with GTN. Beginning in April
1995 and continuing over the course of the next several months, Mentor and its
advisors negotiated an option to terminate the Franchise Agreement. On November
8, 1995 Mentor, the Partnership and GTN executed a Franchise Termination
Agreement pursuant to which, among other things, GTN granted the Partnership the
option to terminate the Franchise Agreement for an option exercise price of
$190,000 in cash plus the surrender by certain executive officers of Mentor of
their shares of capital stock in GTN (the "Franchise Termination Agreement").

During early April 1996, Mentor advised representatives of Vanstar of the
Franchise Termination Agreement. As a result, on April 15, 1996,
representatives of Vanstar, Mentor and Falls River began again to discuss the
possibility of a Transaction between the Partnership and Vanstar. Extensive
negotiations continued over

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a period of several weeks and on May 21, 1996 a letter of intent was executed
which set forth the basic terms of a Transaction between the participants.

The Partnership had already reached the conclusion that the completion
of any Transaction (whether or not with Vanstar) would be facilitated if the
Limited Partners of the Partnership exchanged their limited partnership
interests in the Partnership for shares of stock in a corporation. Such an
exchange would simplify obtaining the requisite approval of the transaction,
it would enable a merger to be structured with a proposed acquirer, and it
would provide a clear and fair mechanism for assuring dissenters' rights for
limited partners who did not wish to consent to any proposed Transaction.
The Letter of Intent reflected the Partnership's intent to seek the approval
of the Limited Partners to this reorganization, and the Merger Agreement
likewise reflected the expectation of the parties that this reorganization
would be accomplished. Beginning on May 14, 1996, the Partnership explored
with its Limited Partners the need for reorganization of the limited
partnership interests as a corporation to facilitate a Transaction. The
reorganization of the limited partnership interests into Cybernetics was
completed on June 14, 1996.

On May 23, 1996, counsel to Vanstar presented a draft of the Merger
Agreement to Mentor's counsel. From that date to June 3, 1996, Mentor and
Cybernetics and their respective advisors and Vanstar and its advisors proceeded
to negotiate the terms of a final Merger Agreement. The structure of the Merger
and terms of the Merger Agreement were the subject of significant negotiation.
Vanstar's conditions to closing the Merger were also heavily negotiated.

On June 3, 1996, the parties agreed on the final terms of the Merger
Agreement in the form attached as APPENDIX A hereto. In connection with the
transactions contemplated by the Merger Agreement, Mentor terminated the
Franchise Agreement on June 14, 1996 pursuant to the terms of the Franchise
Termination Agreement.

MENTOR'S REASONS FOR THE MERGER; RECOMMENDATIONS OF DIRECTORS OF MENTOR

The Board of Directors of Mentor met on May 14, 1996, and by unanimous vote
of all directors, determined that the terms of the Merger, as set forth in the
then current draft of the Letter of Intent, were fair to and in the best
interests of Mentor and its shareholders and are fair to and in the best
interests of the Partnership and its general partner and limited partners, and
authorized and directed the President to execute the Letter of Intent and any
resulting Merger Agreement on behalf of Mentor. The President of Mentor
executed the Merger Agreement on June 3, 1996. On July 10, 1996, the Board of
Directors of Mentor by unanimous written consent resolved that the Merger upon
the terms set forth in the Merger Agreement is in the best interests of Mentor
and ratified and approved the actions of the officers of Mentor in negotiating
and executing the Merger Agreement.

ACCORDINGLY, THE BOARD OF DIRECTORS OF MENTOR, HAVING UNANIMOUSLY APPROVED
THE MERGER AGREEMENT AND DETERMINED THAT THE MERGER IS FAIR TO AND IN THE BEST
INTERESTS OF MENTOR AND ITS SHAREHOLDERS, RECOMMENDS THAT THE SHAREHOLDERS OF
MENTOR VOTE FOR ADOPTION OF THE MERGER AGREEMENT.

As described above under "Background of the Merger" the decision of the
Mentor Board to approve the Merger Agreement on May 14, 1996 followed almost 20
months of exploring and analyzing strategic and financial alternatives available
to Mentor for the Partnership. During this period, the Board of Directors of
Mentor reviewed in detail the business of the Partnership, results of operations
and prospects, including possible Transactions with Strategic Buyers. Also
during this period, Falls River presented to the President of Mentor periodic
updates on the status of its exploration and analysis of various strategic and
financial alternatives available to the Partnership.

In making its recommendation to the shareholders of Mentor with respect to
the Merger, the Board of Directors of Mentor considered a number of factors.
These factors, all of which supported its determination, include the following:

(i) the information provided to the Mentor Board by the officers of
Mentor with respect to the financial and other aspects of the Merger,
including the relationship thereof to other possible Transactions and the
prospects of the Partnership if the Merger were not to be effected;

<PAGE>

(ii) the review of the material terms and conditions of the Merger
as reflected in the Merger Agreement, including the amount and form of
consideration, the proposed price protection range and the fact that each
holder of Mentor Common Stock will receive for his or her shares the same
consideration, which the Board of Mentor believed represented the most
favorable transaction possible with Vanstar for the shareholders of Mentor;

(iii) the historical and prospective business of the Partnership,
including, among other things, the current financial condition, future
prospects of the Partnership and the current financial condition and future
prospects of Vanstar;

(iv) the conditions precedent to the consummation of the Merger,
including certain requirements that the Merger will be accounted for as a
pooling of interests, and the estimated length of time to consummate the
Merger;

(v) the structure of the Merger, which the Board believes would
permit holders of the Mentor Common Stock to exchange all of their shares
on a tax-free basis;

(vi) the strategic goals of Vanstar regarding the future of the
computer training business and the Partnership's position therein;

(vii) the base of Fortune 1000 companies which are current customers
of Vanstar;

(viii) the likelihood that the consummation of the Merger Agreement
would provide the shareholders of Mentor with increased liquidity for their
investment;

(ix) information relating to the financial condition, results of
operations and capital levels of Vanstar, the profitability and potential
profitability of Vanstar and management's best estimates of the prospects
of Vanstar; and

(x) the strategic effect of a business combination with Vanstar,
including (A) the access to additional capital, (B) the marketing and
competitive advantages of the combination with Vanstar, (C) the
compatibility of Vanstar's business with the Partnership's, and (D) the
opportunities to enhance shareholder value by bringing in a management team
with a proven record for increasing share value.

The foregoing discussion of the information and factors discussed by the
Board of Directors of Mentor is not meant to be exhaustive but is believed to
include all material factors considered by the Mentor Board. The Mentor Board
did not quantify or attach any particular weight to the various factors that it
considered in reaching its determination that the Merger is in the best
interests of its shareholders.

CYBERNETICS REASONS FOR THE MERGER; RECOMMENDATIONS OF THE BOARD OF DIRECTORS OF
CYBERNETICS

As noted above, the Board of Directors of Mentor, at its meeting on May 14,
1996, determined by unanimous vote that the terms of the Merger, as set forth in
the then-current draft of the Letter of Intent, are fair to and in the best
interest of the Partnership and its general partner and limited partners. The
Board of Directors of Cybernetics met on June 14, 1996, and by unanimous vote of
all directors, determined that the terms of the Merger are fair to and in the
best interests of Cybernetics and its shareholders (the former limited partners
of the Partnership), approved the Merger Agreement and authorized and directed
the President to execute the Merger Agreement on behalf of Cybernetics. The
President of Cybernetics executed the Merger Agreement effective as of June 3,
1996.

ACCORDINGLY, THE BOARD OF DIRECTORS OF CYBERNETICS, HAVING UNANIMOUSLY
APPROVED THE MERGER AGREEMENT AND DETERMINED THAT THE MERGER IS FAIR TO AND IN
THE BEST INTERESTS OF CYBERNETICS AND ITS SHAREHOLDERS, RECOMMENDS THAT THE
SHAREHOLDERS OF CYBERNETICS VOTE FOR ADOPTION OF THE MERGER AGREEMENT.

<PAGE>

Because Cybernetics was not formed until June 2, 1996, it does not have
Mentor's history of negotiations with Vanstar and other Strategic Buyers.
However, because Mentor, as general partner of the Partnership, was acting on
behalf of both the general partner and all of the limited partners, Mentor's
history of negotiations applies equally to Cybernetics, and the factors which
persuaded Mentor that the transaction is in the best interest of the general and
limited partners of the Partnership apply as well now that the limited partners
of the Partnership have reorganized as shareholders of Cybernetics. The
following factors, all of which supported Mentor's original determination, are
of particular importance to Cybernetics shareholders:

(i) the review of the material terms and conditions of the Merger
as reflected in the Merger Agreement, including the amount and form of
consideration, the proposed price protection range and the fact that each
holder of Cybernetics Common Stock will receive for his or her shares the
same consideration, which the Board of Mentor initially and the Board of
Cybernetics subsequently believed represented the most favorable
transaction possible with Vanstar for the limited partners of the
Partnership and the shareholders of Cybernetics;

(ii) the historical and prospective business of the Partnership,
including, among other things, the current financial condition, future
prospects of the Partnership and the current financial condition and future
prospects of Vanstar;

(iii) the broad range of complementary services offered by Vanstar,
which the Partnership can use to help retain and broaden existing client
relationships;

(iv) the base of Fortune 1000 companies which are current customers
of Vanstar, which enable Cybernetics and the Partnership to acquire
exposure to a much larger group of potential clients;

(v) the likelihood that the consummation of the Merger Agreement
would provide the shareholders of Cybernetics with increased liquidity for
their investment;

(vi) information relating to the financial condition, results of
operations and capital levels of Vanstar, the profitability and potential
profitability of Vanstar and management's best estimates of the prospects
of Vanstar; and

(vii) the likelihood that a business combination with Vanstar will
improve shareholder value by bringing in a management team with a proven
track record of increasing shareholder value and by protecting the
Partnership in a key area of perceived future competition, because the
Board believes that the future of the computer-training business will be
directly affected by Vanstar's Life-Cycle Management services and by
similar offerings of Vanstar competitors.

The foregoing discussion of the information and factors discussed by the
Board of Directors of Mentor on behalf of the Partnership and by the Board of
Directors of Cybernetics is not meant to be exhaustive but is believed to
include all material factors considered by both Boards. The Cybernetics Board
did not quantify or attach any particular weight to the various factors that it
considered in reaching its determination that the Merger is in the best
interests of its shareholders.

VANSTAR'S REASONS FOR THE MERGER

A transaction with Mentor was discussed at meetings of the Board of
Directors of Vanstar on several occasions, although no such meeting was called
for the sole purpose of considering such a transaction. Approving the Merger,
the Board considered numerous factors without assigning relative weights
thereto, including (i) the financial performance and prospects of the
Partnership, particularly upon termination of the Franchise Agreement and
effectiveness of the Merger, (ii) the material terms of the Merger as reflected
in the Merger Agreement, including the amount and form of consideration and the
proposed price of protection range, (iii) the reputation enjoyed by the
Partnership in the highly competitive computer education market, (iv) the market
position held by the Partnership, including the level of customer overlap with
certain current Fortune 1000 customers of Vanstar,

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(v) the strong management team of the Partnership, (vi) the anticipated
growth in the computer training and support industry, and (vii) the impact of
the Merger on the long-term goals, interest, prospects and objectives of
Vanstar.

On June 3, 1996, the Board of Directors concluded that the terms of the
Merger are fair to and in the best interests of Vanstar and its stockholders,
approved the Merger Agreement and authorized the execution thereof. A Senior
Vice President of Vanstar executed the Merger Agreement as of June 3, 1996.

The Board of Directors of Vanstar believes that the Merger provides the
company with an attractive opportunity to further strengthen its position as a
leading provider of information technology training and education services in
the midwestern United States. Such services are considered by Vanstar as an
integral part of the life cycle solutions designed by Vanstar to support its
customers' PC network infrastructure.

PROPOSAL I: THE MERGER

MENTOR PROPOSAL NO. I

AT THE MENTOR MEETING, THE SHAREHOLDERS OF MENTOR WILL CONSIDER AND VOTE
UPON THE MERGER AND MERGER AGREEMENT.

CYBERNETICS PROPOSAL NO. I

AT THE CYBERNETICS MEETING, THE SHAREHOLDERS OF CYBERNETICS WILL CONSIDER
AND VOTE UPON THE MERGER AND MERGER AGREEMENT.

OVERVIEW

Effective June 3, 1996, Vanstar, VST, Mentor, Cybernetics and the
Partnership executed the Merger Agreement attached as APPENDIX A hereto. The
Merger Agreement provides for, among other things, the simultaneous merger of
Mentor and Cybernetics with and into VST upon satisfaction (or waiver where
permissible) of the conditions precedent to the Merger, including the approval
of the requisite vote of the shareholders of each of Mentor and Cybernetics, as
more specifically set forth in the Merger Agreement. Pursuant to the terms of
the Merger Agreement, the Merger requires the approval of the holders of at
least ninety percent (90%) of the voting power of each of Mentor and
Cybernetics. Upon consummation of the Merger, the separate corporate existence
of each of Mentor and Cybernetics will cease and such entities will combine with
VST as a single corporation.

The current organizational structure of Mentor, Cybernetics and the
Partnership is shown in the following diagram:

Mentor is the corporate general partner of the Partnership which holds, as
its only asset, the sole general partnership interest in the Partnership
representing approximately 64.0448% of the partnership interests therein.
Cybernetics was organized in June 1996 to succeed to the limited partnership
interests of each of the limited partners of the Partnership (the "Limited
Partner Conversion"). As a result of the Limited Partner Conversion effected
June 14, 1996, each of the limited partners of the Partnership had his or her
interest therein converted into a pro-rata stock position in Cybernetics and
Cybernetics became the sole limited partner of the Partnership. The Limited
Partner Conversion eliminated all of the rights of the limited partners as such
in the Partnership, except to the extent

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that acting together the shareholders of Cybernetics could exercise such
rights. Currently, the only business conducted by either Mentor or
Cybernetics is the management of their respective partnership interests in
the Partnership and the exercise of the various rights pertaining thereto.
Mentor, as the general partner of the Partnership, manages its day-to-day
affairs, including the conduct of its business. Because limited partners
have very limited rights generally under Ohio law, and because limited
partners of the Partnership are specifically and similarly limited, with
regard to participating in the management of the Partnership's business,
Cybernetics does not exercise meaningful control over nor does it participate
in, the conduct of the Partnership's business.

Immediately upon the filing of the Certificates of Merger with the
Secretary of State of the States of Delaware and Ohio in the manner required by
state law to cause the Merger to become effective (the "Effective Time"), the
general partnership interests previously held by Mentor and the limited
partnership interests previously held by Cybernetics will each be held by VST.
Thereafter, Vanstar intends to effectively dissolve the Partnership and carry on
the business previously conducted thereby in and through VST as a wholly owned
corporate subsidiary of Vanstar.

TERMS OF THE MERGER

THE INFORMATION CONTAINED IN THIS JOINT PROXY STATEMENT/PROSPECTUS WITH
RESPECT TO THE MERGER AGREEMENT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE
COMPLETE TEXT OF THE MERGER AGREEMENT, ATTACHED HERETO AS APPENDIX A, WHICH IS
INCORPORATED HEREIN BY REFERENCE.

THE MERGER. Subject to the terms of the Merger Agreement, (i) at the
Effective Time, each of Mentor and Cybernetics will simultaneously merge with
and into VST, (ii) the separate existence of Mentor and Cybernetics will cease,
(iii) VST will be the surviving corporation in the Merger (the "Surviving
Corporation") and (iv) the internal corporate affairs of the Surviving
Corporation will continue to be governed by the laws of the State of Delaware.
Upon consummation of the Merger, the Surviving Corporation's principal office
will be in Pleasanton, California. The Surviving Corporation currently intends
to continue transacting business in Ohio as a foreign corporation.

CERTIFICATE OF INCORPORATION; BYLAWS. The Merger Agreement provides that
the Certificate of Incorporation of VST as in effect immediately prior to the
Effective Time will become the Certificate of Incorporation of the Surviving
Corporation. The Bylaws of VST in effect at the Effective Time will become the
Bylaws of the Surviving Corporation.

DIRECTORS AND OFFICERS. The directors and officers of VST (certain of the
directors and officers of Vanstar) at the Effective Time will become the
directors and officers of the Surviving Corporation until their successors have
been duly elected or appointed and qualified or until their earlier death,
resignation or removal. In connection with the Merger Agreement, Dr. Joseph
Oshins, the current President of Mentor and Cybernetics, expects to enter into
an employment agreement with Vanstar pursuant to which Dr. Oshins will act as
Vice President - Business Development for Vanstar's Education Services Group.
See "Proposal I: The Merger - Interested Parties."

EFFECTIVE TIME. Promptly following satisfaction (or waiver where
permissible) of the conditions to the Merger, the Merger will be consummated and
become effective at the time in which the Certificates of Merger to be filed
pursuant to the Ohio General Corporation Law ("OGCL") and the DGCL are accepted
for filing by the Secretaries of State of the States of Delaware and Ohio or
such later date and time as may be specified in such Certificates of Merger.
The Certificates of Merger will be filed only upon satisfaction or waiver of the
conditions contained in the Merger Agreement and only if no party has exercised
any right of termination provided in the Merger Agreement. See "Proposal I:
The Merger - Terms of the Merger -- Conditions; Waiver." At the Effective Time,
the stock transfer books of Mentor and Cybernetics will be closed whereupon
transfers of Mentor Common Stock and Cybernetics Common Stock will not be
permitted.

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CONVERSION OF SHARES. Pursuant to the terms of the Merger Agreement, 95%
of the total shares issuable by Vanstar thereunder (the "Acquisition Shares")
will be issued to, or for the benefit of, the shareholders of Mentor and
Cybernetics. The remaining 5% of shares of Vanstar Common Stock (the "Falls
River Shares") will be issued to Falls River in cancellation of certain
brokerage and/or finder's fees incurred by the Partnership.

ACQUISITION SHARES. Upon consummation of the Merger, the aggregate
number of shares of Mentor Common Stock and Cybernetics Common Stock will be
converted into the right of their respective shareholders to receive an
aggregate of not less than 285,000 shares of Vanstar Common Stock and not more
than 332,500 shares of Vanstar Common Stock, depending upon the closing sales
price of the Vanstar Common Stock over a specified period of time prior to the
day specified by Vanstar as the closing date of the Merger Agreement (the
"Closing Date"). Specifically, if the average closing sales price of the
Vanstar Common Stock (rounded up or down to the nearest one-eighth of a dollar)
as reported on the NYSE for the five consecutive trading days immediately
preceding two trading days before the Closing Date (the "Market Value"), equals
or exceeds $10.00 per share of Vanstar Common Stock, but is less than $13.00 per
share of Vanstar Common Stock, then, in such event, the number of Acquisition
Shares issuable by Vanstar in the Merger will equal 332,500 shares minus
1,979.16 shares of Vanstar Common Stock for each one-eighth of a dollar that the
Market Value is above $10.00 per share. If the Market Value is less than $10.00
per share or equal to or greater than $13.00 per share, the aggregate number of
Acquisition Shares issuable in the Merger will equal 332,500 shares of Vanstar
Common Stock or 285,000 shares of Vanstar Common Stock, respectively. Pursuant
to the terms of the Partnership Agreement dated November 30, 1984 governing the
internal affairs of the Partnership (the "Partnership Agreement"), Mentor
shareholders, as a group, are entitled to receive 64.0448% of any assets
distributed by the Partnership upon dissolution or liquidation, after all claims
of creditors have been satisfied, and the Cybernetics shareholders, as a group,
are entitled to receive the remaining 35.9552%. The Merger Agreement provides
for distribution of the Acquisition Shares in the same manner. As a result,
each outstanding share of Mentor Common Stock issued and outstanding immediately
prior to the Effective Time, will, at the Effective Time, be converted into the
right to receive (i) 59.3834 shares of Vanstar Common Stock if the Market Value
is less than $10.00 per share; (ii) between 50.9001 and 59.3834 shares of
Vanstar Common stock if the Market Value is at least $10.00 per share but not in
excess of $13.00 per share or (iii) 50.9001 shares of Vanstar Common Stock if
the Market Value is $13.00 per share or more. Similarly, each outstanding share
of Cybernetics Common Stock issued and outstanding immediately prior to the
Effective Time, shall, at the Effective Time, be converted into the right to
receive (i) 15.0492 shares of Vanstar Common Stock if the Market Value is less
than $10.00 per share; (ii) between 12.8993 and 15.0492 shares of Vanstar Common
Stock if the Market Value is at least $10.00 per share but not in excess of
$13.00 per share of (iii) 12.8993 shares of Vanstar Common Stock if the Market
Value is $13.00 per share or more.

FALLS RIVER SHARES. Upon consummation of the Merger, Falls River will
be entitled to receive no less than 15,000 shares of Vanstar Common Stock and no
more than 17,500 shares of Vanstar Common Stock in complete satisfaction of any
claims or fees owed to it by Mentor, Cybernetics or the Partnership.
Specifically, if the Market Value equals or exceeds $10.00 per share of Vanstar
Common Stock, but is less than $13.00 per share of Vanstar Common Stock, then,
in such event, the number of Falls River Shares issuable by Vanstar in the
Merger will equal 17,500 shares minus 104.17 shares of Vanstar Common Stock for
each one-eighth of a dollar that the Market Value is above $10.00 per share. If
the Market Value is less than $10.00 per share or equal to or greater than
$13.00 per share, the aggregate number of Falls River Shares issuable in the
Merger will equal 17,500 shares of Vanstar Common Stock or 15,000 shares of
Vanstar Common Stock, respectively.

THE EXACT NUMBER OF ACQUISITION SHARES AND FALLS RIVER SHARES TO BE ISSUED
IN THE MERGER WILL NOT BE DETERMINED UNTIL IMMEDIATELY PRECEDING THE
CONSUMMATION THEREOF. THE NUMBER OF SHARES OF VANSTAR COMMON STOCK TO BE ISSUED
WILL BE DETERMINED BY REFERENCE TO THE AVERAGE CLOSING PRICE OF THE VANSTAR
COMMON STOCK DURING THE DESIGNATED CALCULATION PERIOD ENDING PRIOR TO
CONSUMMATION OF THE MERGER AGREEMENT. SHAREHOLDERS ARE URGED TO CONSIDER THE
CURRENT TRADING PRICES OF THE VANSTAR COMMON STOCK BEFORE DECIDING TO VOTE "FOR"
OR "AGAINST" THE MERGER. NO ASSURANCES CAN BE GIVEN AS TO THE AVERAGE TRADING
PRICE OF THE VANSTAR COMMON STOCK DURING THE

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CALCULATION PERIOD. See "Information concerning Vanstar - Dividends on and
Market Prices of Vanstar Common Stock."

FRACTIONAL SHARES. No fractional shares of Vanstar Common Stock will be
issued in the Merger. In lieu of any such fractional shares (whether initially
distributable or distributable upon expiration of any applicable escrow period),
each investor who otherwise would be entitled to receive a fractional share of
Vanstar Common Stock pursuant to the Merger will be paid an amount in cash,
without interest, based upon the Market Value of the Vanstar Common Stock.

STOCK OPTIONS; WARRANTS. Pursuant to the terms of the Merger Agreement,
all stock options, warrants and other contingent rights to acquire interests in
the Partnership or shares of Mentor Common Stock or Cybernetics Common Stock, as
the case may be, shall be exercised or terminated prior to the Effective Time.
There are no remaining stock options, warrants or other contingent rights to
acquire shares of Mentor Common Stock. Holders of the Partnership's convertible
debentures and warrants which remain outstanding will, pursuant to the terms of
the applicable debentures and warrants, receive copies of this Joint Proxy
Statement/Prospectus and will have the opportunity to convert their debentures
into and use their warrants to purchase shares in Cybernetics prior to the
Closing. ALL PER-SHARE INFORMATION FOR MENTOR AND CYBERNETICS CONTAINED IN THIS
JOINT PROXY STATEMENT/PROSPECTUS IS ON A FULLY DILUTED BASIS WHICH ASSUMES THAT
ALL STILL-OUTSTANDING CONVERTIBLE DEBENTURES HAVE BEEN CONVERTED INTO STOCK IN
CYBERNETICS AND ALL WARRANTS HAVE BEEN EXERCISED. The obligations of Vanstar
and VST to consummate the Merger are subject to the receipt by Vanstar of
satisfactory evidence of such exercise or termination.

ESCROW; INDEMNIFICATION. At the closing of the Merger, nine percent (9%)
of the aggregate number of Acquisition Shares and Falls River Shares (the
"Escrow Shares") will be held in escrow pursuant to the terms of an escrow
agreement ("Escrow Agreement") by a bank or trust company (the "Escrow Agent")
selected to administer the Escrow Agreement for a period not to exceed six
months from the Closing Date (the "Escrow Period"). A form of the Escrow
Agreement is attached as APPENDIX C to this Joint Proxy Statement/Prospectus.
Pursuant to the terms of the Escrow Agreement, Vanstar shall have the right to
submit claims to the Escrow Agent and, following a specified claims procedure,
seek to recover the Escrow Shares or proceeds thereof for any claims for which
indemnity is proper pursuant to the terms of the Merger Agreement and the Escrow
Agreement. Pursuant to the Merger Agreement, Vanstar is entitled to
indemnification during the Escrow Period from the Escrow Shares (a) for any and
all damages suffered as a result of the payment or discharge of any obligation
or liability of Mentor, Cybernetics or the Partnership to the extent not
reflected in or reserved against in the financial statements delivered to
Vanstar in connection with the Merger Agreement, (b) any and all damages
suffered because of any breach of representation or warranty of Mentor,
Cybernetics or the Partnership contained in the Merger Agreement, (c) any and
all damages resulting from the failure by Mentor, Cybernetics or the Partnership
to perform any agreements contained in the Merger Agreement, (d) any and all
damages resulting from or relating in any manner to the conversion of the
limited partnership interests in the Partnership into shares of capital stock of
Cybernetics, and (e) any and all damages suffered as a result of any shareholder
of Mentor or Cybernetics becoming entitled to receive payment for such
shareholder's common stock in excess of the amount such dissenting shareholder
would otherwise have received pursuant to the terms of the Merger Agreement.
The indemnification obligations of Mentor, Cybernetics and the Partnership to
Vanstar are limited to and will be satisfied solely from the Escrow Shares. Any
Escrow Shares remaining for three months following the expiration of the Escrow
Period will be delivered to Vanstar. Thereafter, any holder of Mentor Common
Stock or Cybernetics Common Stock making any claim with respect to such Escrow
Shares will be obligated to contact Vanstar.

Dr. Joseph H. Oshins, the current President of each of Mentor and
Cybernetics, has agreed pursuant to the terms of the Merger Agreement to act as
the representative of the shareholders of Mentor and Cybernetics under the
Escrow Agreement to, among other things, give any and all instructions deemed
appropriate under the provisions of the Escrow Agreement, to make any demands,
waivers, amendments or settlements thereunder, and to do such other acts deemed
necessary in the interest of the shareholders. The duties of Dr. Oshins shall
only be those which are specifically set forth in the Escrow Agreement, and he
shall incur no liability whatsoever in his capacity as shareholder
representative except for his wilful misconduct or gross negligence so long as
he acts in good faith. Dr. Oshins will receive only a nominal fee for his
services as shareholder representative under the Escrow Agreement.

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<PAGE>

Additionally, pursuant to the terms of the Merger Agreement, Vanstar has
agreed to indemnify Mentor, Cybernetics and the Partnership and each shareholder
of Mentor and Cybernetics from any damages arising from any third party claim
associated with a breach or alleged breach of an Underwriting Agreement between
Vanstar and Robertson, Stephens & Company, L.L.C. ("Robertson, Stephens") in
connection with Vanstar's initial public offering of Vanstar Common Stock on or
about March 11, 1996 (the "IPO").

EXCHANGE OF CERTIFICATES. Promptly after the Effective Time, the Escrow
Agent serving in its capacity as the exchange agent pursuant to the terms of the
Escrow Agreement, will mail a Letter of Transmittal and instructions to each
holder of record of certificates which immediately prior to the Effective Time
represented outstanding shares of Mentor Common Stock or Cybernetics Common
Stock (the "Certificates"), which letter and instructions are to be used in
forwarding the Certificates for surrender in exchange for (i) certificates
representing that number of whole Acquisition Shares that such holder has the
right to receive pursuant to the Merger minus such shareholder's pro-rata
portion of the Escrow Shares and (ii) cash for any fractional shares of Vanstar
Common Stock as to which such holder otherwise would be entitled. SHAREHOLDERS
OF MENTOR AND CYBERNETICS ARE REQUESTED NOT TO SURRENDER THEIR CERTIFICATES FOR
EXCHANGE UNTIL SUCH LETTER OF TRANSMITTAL AND INSTRUCTIONS ARE RECEIVED. As and
after the Effective Time and until surrendered as provided above, Certificates
will be deemed to represent the right to receive certificates representing that
number of whole Acquisition Shares of Vanstar Common Stock into which the shares
of Mentor Common Stock or Cybernetics Common Stock formerly represented by such
Certificates were converted in the Merger and a cash payment in lieu of any
fractional shares. Upon the expiration of the Escrow Period, each holder of a
Certificate shall also be entitled to receive that portion of the Escrow Shares
remaining after adjustment for any claims made by Vanstar therefor which such
holder has the right to receive pursuant to the Merger. If that portion of the
Escrow Shares allocable to any shareholder of Mentor or Cybernetics shall result
in a fractional share of Vanstar Common Stock, such shareholder will receive
only the number of whole Escrow Shares allocated thereto and such fractional
share shall be repurchased by Vanstar (based on the Market Value) out of funds
deposited with the Escrow Agent for that purpose.

The holders of the Certificates will not be entitled to receive dividends
or any other distribution from Vanstar declared on or after the Effective Time
until the Certificates are surrendered. Upon surrender of a Certificate, there
shall be paid to the person in whose name such shares of Vanstar Common Stock
are issued any dividends or other distributions which have a record date after
the Effective Time and a payment date prior to surrender. In no event shall the
persons entitled to receive such dividends or other distributions be entitled to
receive interest on such dividends or other distributions.

In addition, also promptly after the Effective Time, the Escrow Agent will
mail a separate Letter of Transmittal and instructions to Falls River which
letter and instructions are to be used in connection with the release of any
brokerage and/or finder's fees owed by Mentor, Cybernetics or the Partnership to
Falls River in exchange for (i) a certificate representing that number of whole
Falls River Shares that Falls River has the right to receive pursuant to the
Merger minus its portion of the Escrow Shares and (ii) cash for any fractional
shares of Vanstar Common Stock as to which Falls River otherwise would be
entitled. Upon expiration of the Escrow Period, Falls River will also be
entitled to receive that portion of the Escrow Shares remaining after adjustment
for any claims made by Vanstar therefor which Falls River has the right to
receive pursuant to the Merger in addition to a cash payment for any fractional
shares resulting therefrom.

REPRESENTATIONS AND WARRANTIES. The Merger Agreement contains numerous
representations and warranties of Vanstar, VST, Mentor, Cybernetics and the
Partnership. Specifically, Mentor, Cybernetics and the Partnership have jointly
and severally represented and warranted certain matters regarding, among other
things, their organization and qualification; authority to enter into the Merger
Agreement; capitalization; compliance with applicable organizational documents
and laws; options and other rights convertible into shares of capital stock of
Mentor and Cybernetics; subsidiaries; absence of conflicts between the Merger
Agreement and other agreements and documents; their respective financial
statements; absence of undisclosed liabilities; payment of taxes and compliance
with laws; absence of material adverse changes since April 30, 1996; certain
litigation; compliance with laws; governmental approvals and consents; the
operation of their respective businesses; title to and adequacy of the assets
held by Mentor, Cybernetics and the Partnership; certain contracts between
Mentor, Cybernetics, the Partnership and certain third parties; absence of
territorial restrictions; quality and quantity of inventory and related

<PAGE>

inventory matters; certain matters relating to customers and suppliers;
intellectual property; insurance policies and related matters; real property;
environmental matters; employees and labor matters; employee benefit plans;
confidentiality of certain matters; accuracy and completeness of the books and
records of Mentor, Cybernetics and the Partnership; absence of brokers or
finders other than Falls River; receivables; backlog; liabilities to affiliates,
and bank accounts and deposit boxes of Mentor, Cybernetics and the Partnership.

Each of Vanstar and VST have made certain representations and warranties
regarding, among other things, their organization and qualification; authority
to enter into the Merger Agreement; absence of conflicts between the Merger
Agreement and other agreements and documents; certain litigation; absence of
brokers or finders; accuracy and completeness of filings made with the
Commission; validity of the shares to be issued in connection with the Merger;
consents necessary to consummate the Merger and certain representations in
connection with the attempted qualification of the Merger as a tax-free
exchange.

LISTING OF SHARES ON THE NYSE. In the Merger Agreement, Vanstar has agreed
to take such action as it deems necessary to cause the Vanstar Common Stock to
be issued pursuant to the Merger Agreement to be listed for trading on the NYSE.

CONDITIONS AND OBLIGATIONS.

COVENANTS PENDING THE EARLIER OF THE EFFECTIVE TIME OR THE TERMINATION
OF THE MERGER. The Merger Agreement sets forth certain obligations of the
parties pending the earlier of the Effective Time or the abandonment or
termination of the Merger. See "The Merger - Terms of the Merger --
Termination." Accordingly, each of Mentor, Cybernetics and the Partnership have
agreed, among other things, to (i) operate the business of the Partnership only
in the ordinary course (except with respect to matters contemplated by the
Franchise Termination Agreement), (ii) perform all of their respective
obligations under specified contracts and to comply in all material respects
with applicable laws, (iii) not enter into or assume any material contract other
than sales and purchases of inventories and supplies in the ordinary course,
(iv) continue all policies of insurance relating to their respective businesses,
(v) other than in the ordinary course of business, not grant any increase in the
compensation of any employee employed in the operation of their respective
businesses or otherwise affect any employee benefit plan, (vi) not declare or
pay any dividends or make distribution in respect of their respective equity
interests, (vii) not take any action which would result in a breach of any
representations or warranties contained in the Merger Agreement, (viii) provide
reasonable access to Vanstar and VST and their respective advisors to all
assets, reports, records and personnel, (ix) provide unaudited financial
statements for each of Mentor, Cybernetics and the Partnership for each monthly
period prior to closing the transactions contemplated by the Merger Agreement,
(x) not make any public announcement with respect to the Merger without the
prior written consent of Vanstar, (xi) use all reasonable good faith efforts to
consummate the transactions contemplated by the Merger Agreement, (xii) use all
reasonable efforts to obtain all necessary consents or governmental approvals
required in connection with the consummation of the Merger, (xiii) notify
Vanstar in writing of any event that will or may result in a failure of any of
the conditions to the obligations of Vanstar and VST in the Merger, and (xiv)
provide, if reasonably obtainable, to Vanstar copies of certificates from the
appropriate taxing authority stating that no sales or use taxes are due.

OTHER AGREEMENTS. Pursuant to the Merger Agreement, each of Vanstar
and VST is obligated to (i) except as required by applicable law, obtain the
prior written consent of Mentor, Cybernetics and the Partnership prior to making
any public announcement in respect of the Merger Agreement, (ii) use all
reasonable efforts to consummate the transactions contemplated by the Merger
Agreement, (iii) notify Mentor, Cybernetics and the Partnership in writing of
any event that will or may result in the failure of any condition to the
obligations of such parties to close the Merger Agreement, (iv) use reasonable
efforts (without any obligation to pay any consideration not otherwise due) to
obtain the release of Joseph H. Oshins, the current President of Mentor and
Cybernetics, from his obligations as a guarantor under certain contracts to
which Mentor, Cybernetics or the Partnership is a party, and (v) prepare and
file with the Commission the Registration Statement on Form S-4 (of which this
Joint Proxy Statement/Prospectus forms a part) with respect to the shares of
Vanstar Common Stock issuable in the Merger and shall use all reasonable efforts
to have the Registration Statement declared effective as soon as practicable.

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<PAGE>

In addition, Mentor and Cybernetics have agreed that they shall (i) take
all action necessary to convene meetings of their respective shareholders as
promptly as practicable after the Registration Statement is declared effective,
recommend to such shareholders the approval of the Merger Agreement and use all
reasonable efforts to obtain such approval by such shareholders, (ii) prepare a
list of individuals who may be deemed affiliates thereof, (iii) provide Vanstar
with the right to designate specific arrangements with affiliates of the
Partnership, Mentor or Cybernetics to be terminated or fully performed at
closing (without liability or the payment of consideration not otherwise due
under such contract or arrangement) and (iv) undertake certain specific
activities to conclude operations as a GTN franchisee.

CONDITIONS; WAIVER. The respective obligations of the parties to
consummate the Merger are subject to the satisfaction or, where permissible,
waiver of the following general conditions: (i) the transactions contemplated
by the Merger Agreement shall not have been restrained, enjoined or otherwise
prohibited by any applicable law, and (ii) the absence of any action or
proceeding which has been in effect or is pending which could render the
consummation of the transactions contemplated by the Merger Agreement illegal.

The obligations of Vanstar and VST to consummate the Merger are also
subject to the satisfaction (or, where permissible, waiver) of the following
conditions: (i) the accuracy of the representations and warranties made by
Mentor, Cybernetics and the Partnership in the Merger Agreement, (ii) the
fulfillment by Mentor, Cybernetics and the Partnership of all covenants and
conditions in the Merger Agreement in all material respects, (iii) the receipt
by Vanstar of all requisite material governmental approvals and other consents,
(iv) the absence of any one or more material adverse changes with respect to the
Partnership arising on or after April 30, 1996, (v) the delivery of an opinion
from counsel to Mentor, Cybernetics and the Partnership in form and substance
reasonably satisfactory to Vanstar, (vi) the affirmative vote of at least ninety
percent (90%) of the outstanding shares of capital stock of each of Mentor and
Cybernetics approving the Merger and the Merger Agreement, (vii) the receipt by
Vanstar of all requested documentation in form and substance reasonably
satisfactory to Vanstar, (viii) the Registration Statement to which this Joint
Proxy Statement/Prospectus forms a part shall have become effective in
accordance with applicable law, (ix) the receipt by Vanstar of the executed
Pooling Lock-up Agreement executed in connection with the transactions
contemplated by the Merger Agreement, (x) the delivery by Dr. Joseph Oshins and
Linda Oshins of the Non-Competition Agreement executed in connection with the
transactions contemplated by the Merger Agreement, (xi) the receipt by Vanstar
of reasonable assurances from the employees of the Partnership which Vanstar
wishes to continue to employ that following the Merger such employees will
continue in such employment on terms and conditions satisfactory to Vanstar
including, without limitation, the employment of Dr. Joseph H. Oshins, (xii)
receipt by Vanstar of assurances from Vanstar's accountants to the effect that
the Merger will be treated as a "pooling of interests" for financial statement
purposes, (xiii) receipt by Vanstar of evidence reasonably satisfactory to
Vanstar that the warrants, debentures and other rights to acquire interests in
Mentor, Cybernetics and the Partnership have been exercised or terminated, and
(xiv) the receipt by Vanstar from Robertson, Stephens of a consent to the
transactions contemplated by the Merger Agreement. Prior to June 14, 1996
Vanstar also had the contractual right to terminate the Merger Agreement on the
basis of its due diligence inspection of the Schedules prepared by Mentor,
Cybernetics and the Partnership attached to the Merger Agreement.

The obligations of Mentor, Cybernetics and the Partnership to consummate
the Merger Agreement are subject to the satisfaction (or, where permissible,
waiver) of the following conditions: (i) the accuracy of the representations
and warranties made by Vanstar and VST in the Merger Agreement, (ii) the
fulfillment by Vanstar of all covenants and conditions in the Merger Agreement
in all material respects, (iii) the Registration Statement to which this Joint
Proxy Statement/Prospectus forms a part shall have become effective in
accordance with applicable law, (iv) the affirmative vote of at least ninety
percent (90%) of the outstanding shares of capital stock of each of Mentor and
Cybernetics shall have approved the Merger and the Merger Agreement, (v) the
delivery of an opinion of counsel to Vanstar in form and substance reasonably
satisfactory to Mentor, Cybernetics and the Partnership, (vi) the receipt by
Mentor, Cybernetics and the Partnership of all requested documentation in form
and substance reasonably satisfactory to such parties, (vii) the receipt by
Mentor, Cybernetics and the Partnership of all requisite material governmental
approvals necessary to consummate the transactions contemplated by the Merger
Agreement, and (viii) the execution by Vanstar of the employment agreement with
Dr. Oshins.

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REGULATORY APPROVALS. The Merger does not require any regulatory approvals
other than federal and state approval required in connection with the
effectiveness of the Registration Statement of which this Joint Proxy
Statement/Prospectus forms a part.

NO SOLICITATION. Mentor, Cybernetics and the Partnership have agreed that,
prior to the Effective Time, they will not permit any individual acting on their
behalf to solicit or encourage any inquiries or proposals for or enter into any
discussions with respect to the acquisition of the business of Mentor,
Cybernetics or the Partnership. Furthermore, Mentor, Cybernetics and the
Partnership have agreed that they will not permit any employee or other person
acting on their behalf to furnish any non-public information concerning such
entities to any person or entity other than in the ordinary course of business
or pursuant to applicable law.

TERMINATION. Pursuant to the terms reached between the parties, the Merger
Agreement may be terminated at any time prior to the Closing Date by written
agreement. In addition, the Merger Agreement may be terminated by any of
Mentor, Cybernetics, the Partnership, Vanstar or VST by written notice to the
other parties if the transactions contemplated by the Merger Agreement shall not
have been consummated prior to September 30, 1996 unless such date is extended
by mutual written consent between the parties. Furthermore, the Merger
Agreement may be terminated by Vanstar in the event that any one or more of the
conditions to its obligation to close have not been satisfied in full or where
permissible waived on or before September 30, 1996, unless such failure shall
have been due to the failure of Vanstar or VST to perform or comply with any of
the covenants, agreements or conditions to be performed or complied with by it
prior to the Closing Date. Similarly, Mentor, Cybernetics or the Partnership
may terminate the Merger Agreement in the event that any one or more of the
conditions to such parties' obligations to close have not been satisfied, or,
where permissible, waived on or before September 30, 1996, unless such failure
shall have been due to the failure of such parties to perform or comply with any
of the covenants, agreements or conditions to be performed or complied with by
them prior to the Closing Date.

In addition to provisions regarding termination noted in the preceding
paragraph, each of the parties retained the right, until July 3, 1996, to
terminate the Merger Agreement if any such party was not satisfied, in its sole
discretion, with all matters associated with the Franchise Termination
Agreement. See "Background and Reasons for the Merger; Recommendations of the
Boards of Directors of Mentor and Cybernetics - Background of the Merger." None
of the parties attempted to exercise this right of termination. If Vanstar
would have timely exercised its right to terminate the Merger Agreement on this
basis, it would have been obligated to pay the Partnership $190,000 in cash.

BREAK-UP FEE. If the Merger Agreement is terminated (i) as a result of the
failure of the Registration Statement to which this Joint Proxy
Statement/Prospectus forms a part to become effective by September 20, 1996;
(ii) by Vanstar as a result of a material breach of certain representations or
warranties of Mentor, Cybernetics or the Partnership, if the damages resulting
from such breach do not exceed $50,000, or (iii) by Mentor, Cybernetics and the
Partnership resulting from Vanstar's or VST's failure to fulfill certain other
conditions precedent to the consummation of the Merger Agreement by September
30, 1996, then Vanstar is obligated to pay the Partnership $190,000 in cash,
which sum is to serve as the sole and exclusive remedy for any claims arising
from the Merger Agreement or the termination thereof.

VOTING AGREEMENT

In connection with the execution of the Merger Agreement, the Consenting
Shareholders, the holders of approximately 82% and 16% of the outstanding shares
of Mentor Common Stock and Cybernetics Common Stock, respectively (or 2,950 and
1,281 shares of Mentor Common Stock and Cybernetics Common Stock, respectively),
have agreed to vote all such shares held by them in favor of the Merger at the
Mentor Meeting and the Cybernetics Meeting, as the case may be. The approval of
at least ninety percent (90%) of the outstanding shares of each of the Mentor
Common Stock and Cybernetics Common Stock is required for approval of the Merger
Agreement.

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NON-COMPETITION AGREEMENT

Pursuant to the terms of the Merger Agreement and as a condition to the
obligations of Vanstar and VST to close the transactions contemplated thereby,
each of Dr. Oshins, the current President of Mentor and Cybernetics and Linda
Oshins have agreed to execute a Non-Competition Agreement. In so doing, the
Oshins will agree not to, directly or indirectly, carry on, engage in, own or
otherwise participate in any business delivering computer education or training
services for a period of two years after the closing of the transactions
contemplated by the Merger Agreement. The foregoing restrictions, however, do
not prohibit either of the Oshins from (i) owning capital stock in Vanstar; (ii)
being employed by Vanstar or a subsidiary of Vanstar or (iii) owning less than
five percent of any class of securities of a publicly held corporation. No
additional consideration is being paid to the Oshins in connection with their
agreement to execute the Non-Competition Agreements.

TRANSFERABILITY OF VANSTAR COMMON STOCK

The shares of Vanstar Common Stock to be issued in connection with the
Merger (whether initially distributable Acquisition Shares or Falls River Shares
or subsequently issuable Escrow Shares) will be freely tradeable under the
Securities Act, except for shares of Vanstar Common Stock issued to any person
deemed to be an affiliate of Mentor or Cybernetics for purposes of Rule 145
under the Securities Act at the time of the Mentor Meeting or Cybernetics
Meeting, as the case may be (the "Affiliates"). Affiliates may not sell the
shares of Vanstar Common Stock received in connection with the Merger except
pursuant to an effective registration statement under the Securities Act
covering such shares, or in compliance with Rule 144 or Rule 145 promulgated
under the Securities Act or another applicable exemption from the registration
requirements of the Securities Act. Pursuant to the terms of the Merger
Agreement, each of Mentor and Cybernetics will cause to be prepared and
delivered to Vanstar prior to the Closing Date, a list identifying all persons
who may be deemed to be Affiliates.

In addition to the restrictions on transferability noted in the preceding
paragraph, the Consenting Shareholders have agreed not to transfer, sell or
otherwise dispose of any shares of Vanstar Common Stock received in connection
with the Merger until the date of filing by Vanstar with the Commission of the
financial results reflecting the post-Merger combined operations of Vanstar,
Mentor, Cybernetics and the Partnership for a period of at least thirty days on
either a Current Report on Form 8-K or Quarterly Report on Form 10-Q. The
shares of Vanstar Common Stock to be issued to the Consenting Shareholders will
bear a restrictive legend referencing such covenant in order to insure
compliance therewith.

ACCOUNTING TREATMENT

It is expected that the Merger will be accounted for as a "pooling of
interests." It is a condition to the obligation of Vanstar to consummate the
Merger that Vanstar receive the opinion of Ernst & Young that the Merger will be
accounted for as a pooling of interests for financial statement purposes.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO SHAREHOLDERS OF MENTOR

The following discussion is a general summary of the principal federal
income tax consequences of the Merger to individual United States holders of
Mentor Common Stock who hold their shares as capital assets. The discussion is
based on laws, regulations, rulings and decisions currently in effect. It is
for general information only, and is not intended to be tax advice to any
particular shareholder of Mentor. Further, the discussion does not take into
account rules that are applicable to shareholders subject to special treatment
under the Code, or to shareholders who acquired their shares pursuant to the
exercise of an employee stock option, employee stock purchase plan or otherwise
as compensation. The discussion does not address state, local or foreign tax
consequences of the Merger.

Assuming the Merger is consummated in the manner set forth in the Merger
Agreement, the shareholders maintain a sufficient continuity of shareholder
stock interest in Vanstar, and the Merger otherwise qualifies as a
reorganization under Section 368 of the Code, a holder of Mentor Common Stock
who receives solely Vanstar Common Stock in the Merger in exchange for all the
shares of Mentor Common Stock owned by such holder, will not recognize gain or
loss solely upon such exchange for federal income tax purposes. Gain will be
recognized to

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the extent cash is received in lieu of fractional shares or in payment of
Dissenters' Rights. The tax basis of the Vanstar Common Stock received in
such an exchange will be equal to the basis of the Mentor Common Stock
exchanged therefor.

Although the Board of Mentor, based on the above and certain additional
assumptions, believes that the Merger should constitute a tax-free
reorganization under Section 368 of the Code, it will not seek an IRS ruling or
an opinion of counsel with respect to the tax effect of the Merger on the
holders of Mentor Common Stock. Further, there can be no assurance that the IRS
will not take a position contrary to the belief held by the Board or that such
belief will be upheld by the Courts if challenged by the IRS.

THE SPECIFIC TAX TREATMENT OF EACH SHAREHOLDER DEPENDS ON THEIR PARTICULAR
FACTS AND CIRCUMSTANCES. EACH HOLDER OF MENTOR COMMON STOCK IS ADVISED TO
CONSULT WITH SUCH SHAREHOLDER'S OWN TAX ADVISOR CONCERNING THE FEDERAL INCOME
TAX CONSEQUENCES OF THE MERGER, AS WELL AS THE APPLICABLE STATE, LOCAL, FOREIGN
OR OTHER TAX CONSEQUENCES.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES APPLICABLE TO SHAREHOLDERS OF
CYBERNETICS

The following discussion is a general summary of the principal federal
income tax consequences of the Merger to individual United States holders of
Cybernetics Common Stock who hold their shares as capital assets. The
discussion is based on laws, regulations, rulings and decisions currently in
effect. It is for general information only, and is not intended to be tax
advice to any particular shareholder of Cybernetics. Further, the discussion
does not take into account rules that are applicable to shareholders subject to
special treatment under the Code, or to shareholders who acquired their shares
pursuant to the exercise of an employee stock option, employee stock purchase
plan or otherwise as compensation. The discussion does not address state, local
or foreign tax consequences of the Merger.

Subject to the discussion below concerning alternative tax treatment, and
assuming the Merger is consummated in the manner set forth in the Merger
Agreement, the Shareholders maintain a sufficient continuity of shareholder
stock interest in Vanstar, and the Merger otherwise qualifies as a
reorganization under Section 368 of the Code, a holder of Mentor Common stock
who receives solely Vanstar Common Stock in the Merger in exchange for all the
shares of Mentor Common Stock owned by such holder, will not recognize gain or
loss solely upon such exchange for federal income tax purposes. Gain will be
recognized to the extent cash is received in lieu of fractional shares or in
payment of Dissenters' Rights. The tax basis of the Vanstar Common Stock
received in such an exchange will be equal to the basis of the Cybernetics
Common Stock exchanged therefor.

The Board of Directors of Cybernetics has not established a belief with
respect to whether the Merger will constitute a tax-free "reorganization" for
federal income tax purposes for holders of the Cybernetics Common Stock as
described above. The Board notes that the Limited Partners of the Partnership
exchanged their limited partnership interests to Cybernetics solely for shares
of stock in Cybernetics and that the need to facilitate negotiations over
Transactions and the subsequent consummation of a completed Transaction would
appear to be a valid business purpose for the incorporation of Cybernetics, so
that the formation of Cybernetics may be deemed to be a tax-free incorporation
pursuant to Section 351 of the Code. Nevertheless, the Board has been advised
that the IRS may, among other things, (1) question the business or other purpose
for the formation of Cybernetics and the Merger or (2) attempt to disregard the
incorporation and/or combine it with the subsequent Merger. In that
circumstance, the IRS may maintain that either the incorporation or Merger was a
taxable transaction. If the Internal Revenue Service were to take and prevail
in that position, the incorporation and/or the Merger would not constitute a
tax-free exchange or reorganization for federal income tax purposes for holders
of Cybernetics Common Stock. Therefore, each holder of Cybernetics Common Stock
would recognize gain or loss, most likely, in an amount equal to the difference
between the fair market value of the shares of Vanstar Common Stock received by
that holder and that holder's tax basis in their limited partnership interest or
the shares of Cybernetics Common Stock exchanged therefor (the gain or loss
should be long-term or short-term depending on the holding period for those
shares of Cybernetics Common Stock and whether the limited partnership interest
or stock was held as a capital asset.)

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Although the Board of Cybernetics has not established a belief as to
whether the incorporation of Cybernetics and/or Merger were taxable or tax-free
events, it has determined that the Merger is in the best interests of the
Cybernetics shareholders regardless of the tax consequences. The Board of
Cybernetics will not seek an IRS ruling or an opinion of counsel with respect to
the tax effect of the Merger on the holders of Cybernetics Common Stock and
there can be no assurance as to how the IRS will characterize the incorporation
or Merger if the transactions are audited.

THE SPECIFIC TAX TREATMENT OF EACH SHAREHOLDER DEPENDS ON THEIR PARTICULAR
FACTS AND CIRCUMSTANCES. EACH HOLDER OF CYBERNETICS COMMON STOCK IS ADVISED TO
CONSULT WITH SUCH SHAREHOLDER'S OWN TAX ADVISOR CONCERNING THE FEDERAL INCOME
TAX CONSEQUENCES OF THE MERGER, AS WELL AS THE APPLICABLE STATE, LOCAL, FOREIGN
OR OTHER TAX CONSEQUENCES.

DISSENTERS' RIGHTS

If the Merger is approved by the shareholders of Mentor and Cybernetics and
not abandoned or terminated, holders of the Mentor Common Stock and the
Cybernetics Common Stock who do not vote in favor of the Merger and otherwise
comply with the provisions of Ohio Revised Code Section 1701.85
("Section 1701.85"), may, by strictly complying with the provisions of Section
1701.85, be entitled to exercise the dissenters' rights described therein.
Vanstar's obligation to consummate the Merger is conditioned upon the receipt of
the affirmative vote of not less than 90% of the outstanding common shares of
each of Mentor and Cybernetics. Shares voted in favor of the Merger will not be
eligible for dissenters' rights.

The following discussion is not a complete statement of Ohio law relating
to dissenters' rights and is qualified in its entirety by reference to Section
1701.85, a copy of which is attached to this Joint Proxy Statement/Prospectus as
Appendix B. Shareholders of Mentor or Cybernetics wishing to exercise
dissenters' rights or preserve their right to do so should review Appendix B
carefully, since failure to comply with the procedures required could result in
the entire loss of such rights.

In general, if a shareholder properly perfects these rights, in the manner
set forth below, the shareholder has the right and obligation to sell his shares
to the corporation for the fair cash value of the shares as of the day before
adoption of the merger agreement by the directors of the corporation, and the
corporation has the right and obligation to repurchase the shares at that price.
Section 1701.85 requires that a shareholder wishing to dissent from the proposed
Merger take the following steps and fulfill the following prerequisites:

1. The shareholder must be a record holder of shares of Mentor Common
Stock as of the Mentor Record Date or, as applicable, the shareholder must be a
record holder of shares of Cybernetics Common Stock as of the Cybernetics Record
Date (references below to the "corporation" refer to either Mentor or
Cybernetics, as applicable, depending on whether the shareholder is a Mentor
shareholder or a Cybernetics shareholder).

2. The shareholder may not vote his shares in favor of the Merger.

3. The shareholder must deliver to the corporation of which he is a
record shareholder, or to VST, a written demand for payment to him of the fair
cash value of the shares as to which he seeks relief not later than 10 days
after the date on which the vote on the Merger was taken. This demand must
state the name of the shareholder, such shareholder's address, the number and
class of the shareholder's shares, as to which he seeks relief, and the amount
which the shareholder claims is the fair cash value of such shares. A vote
against the Merger will not satisfy the requirements of a written demand for
payment described in this paragraph 3. Written demand should be delivered to
Mentor Technologies, Inc. or Cybernetics Tutor, Inc., as the case may be, or to
VST, at 500 W. Wilson Bridge Road, Suite 130, Worthington, Ohio 43085,
Attention: Joseph H. Oshins, President. As written demand must be actually
delivered within such 10 day period, it is recommended, but not required, that a
shareholder using the mails utilize certified or registered mail, return receipt
requested, to verify timely delivery.

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4. If the corporation sends to the dissenting shareholder, at the address
specified in his demand, a request for the certificates representing the shares
as to which the shareholder seeks relief, the shareholder must deliver those
certificates to the corporation within 15 days from the date the request is sent
so that they may be suitably legended. Failure to meet this requirement may, at
the option of the board of directors of Mentor or Cybernetics, as the case may
be, terminate any dissenters' rights unless a court for good cause shown
otherwise directs.

Unless the dissenting shareholder and Mentor or Cybernetics, as the case
may be, shall agree on the fair cash value per share of Mentor Common Stock or
Cybernetics Common Stock as to which relief is sought, either may, within three
months after the service of the written demand by the shareholder, file a
complaint in the Court of Common Pleas of Franklin County, Ohio. No answer to
such complaint is required. Either party may submit evidence as to whether the
shareholder is entitled to be paid the fair cash value of any shares and, if so,
the number and class of such shares. If the court finds that the shareholder is
entitled to be paid the fair cash value of any shares, the court may appoint one
or more appraisers to receive evidence and to recommend a decision on the amount
of the fair cash value.

Fair cash value will be determined as of the day prior to the date on which
the vote on the Merger was taken, will be the amount a willing seller and
willing buyer would accept or pay with neither being under compulsion to sell or
buy, will not exceed the amount specified in the shareholder's written demand,
and will exclude any appreciation or depreciation in market value resulting from
the Merger. The court thereupon shall make a finding as to the fair cash value
of a share and render judgment against Mentor or Cybernetics, as the case may
be, for its payment with interest at such rate and from such date as the court
considers equitable. The costs of proceedings shall be assessed or apportioned
as the court considers equitable.

The rights of any dissenting shareholder to receive such fair cash value
will terminate if (a) he has not strictly complied with Section 1701.85, unless
Mentor or Cybernetics, as the case may be, by action of its Board of Directors
waives such failure, (b) Mentor and/or Cybernetics, as the case may be, abandons
or is finally enjoined or prevented from carrying out, or the shareholders of
Mentor and/or Cybernetics, as the case may be, rescind their adoption of, the
Merger, (c) the dissenting shareholder withdraws his written demand, with the
consent of Mentor or Cybernetics, as the case may be, by action of its Board of
Directors, or (d) Mentor or Cybernetics, as the case may be, and the dissenting
shareholder shall not have agreed upon the fair cash value per share and neither
shall have timely filed or joined in a complaint in an appropriate court for a
determination of the fair cash value of the shares. For a discussion of the tax
consequences to a shareholder exercising dissenters' rights, see "- Dissenters'
Rights."

Because a proxy which does not contain voting instructions will, unless
revoked, be voted for adoption of the Merger, a Mentor or Cybernetics
shareholder who wishes to exercise his dissenters' rights must either not sign
and return his proxy or, if he signs and returns his proxy, vote against or
abstain from voting on the adoption of the Merger Agreement.

Holders of Vanstar Common Stock will not have dissenters' rights with
respect to the Merger since Vanstar is not a constituent corporation to the
Merger, i.e., it is not being merged into or with another corporation.

INTERESTED PARTIES

Certain members of the management of Mentor, Cybernetics and/or the
Partnership may receive economic benefits as a result of the Merger other than
as a result of their respective ownership of Mentor or Cybernetics Common Stock
and may have other interests in the Merger. The respective Boards of Directors
of Mentor and Cybernetics were aware of these interests and considered them
along with the other matters described under "Background and Reasons for the
Merger; Recommendations of the Boards of Directors of Mentor and Cybernetics."

Joseph Oshins, Ph.D., the current President of each of Mentor and
Cybernetics, has agreed to accept the position of Vice President - Business
Development for Vanstar's Education Services Group immediately upon

37
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consummation of the Merger. Pursuant to the employment arrangement between
Vanstar and Dr. Oshins, Dr. Oshins will receive an annual base salary
equivalent to $135,000 and will be eligible to receive certain additional
bonuses. Vanstar has agreed to recognize Dr. Oshins' service with Mentor for
all service related benefits including severance. Additionally, Vanstar has
agreed to use its reasonable efforts (without any obligation to pay any
amounts not otherwise due) to obtain the release of Dr. Oshins from his
obligations as a guarantor under certain agreements previously executed by
Dr. Oshins in connection with the operations of Mentor, Cybernetics and the
Partnership. Execution of Dr. Oshins' employment agreement by Vanstar is a
condition precedent to the obligations of Mentor, Cybernetics and the
Partnership under the terms of the Merger Agreement.

INFORMATION CONCERNING VANSTAR

THE COMPANY

Vanstar was incorporated in Delaware in September 1987 under the name
ComputerLand Corporation following the acquisition by William Y. Tauscher,
Warburg, Pincus Capital Company, L.P. and Richard H. Bard of the majority of the
capital stock of Vanstar's predecessor, IMS Associates, Inc. ("IMS"), which was
originally incorporated in 1976. IMS was merged with Vanstar after such
acquisition. At the time of the acquisition, Vanstar operated and franchised
computer retail stores in the United States.

Vanstar's current business capabilities were developed internally and
through acquisitions. These strategic acquisitions included: (i) the acquisition
from 1990 through 1992, of 23 of Vanstar's franchisees, operating in 33 major
United States metropolitan markets; (ii) the 1991 acquisition of NYNEX Business
Centers; and (iii) the 1992 acquisition of the Customer Services Division of
TRW, Inc. In fiscal 1994, Vanstar sold its remaining United States franchise
business to Merisel FAB, Inc., a wholly-owned subsidiary of Merisel adopted the
name Vanstar, and changed its fiscal year end from September 30 to April 30.

BUSINESS

Vanstar is a leading provider of services and products designed to build
and manage PC network infrastructures primarily for Fortune 1000 companies and
other large enterprises. Vanstar provides customized, integrated solutions for
its customers' network infrastructure needs by combining a comprehensive
offering of value-added services with its expertise in sourcing and distributing
PCs, network products, computer peripherals and software from a variety of
vendors. These integrated solutions are designed to support the customer's PC
network infrastructure throughout its life cycle. Vanstar refers to these
solutions as "Life Cycle Services." Life Cycle Services include design and
consulting, acquisition and deployment, operation and support, and enhancement
and migration.

Vanstar believes that its customers require increasingly sophisticated PC
network systems and support infrastructures. Vanstar seeks to satisfy these
requirements while seeking to minimize its customers' internal staff
requirements and systems development risk. Vanstar enhances the delivery of its
services and products with automated systems, such as the Vanstar Navigator, and
process methodologies, such as Horizon, to analyze, design and manage its
customers' PC network infrastructures better. Vanstar's goal is to reduce the
labor component of PC life cycle management and thereby increase efficiency,
reduce costs and make systems more reliable and easier to use for every
customer.

INDUSTRY

Large organizations are becoming increasingly dependent on information
technology to compete effectively in today's global markets. Organizations are
re-engineering their businesses and are using microcomputer-based network
technology to enhance productivity. Distributed network solutions provide
dramatic computing performance relative to their price. PC networks increase
speed and flexibility and provide improved functionality to end users.
Achieving the optimal automation solution, however, is challenged by the
complexity of the distributed network environment and the lack of trained
resources to design, deploy and support networks.

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The decision-making process that organizations face when planning,
selecting and implementing information technology solutions is growing more
complex. Organizations must select from numerous product options with
shortening life cycles. Networks are typically comprised of PCs, peripherals,
communications devices and software. Large enterprises must continually
integrate the diverse PC environments that have been developed internally.
Enterprises must design new networks, and upgrade and migrate to new systems.
Although PC networks enhance business productivity, they typically present
complex management problems and increased administrative costs. According to The
Gartner Group, a leading information technology research firm, the total cost of
ownership of a PC over five years may be as much as five times the initial
capital expense. In addition, the shortage of qualified information technology
personnel limits many organizations' ability to capitalize on the latest
technologies. These organizations find it increasingly difficult and costly to
maintain the internal infrastructure needed to support their networks. Since
many businesses do not consider the internal management of their technology
infrastructure to be a core business activity, companies increasingly seek to
outsource the management and support of their PC network infrastructure.

Vanstar believes that no other company in the marketplace today offers
customers a sufficient range of integrated PC network solutions. Many service
providers, including systems integrators, consulting firms and those emerging
from the traditional mainframe environment, offer limited services, lack the
capacity to support large widespread enterprises, or focus primarily on
non-infrastructure services. Value-added resellers typically have a regional
focus or do not offer a broad line of products and services. They often are too
small to service the complex network requirements of the large multi-site
customer.

Vanstar believes that the key criteria which businesses consider when
evaluating PC network integration service providers include the provider's
ability: (i) to deliver one integrated solution spanning the PC network's life
cycle; (ii) to supply multi-vendor network products customized to specific
end-user demands; and (iii) to provide services on a national and international
basis.

THE VANSTAR SOLUTION

Vanstar's product and service offerings span the life cycle of the PC
network infrastructure. Vanstar provides customized, integrated solutions for
the network infrastructure needs of its customers by combining a comprehensive
offering of value-added services with its expertise in sourcing and distributing
products from a variety of vendors. Vanstar believes that a single source
solution enables customers to use fewer vendors, and provides tighter
integration, lower costs, fewer errors, and greater management control.
Vanstar's Life Cycle Services include design and consulting, acquisition and
deployment, operation and support, and enhancement and migration. Vanstar has
built substantial resource depth in all service areas and offers its integrated
services on a nationwide basis.

Vanstar believes that its customers are demanding increasingly
sophisticated PC network systems and support infrastructures. Vanstar seeks to
satisfy these requirements while minimizing its customers' internal staff
requirements and systems development risk. Vanstar enhances the delivery of its
services and products with automated systems that utilize open architecture and
are expandable. Vanstar believes that significant efficiency can be gained by
capturing data at the point of origin and controlling that data throughout the
life cycle. Vanstar also uses automation to give its customers greater control
over order management and provision of services. Vanstar's automated systems
permit direct links between the customer and Vanstar, which Vanstar believes
results in more efficient and faster delivery of products and services at a
lower overall cost. For example, the Vanstar Navigator provides an easy-to-use
customer interface for self-service order management. The Vanstar Navigator
connects to Vanstar's Cockpit, which provides Vanstar's customer service
representatives with real-time product availability, pricing and
customer-specific account information. Another example is Vanstar's NOVA
system, a service delivery system developed by Vanstar for the management of
many of Vanstar's services: systems engineering, help desk, dispatch, repair,
installation, moves/adds/changes and asset management. NOVA is designed to
reduce costs, to improve billing procedures to capture additional revenue, and
to improve resource utilization in delivering Vanstar's support services.
Vanstar expects NOVA to be implemented during the second quarter of fiscal 1997.
Vanstar believes that its automated systems significantly enhance its ability to
satisfy its customers' needs.

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<PAGE>

STRATEGY

Vanstar's objective is to continue to be a leading provider of a complete
range of PC network infrastructure products and services to large businesses
throughout the world. Vanstar now offers a full array of services including
design and consulting, acquisition and deployment, operation and support, and
enhancement and migration. To achieve its objective, Vanstar believes it must:

LEVERAGE ITS BROAD CUSTOMER BASE

Vanstar has approximately 300 current customers who purchased products and
services totaling at least $1 million during fiscal year 1996. Preserving and
enhancing its relationship with these customers is Vanstar's first priority. In
support of this effort, Vanstar recently brought its Starbase Account Management
system on-line. Starbase is an extensive database of customer information that
can be integrated with external data to pinpoint opportunities for Vanstar's
Life Cycle Services.

During the fiscal years ended April 30, 1996 and 1995, Microsoft
Corporation ("Microsoft") accounted for 12.0% and 10.8% of Vanstar's total
revenues, respectively. In August 1995, Vanstar entered into an agreement with
Microsoft to manage Microsoft's PC procurement, including delivery, setup and
installation of PC's and peripherals for approximately 12,500 desktops in the
United States, over a three-year period, for approximately $550.0 million.

DEVELOP AND ENHANCE VALUE-ADDED SERVICES

Vanstar believes that opportunities exist to increase its operating margins
by increasing the range of value-added services that it currently offers its
customers. The market for outsourced PC network services is expected to grow at
a compound annual rate of approximately 14%. These services are typically sold
at higher margins than more traditional services, such as product procurement or
repair and maintenance. Vanstar has developed expertise and solutions in a
number of value-added market segments, and will continue to develop new services
using its Horizon development methodology. Vanstar also works with its
suppliers, many of which provide leading technologies, to develop new services.
For example, Vanstar provides services to integrate Microsoft Windows NT and
Microsoft BackOffice into Vanstar's customers' environments. Vanstar believes
its relationship with Microsoft enhances its knowledge base and expertise.
Vanstar continually evaluates and pursues opportunities to acquire technology
and other resources that will enhance and extend the reach of its value-added
service offerings. Vanstar believes numerous opportunities will exist in the
future to acquire service providers who complement its existing network services
business.

EXPAND ITS WORLDWIDE SERVICE CAPABILITIES

Vanstar believes that in addition to being in all major United States
markets, it must also expand its global offerings. To expand its global
presence, Vanstar is implementing a program that overlays Vanstar's systems and
processes onto the service delivery and product distribution capabilities of
Groupe Bull, a European-based global computer and computer services company, and
Ingram Micro, an international computer products distributor. This integrated
program will provide to Vanstar's US-based multinational customers a common
management interface covering Vanstar performed services in the United States or
services from Vanstar or its alliance partners in other countries.

PRODUCTS AND SERVICES

Vanstar combines a full suite of products and services to deliver custom,
integrated solutions for the PC network infrastructure requirements of its
customers. Vanstar combines value-added services with its expertise in sourcing
and distributing products from a variety of vendors to provide network
integration solutions. These integrated Life Cycle Service solutions are
designed to support the PC network infrastructure throughout its life cycle.
Life Cycle Services include network design and consulting, acquisition and
deployment, operation and support, and enhancement and migration. Vanstar
offers each service as a discrete service or as part of an

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integrated Life Cycle Services program. Vanstar believes that proper
planning and management are essential to providing quality service and to
attaining customer satisfaction. Through planning and management, Vanstar
seeks to optimize solutions at any point in the PC network life cycle.

DESIGN AND CONSULTING SERVICES

Vanstar offers network design and consulting services that address the PC
network life cycle. For network design, Vanstar uses a five-step methodology to
assist customers in selecting, designing, planning and executing a network
project: discovery, current state definition, requirements definition, solution
design, and implementation planning. Vanstar employs national consulting teams,
such as its Enterprise Communications Consulting Group, which provides expertise
in cabling systems design, hubbing architecture, bridging/routing/switching
systems, wide area transport and network management. Other teams have expertise
in process-mapping and re-engineering for outsourcing PC life cycle management,
asset management and disaster recovery planning.

ACQUISITION AND DEPLOYMENT SERVICES

Vanstar's network deployment services include product procurement,
configuration, distribution, installation, cabling and connectivity.

Vanstar sources PC's, servers, network products, computer peripherals and
software to equip the network environment. Vanstar provides products from over
700 vendors, including Compaq Computer Corporation, International Business
Machines Corporation ("IBM"), Hewlett-Packard Company, Apple Computer, Inc., Sun
Microsystems, Inc., Microsoft Corporation, Novell, Inc., Lotus Development,
Cisco Systems, 3Com Corporation and Bay Networks, Inc. Vanstar is authorized to
sell a wide variety of network products, including servers, desktop and mobile
systems, bridges, routers, hubs and concentrators, operating systems,
applications, groupware and electronic mail products. Vanstar provides a single
point of contact for customers to place and track all product orders. Vanstar's
customer support groups in Indianapolis, Indiana and Pleasanton, California
provide complete order management services from quotation to order processing,
order tracking and fulfillment.

Vanstar has centralized its configuration and distribution facilities in
two highly-automated distribution centers located in Indianapolis, Indiana and
Livermore, California. The distribution facilities handle product receiving,
warehousing, central configuration, testing, order handling and shipping.
Vanstar ensures timely and reliable network equipment integration by providing
and coordinating a number of deployment services such as set-up, installation,
cabling, server connection and testing.

OPERATION AND SUPPORT SERVICES

Vanstar offers a variety of network operation and support services,
including moves, adds and changes, repair and maintenance, help desk and network
monitoring and asset management.

Vanstar installs additional hardware and software to increase the capacity
of, or otherwise upgrade, existing products and systems. Generally, moves, adds
and changes assist customers in avoiding the costs associated with acquiring new
systems.

Vanstar offers repair and maintenance services, including extended warranty
service, depot repair and preventive maintenance. These services are designed to
minimize product failures and to extend the useful life of equipment. On all
products for which Vanstar is authorized to provide warranty coverage, Vanstar
offers its customers extended warranty service on standard manufacturer
configurations and optional components, up to 24 hours per day, 365 days per
year, anywhere in the United States within 100 miles of any of Vanstar's
approximately 90 service locations.

Vanstar offers help desk support through its Field Sales and Service
Operations Center located in Roswell, Georgia. Help desk support is available
for all major software applications and operating systems, including network
software. Help desk support can also troubleshoot problems for all major
hardware products. Customers

<PAGE>

access the help desk via a toll-free number. Support is available up to 24
hours per day, 7 days per week. Vanstar's help desk support group utilizes a
call management system to track customer calls, to provide help desk with
professionals on-line access to support standards, and to maintain a
technical support database. Vanstar's help desk offerings can be delivered
either from its Service Operations Center or from an on-site facility
established at a customer's location. Vanstar also provides remote LAN
monitoring and administration services.

Vanstar provides asset management services. Vanstar's asset management
system captures and maintains detailed information about a customer's installed
base of PC hardware and software assets, and about all subsequent service events
related to those assets. It generates reports and schedules through an end-user
interface. Vanstar can provide a detailed analysis of the installed base for
use in managing asset costs.

ENHANCEMENT AND MIGRATION SERVICES

Vanstar offers enhancement and migration services to optimize the use of
information technology by its customers and reduce the cost and disruption of
changing technology platforms. Vanstar's tools and methods can migrate the
customer to new hardware and software platforms. Developed under Horizon,
Vanstar's development methodology, and managed using Lotus Notes, these
comprehensive tool kits detail the full life cycle processes and procedures for
planning and implementing a migration project. Two of Vanstar's programs help
customers migrate to Windows 95 and Windows NT.

EDUCATION SERVICES

Vanstar's training and education services include a nationwide offering of
instructor-led and computer-based, self-paced training ("CBT") at both the
introductory and more advanced levels, and covering operating systems,
networking, electronic mail and personal productivity software. Through mobile
classrooms and a combination of CBT training with phone-based instructor
support, Vanstar can optimize delivery of education. Vanstar is a Microsoft
Authorized Technical Education Center, providing training for Microsoft Windows
95, Windows NT, and BackOffice.

AUTOMATED SYSTEMS, PROCESS METHODOLOGIES AND TECHNICAL PERSONNEL

Vanstar enhances its service delivery with customized automated systems
which utilize open architecture and enable Vanstar's customers to change the
processes they use to manage their PC network support infrastructures, thereby
reducing cost and managing complexity. Vanstar believes efficiency can be
gained by capturing data at its point of origin and managing that data
throughout the life cycle. Vanstar believes that full life cycle automation
increases efficiency and reduces such costs. Process methodologies allow
Vanstar to analyze, design and manage the PC network environment better. In
addition to Vanstar's systems and methodologies, Vanstar believes that expert
technical and consulting personnel are fundamental to its ability to deliver
complete network life cycle solutions.

AUTOMATED SYSTEMS

Vanstar has invested significant resources automating its internal service
delivery systems and developing electronic links between Vanstar's systems and
its customers' systems. Vanstar believes that these systems reduce costs,
enhance service quality and improve reporting. The automated systems include
the Vanstar Navigator, Cockpit, DCMS, FLEX and Tracker, and NOVA. Vanstar uses
electronic links, including Electronic Data Interchange, to connect to
customers' systems.

VANSTAR NAVIGATOR. The Vanstar Navigator is an order management system
designed to give customers access to information about products available
from Vanstar. The Vanstar Navigator can be installed on either a single PC
or in a multi-user environment at the customer's site. The Vanstar
Navigator provides customers with detailed information on product pricing
and availability, and can generate quotes, purchase orders, order status,
invoice history, on-line help and toll-free telephone support. With the
Vanstar Navigator, customers can place and track orders themselves.

<PAGE>

COCKPIT. Vanstar's customer service representatives use Vanstar's order
management system, called Cockpit, to generate quotes and to enter and
track product orders. Cockpit provides real-time product availability and
pricing information, and maintains detailed, customer-specific account
information, including account history, standard product configurations,
special pricing, locations, authorized purchasing personnel and credit
limits.

DCMS, FLEX AND TRACKER. Vanstar's Distribution Center Management System
("DCMS") and its FLEX systems operate Vanstar's automated distribution and
configuration centers located in Indianapolis, Indiana, and Livermore,
California. DCMS and FLEX manage the flow of orders through the
distribution process and provide the on-line information necessary to
configure systems to customers' standards. Operating on a LAN, DCMS
assigns a unique barcode fingerprint to each SKU as it arrives. Warehouse
staff use radio frequency, hand-held devices to manage and track the
movement of product orders through the centers. Vanstar's Tracker system
tracks each package from the warehouse to the customer site. Vanstar's
distribution centers are collocated with Federal Express depots. Vanstar's
systems are integrated with Federal Express' systems, providing complete
point-to-point delivery and tracking.

NOVA. Vanstar has developed NOVA, a service delivery system for the
management of its systems engineering, help desk, dispatch, repair,
installation, moves/add/changes and asset management service offerings.
Vanstar expects NOVA to be implemented during the second quarter of fiscal
1997. NOVA's resource allocation system is designed to insure that the
appropriate technical personnel are available to respond to customer
service calls. Service calls placed by customers are received through
Vanstar's First Touch program. NOVA automatically determines which field
engineer is available and sends all relevant customer information to the
field engineer through a field computing device via radio. NOVA is backed
by more than 50 strategic parts stocking locations in the United States;
spare parts can be delivered the same day or shipped overnight to either
the customer location or the field service engineer. Vanstar believes that
NOVA will result in increased customer network uptime, more accurate
matching of parts and field service engineer skills to service needs, more
accurate and comprehensive information management, and lower costs.

ELECTRONIC LINKS. In order to create a cooperative service environment,
Vanstar uses electronic links to connect its systems to its customers'
systems through Electronic Data Interchange, the Internet or through
private Wide Area Networks.

PROCESS METHODOLOGIES

Vanstar believes that the complex and sometimes unpredictable technical
environment and the customization required by customers contribute to the
variability of service delivery requirements. To manage this complexity,
Vanstar uses several methods for capturing, codifying and disseminating
organizational knowledge to individuals in the field. Using Horizon, its
professional service development process, Vanstar has developed a series of tool
kits to provide standards and solutions for common network problems plus tools
for solving unique problems. Lotus Notes is the primary vehicle used by Vanstar
for electronic delivery of systematized procedures and processes. Vanstar also
employs flexible process-mapping, just-in-time training and knowledge-based
management techniques.

TECHNICAL PERSONNEL

Vanstar employs over 3,100 technical professionals in the United States.
Vanstar expanded its systems engineering force from approximately 200 in March
1994 to over 950 as of June 1996. Vanstar intends to significantly expand its
staff of technical professionals. The technical personnel are both client
dedicated and centrally dispatched, and provide service either on a contract
basis or a project basis. Vanstar is also developing groups of technical
professionals who specialize in the areas of operations, methods and practices,
process management and consulting. Vanstar's engineering staff is certified in
the major network operating systems and has experience with LAN and WAN
networking products and protocols. Vanstar supports major network operating
systems, including Microsoft Windows NT and BackOffice, Novell NetWare, IBM LAN
Server and AppleShare. In May 1995, Vanstar entered into an agreement with
Microsoft Corporation pursuant to which Vanstar hired a substantial number of
systems engineers to support Microsoft's BackOffice and Windows NT networking
products.

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CUSTOMERS

Vanstar's broad customer base of primarily Fortune 1000 companies and other
large enterprises includes, among others, the following, all of which purchased
products and services in excess of $1.0 million during the 12 months ended April
30, 1996 from the Company:

CUSTOMER NAME INDUSTRY
------------- ---------
Aluminum Company of America Manufacturing
American Greetings Corporation Manufacturing
Autodesk Inc. Software
BellSouth Corporation Telecommunications
Charles Schwab and Company Inc. Financial Services
Cigna Corporation Insurance
Duke Power Company Utility
Federal Express Corporation Transportation
Florida Power & Light Company Utility
Ford Motor Company Manufacturing
Hoechst Celanese Corporation Chemicals
Hoffmann-La Roche Inc. Pharmaceuticals
Integrated Systems Solutions Corporation Computer Services
International Business Machines Corporation Computers
International Paper Company Forest Products
Lehman Brothers Inc. Financial Services
Liberty Mutual Insurance Group Insurance
Lotus Development Corporation Software
MCI Communications Corporation Telecommunications
Microsoft Corporation Software
Mobil Oil Corporation Oil/Gas
Motorola Inc. High Technology
Owens-Corning Fiberglass Corporation Manufacturing
Phoenix Newspapers Inc. Publishing
Praxair Inc. Manufacturing
Sedgwick James Inc. Insurance
Signet Banking Corp. Financial Services
Sony Music Entertainment Inc. Entertainment
State of New Jersey State Government
Sybase Inc. Software
The Equitable Companies Inc. Insurance
United Technologies Corporation Aerospace and Manufacturing
UNUM Corporation Insurance

MARKETING AND SALES

Vanstar markets its PC network Life Cycle Services by targeting executives
of large enterprises who have information technology decision-making authority.
As of April 30, 1996, Vanstar's domestic sales network consisted of over 760
field sales and service representatives. Vanstar's direct sales force is
comprised of account managers and technical sales personnel. Vanstar's account
manager force is responsible for prospecting new business, maintaining and
expanding relationships with current customers, and ensuring customer
satisfaction. Technical sales personnel provide the technical expertise to
support and supplement the sales effort. To improve sales productivity, Vanstar
equips its sales organization with sales force automation tools that provide
them with a complete suite of marketing and account management tools. These
tools reduce the sales representatives' physical dependence on the branch
offices, allowing Vanstar to operate a "virtual office" environment while
sharing information across multiple departments.

<PAGE>

COMPETITION

The markets in which Vanstar operates are characterized by intense
competition from several types of technical service providers, including
mainframe and mid-range computer manufacturers and outsourcers entering the
personal computer services marketplace. These include Digital Equipment
Corporation Multi-Vendor Services, Electronic Data Systems Corporation,
Hewlett-Packard Company Multi-Vendor Services and Integrated Systems Solution
Corporation. Other competitors include VARs, systems integrators and
third-party service companies, such as AmeriData Technologies, Inc., CompuCom
Systems, Inc., DecisionOne, Entex Information Services, InaCom Corp., MicroAge,
Inc. and Technology Service Solutions. Vanstar expects to face further
competition from new market entrants and possible alliances between competitors
in the future. Certain of Vanstar's current and potential competitors have
greater financial, technical, marketing and other resources than Vanstar. As a
result, they may be able to respond more quickly to new or emerging technologies
and changes in customer requirements or to devote greater resources to the
development, promotion and sales of their services than Vanstar.

LEGAL PROCEEDINGS

Various legal actions arising in the normal course of business have been
brought against Vanstar and certain of its subsidiaries. Management believes
that the ultimate resolution of these actions will not have a material adverse
effect on Vanstar's financial position or results of operations, taken as a
whole.

EMPLOYEES

As of June 1996, the Company had approximately 4,100 employees. Vanstar
has never experienced a work stoppage and its employees are not covered by a
collective bargaining agreement. Vanstar believes that its relations with its
employees are good.

PROPERTIES

Vanstar leases approximately 134,475 square feet of office space for its
headquarters in Pleasanton, California, under a lease expiring in January 1998.
Vanstar has signed an agreement to extend the lease for 92,000 of the 134,475
square feet until 2006. In June 1996, Vanstar sold its approximately 180,000
square foot distribution center in Indianapolis, Indiana. Following the sale of
the facility, Vanstar leased back the premises through April 1997 during
construction of a new, approximately 400,000 square foot build-to-specification
distribution center in Indianapolis, Indiana with occupancy targeted for May
1997. The lease on the new facility will expire in April 2007. In June 1996,
Vanstar reduced the amount of space leased in its additional and separate
warehouse facility in Indianapolis, Indiana from 129,000 square feet to
approximately 64,000 square feet and extended the lease on the property through
February 2007. In addition, Vanstar leases an approximately 192,000 square foot
distribution center and an approximately 29,000 square foot return center in
Livermore, California, an approximately 52,000 square foot repair facility in
Wharton, New Jersey, and approximately 87,000 square feet of office space in
Roswell, Georgia. The lease for the Livermore, California, distribution center
expires in September 1999; the lease for the Livermore, California, return
center expires in June 1997; the lease of the Wharton, New Jersey, premises
expires in March 2004, subject to one five-year option to renew held by Vanstar;
and the lease for the Roswell, Georgia, premises expires in May 1998. Vanstar
leases other properties that it does not consider material to its operations.
Vanstar believes that its facilities are suitable and adequate for its present
operations.

RECENT DEVELOPMENTS

ACQUISITION OF DATAFLEX CORPORATION

Effective May 24, 1996, Vanstar, through a wholly-owned subsidiary,
acquired certain of the assets and assumed certain of the liabilities of
Dataflex Corporation ("Dataflex") and of Dataflex's wholly-owned subsidiary,
Dataflex Southwest Corporation. The assets acquired and liabilities assumed
comprise substantially all of the assets and liabilities previously associated
with the business operations of Dataflex known as the Dataflex Western Region
and Dataflex Southwest Region. The two Dataflex regions offer PC product
distribution, service and support in the

<PAGE>

states of Arizona, California, Colorado, New Mexico, Nevada and Utah and
reported revenues of approximately $145 million for the fiscal year ended
March 31, 1996. The purchase price of the assets and businesses acquired
from Dataflex was approximately $42.0 million, subject to certain
post-closing adjustments. Of this amount, Vanstar paid approximately $37.0
million in cash on May 29, 1996, with the remainder due following the
completion of an audit of the assets acquired and the liabilities assumed as
of May 31, 1996 and the completion of certain other post-closing matters.

Vanstar filed a current report on Form 8-K with the Commission on June 7,
1996 relating to the Dataflex acquisition. See "Available Information."

AGREEMENT WITH DONALDSON, LUFKIN AND JENRETTE FOR PAYMENT AGAINST MERISEL
RECEIVABLES

On May 29, 1996, Vanstar and Donaldson, Lufkin and Jenrette Securities
Corporation ("DLJ") entered into an agreement pursuant to which Vanstar received
$15.6 million in exchange for providing DLJ the right to receive an aggregate of
$20 million in payments during May, June and July of 1997 out of the amounts
collected from receivables owed to Vanstar by Merisel FAB under the distribution
and services agreements dated as of January 31, 1994, as amended, between
Vanstar and Merisel. Vanstar will continue to receive the related interest
income from the Merisel receivables. See "- Management's Discussion and
Analysis of Financial Condition and Results of Operations."

Vanstar filed a Current Report on Form 8-K with the Commission on June 14,
1996 relating to the agreement with DLJ. See "Available Information."

DIVIDENDS ON AND MARKET PRICES OF VANSTAR COMMON STOCK

The Vanstar Common Stock has traded on the NYSE under the symbol "VST"
since March 11, 1996. As of June 24, 1996, there were 336 holders of record of
Vanstar Common Stock.

The following table sets forth for the fiscal periods indicated the high
and low sales price per share of Vanstar Common Stock in the NYSE Composite
Transactions (as reported in published financial sources).

VANSTAR
COMMON STOCK PRICES
-------------------
HIGH LOW
---- ----
FISCAL 1996
Fourth Quarter* . . . . . . . . . . . . . . . . . 15.63 9.00
FISCAL 1997
First Quarter . . . . . . . . . . . . . . . . . . 17.25 12.25
Second Quarter (through August 20,1996) . . . . . 20.13 15.75
- ---------------------
* From March 11, 1996

On June 4, 1996, the last full trading day prior to announcement that
Vanstar, Mentor and Cybernetics were considering a possible transaction, the
reported NYSE Composite Transactions closing price per share of Vanstar
Common Stock was $14.63. On August 20, 1996, the most recent available date
prior to printing this Joint Proxy Statement/Prospectus, the reported NYSE
Composite Transactions closing price per share of Vanstar Common Stock was
$19.50. RECIPIENTS OF THIS JOINT PROXY STATEMENT/PROSPECTUS ARE URGED TO
OBTAIN CURRENT MARKET QUOTATIONS FOR THE VANSTAR COMMON STOCK.

Vanstar has never declared or paid any cash dividends on the Vanstar Common
Stock and does not presently intend to pay cash dividends on the Vanstar Common
Stock in the foreseeable future. Vanstar intends to retain future earnings for
reinvestment in its business. Vanstar's Financing Program Agreement with IBMCC
limits its ability to pay cash dividends on the Vanstar Common Stock.

<PAGE>

SELECTED CONSOLIDATED FINANCIAL INFORMATION

The selected consolidated financial information presented below for the
years ended April 30, 1996 and 1995, and the seven months ended April 30, 1994,
and the year ended September 30, 1993 were derived from the audited consolidated
financial statements, which are included elsewhere in this Joint Proxy
Statement/Prospectus. The selected consolidated financial data presented below
for the years ended September 30, 1992 and 1991 were derived from audited
consolidated financial statements of Vanstar, which are not included in this
Joint Proxy Statement/Prospectus. This selected consolidated financial
information should be read in conjunction with "- Management's Discussion and
Analysis of Financial Condition and Results of Operations" and the Consolidated
Financial Statements (including the notes thereto) appearing elsewhere in this
Joint Proxy Statement/Prospectus.

SEVEN
FISCAL YEAR MONTHS
ENDED APRIL 30, ENDED FISCAL YEAR ENDED SEPTEMBER 30,
-------------------------- APRIL 30, -------------------------------------------
1996 1995 1994 1993 1992 1991
----------- ----------- ---------- ----------- ---------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
INCOME STATEMENT DATA:
Revenue $ 1,804,813 $ 1,385,392 $ 586,514 $ 1,099,813 $ 787,798 $ 213,738
Cost of revenue 1,559,886 1,174,854 489,512 921,789 696,518 180,141
Gross margin 244,927 210,538 97,002 178,024 91,280 33,597
Selling, general and
administrative expenses 201,880 182,411 97,436 181,320 158,644 48,485
Operating income (loss) 43,047 28,127 (434) (3,296) (76,272) (14,888)
Interest expense, net 30,265 25,978 11,181 22,196 20,242 11,019
Income (loss) from
continuing operations 8,053 1,268 (6,969) (18,751) (54,228) (15,803)
Income from discontinued
operations 9,194 - 51,474 14,505 2,261 25,320
Net income (loss) 17,247 1,268 44,505 (4,246) (51,967) 9,517
Pro forma net income
per share(1) $ 0.50 $ 0.04
Shares used in computing
pro forma net income
per share(1) 34,250 32,486

<CAPTION>
FISCAL YEAR ENDED APRIL 30, FISCAL YEAR ENDED SEPTEMBER 30,
----------------------------------------- ------------------------------------------
1996 1995 1994 1993 1992 1991
----------- ------------ ----------- ------------ ----------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:
Working capital (deficit) $ 315,742 $ 267,852 $ (73,511) $ (114,902) $ (107,441) $ (14,554)
Total assets 803,365 705,295 610,458 576,279 700,035 598,730
Short-term borrowings - - 262,783 194,660 227,692 158,124
Current maturities of
long-term debt 1,759 7,685 12,788 23,190 14,898 6,836
Long-term debt, less
current maturities 293,007 337,750 6,732 13,017 32,219 46,630
Redeemable preferred stock
and accrued dividends - - 4,777 4,464 3,986 3,559
Total stockholders' equity 127,053 22,589 24,797 13,584 684 56,049

</TABLE>

- -------------
(1) Pro forma amounts give effect to the conversion of all outstanding shares
of Preferred Stock and Class B Common Stock into Common Stock and the
exchange of all outstanding warrants for shares of Common Stock as if the
conversion had occurred at the later of the beginning of fiscal year 1995
or the issuance date.

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

Vanstar's four primary sources of revenue are: products, networking,
support services and other services. Through these products and service
offerings, Vanstar combines its capabilities to deliver a custom, integrated
solution for the PC network infrastructure requirements of its customers.
Products revenue is primarily derived from the sale of computer hardware,
software, peripherals and communications devices manufactured by third parties
and sold by Vanstar, principally to implement integration projects. Networking
revenue is primarily derived from high value-added services, including services
focused on the server and communication segments of the PC network
infrastructure. Networking revenue includes network installation, design and
consulting, and enhancement and migration, as well as server deployment and
support. Support services revenue is primarily derived from services performed
for the desktop and focused on the client or user of the PC network. These
support services include desktop installation, repair and maintenance, moves,
adds and changes, extended warranty, asset management and help desk. Other
services revenue is primarily derived from fees earned on the distribution
services agreement with Merisel FAB and training and education services.
Pursuant to the distribution services agreement, Vanstar provides product
distribution to franchisees and affiliates of Merisel FAB (See Note 2 of
Consolidated Financial Statements).

The following tables set forth for the periods indicated, Vanstar's
(i) total revenue, gross margin and gross margin percentage by revenue source,
(ii) selling, general and administrative expenses in total and as a percentage
of total revenue and (iii) operating income (loss) in total and as a percentage
of total revenue.

SEVEN
FISCAL YEAR MONTHS FISCAL YEAR
ENDED APRIL 30, ENDED ENDED
------------------------------------- APRIL 30, SEPTEMBER 30,
1996 1995 1994 1993
----------- ------------ ---------- -----------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
REVENUE:
Products $ 1,578,298 $ 1,187,392 $ 490,576 $ 935,165
Services:
Networking 58,127 31,842 9,829 15,652
Support services 138,418 131,194 76,785 143,553
Other services 29,970 34,964 9,324 5,443
----------- ------------ ---------- -----------
Total revenue $ 1,804,813 $ 1,385,392 $ 586,514 $ 1,099,813
----------- ------------ ---------- -----------
----------- ------------ ---------- -----------
GROSS MARGIN:
Products $ 147,894 $ 113,513 $ 53,261 $ 110,651
Services:
Networking 23,013 13,111 3,291 7,525
Support services 49,131 55,053 33,001 57,320
Other services 24,889 28,861 7,449 2,528
----------- ------------ ---------- -----------
Total gross margin $ 244,927 $ 210,538 $ 97,002 $ 178,024
----------- ------------ ---------- -----------
----------- ------------ ---------- -----------

GROSS MARGIN PERCENTAGE:
Products 9.4% 9.6% 10.9% 11.8%
Services:
Networking 39.6% 41.2% 33.5% 48.1%
Support services 35.5% 42.0% 43.0% 39.9%
Other services 83.0% 82.5% 79.9% 46.4%
----------- ------------ ---------- -----------
Total gross margin
percentage 13.6% 15.2% 16.5% 16.2%
----------- ------------ ---------- -----------
----------- ------------ ---------- -----------

Selling, general and $ 201,880 $ 182,411 $ 97,436 $ 181,320
administrative expenses
% of total revenue 11.2% 13.2% 16.6% 16.5%
Operating income (loss) $ 43,047 $ 28,127 $ (434) $ (3,296)
% of total revenue 2.4% 2.0% (0.1)% (0.3)%

</TABLE>

<PAGE>

YEAR ENDED APRIL 30, 1996 AS COMPARED TO THE YEAR ENDED APRIL 30, 1995

PRODUCTS. Revenue increased 32.9% to $1.6 billion for the year ended
April 30, 1996 from $1.2 billion for the year ended April 30, 1995 as a result
of Vanstar's successful sales and marketing efforts and strengthened market
position. Gross margin increased 30.3% to $147.9 million for the year ended
April 30, 1996 from $113.5 million for the year ended April 30, 1995. Gross
margin percentage decreased to 9.4% for the year ended April 30, 1996 from 9.6%
for the year ended April 30, 1995 due to Vanstar's emphasis on larger customers
which resulted in lower gross margin percentages but higher sales volumes that
more than offset the associated increase in distribution costs.

NETWORKING. Revenue increased 82.5% to $58.1 million for the year ended
April 30, 1996 from $31.8 million for the year ended April 30, 1995. This
increase reflects the increased customer demand for Vanstar's value-added PC
network service offerings. Gross margin increased 75.5% to $23.0 million for the
year ended April 30, 1996 from $13.1 million for the year ended April 30, 1995.
Gross margin percentage decreased to 39.6% for the year ended April 30, 1996
from 41.2% for the year ended April 30, 1995 due to increased investments in
systems engineers.

SUPPORT SERVICES. Revenue increased 5.5% to $138.4 million for the year
ended April 30, 1996 from $131.2 million for the year ended April 30, 1995. This
increase reflects the growth in support services related to increased product
sales which more than offset a decline in repair and maintenance services
attributable to improved product reliability and a shift by vendors to extended
warranty programs. Gross margin decreased 10.8% to $49.1 million for the year
ended April 30, 1996 from $55.1 million for the year ended April 30, 1995. Gross
margin percentage decreased to 35.5% for the year ended April 30, 1996 from
42.0% for the year ended April 30, 1995, as a result of startup costs associated
with newly obtained contracts.

OTHER SERVICES. Revenue decreased 14.3% to $30.0 million for the year ended
April 30, 1996 from $35.0 million for the year ended April 30, 1995. The
decrease was the result of a negotiated reduction in the distribution fee from
Merisel FAB and reduced demand for Vanstar's training services. Gross margin
decreased to $24.9 million for the year ended April 30, 1996 from $28.9 million
for the year ended April 30, 1995 while the gross margin percentage remained
relatively constant.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 10.7% to $201.9 million for the year ended
April 30, 1996 from $182.4 million for the year ended April 30, 1995. Selling,
general and administrative expenses as a percentage of total revenue decreased
to 11.2% for the year ended April 30, 1996 from 13.2% for the year ended
April 30, 1995. This decrease is due to higher volumes of product and networking
revenue that more than offset the increase in associated fixed costs as well as
cost reduction efforts to consolidate administrative functions and centralize
branches.

OPERATING INCOME. Operating income increased 53.0% to $43.0 million for
the year ended April 30, 1996 from $28.1 million for the year ended April 30,
1995. Operating income as a percentage of total revenue increased to 2.4% for
the year ended April 30, 1996 from 2.0% for the year ended April 30, 1995 as the
decrease in selling, general and administrative expenses as a percentage of
total revenue more than offset the decrease in the total gross margin
percentage.

INTEREST. Interest expense is incurred primarily on borrowings to support
the working capital requirements of the products line of business and the
Merisel FAB distribution services agreement. Interest expense increased 10.0% to
$35.8 million for the year ended April 30, 1996 from $32.6 million for the year
ended April 30, 1995 due principally to higher average borrowings during fiscal
year 1996 related to increased inventory levels and receivable balances as a
result of the significant growth in products revenue. Interest income decreased
15.8% to $5.5 million from $6.6 million as Vanstar was paid in full on a
significant note receivable during the first quarter of fiscal year 1996.

TAXES. The effective tax rate for the year ended April 30, 1996 of 37.0%
and 1995 of 41.0% was different than the U.S. statutory rate of 35.0% primarily
due to state tax provisions.

<PAGE>

ANNUAL AND ANNUALIZED SEVEN-MONTH PERIODS

In April 1994, Vanstar changed its fiscal year from September 30 to April
30. Therefore, Vanstar is using annualized information for the seven months
ended April 30, 1994 ("1994") for purposes of comparison to the year ended
April 30, 1995 ("1995") and the year ended September 30, 1993 ("1993"). The
annualized information for the period ended April 30, 1994 does not represent
actual operating results that would have been achieved for a full fiscal year.

FISCAL YEAR ENDED APRIL 30, 1995 AS COMPARED TO THE ANNUALIZED SEVEN MONTHS
ENDED APRIL 30, 1994

PRODUCTS. Revenue increased 41.2% in 1995 from 1994, primarily because
cash generated from the sale of Vanstar's U.S. franchise business enabled
Vanstar to meet increased customer demand through improved product stocking
levels. Gross margin increased 24.3% in 1995 from 1994 while the gross margin
percentage decreased to 9.6% in 1995 from 10.9% in 1994. This decrease was the
result of Vanstar's emphasis on larger customers which resulted in lower gross
margin percentages but higher sales volumes that more than offset the associated
increase in distributed costs.

NETWORKING. Revenue increased 89.0% in 1995 from 1994 due to a significant
increase in Vanstar's capacity to meet increased demand for value-added
networking services. This increase in capacity was a result of Vanstar's
investments in hiring and training systems engineers in prior periods. Gross
margin increased 132.4% in 1995 from 1994. Gross margin percentage increased to
41.2% in 1995 from 33.5% in 1994 as a result of the increased utilization of
Vanstar's systems engineers.

SUPPORT SERVICES. Revenue decreased 0.3% in 1995 from 1994. Gross margin
decreased 2.7% in 1995 from 1994. Gross margin percentage decreased to 42.0% in
1995 from 43.0% in 1994, as a result of annual wage rate increases which were
not offset by increased revenue.

OTHER SERVICES. Revenue increased 118.7% in 1995 from 1994. This increase
is primarily attributable to the fees derived from the Merisel FAB distribution
services agreement, which began in February 1994. Gross margin increased 126.0%
in 1995 from 1994. Gross margin percentage increased to 82.5% in 1995 from 79.9%
in 1994 resulting from an increase in revenue without a commensurate increase in
cost of services.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses increased 9.2% in 1995 from 1994. Selling, general and
administrative expenses as a percentage of total revenue decreased to 13.2% in
1995 from 16.6% in 1994, due to the cost reduction efforts to consolidate sales
administration activities and to the effect of higher volumes of product and
networking that more than offset the increase in associated fixed costs.

OPERATING INCOME (LOSS). Operating income increased to $28.1 million in
1995 from an operating loss in 1994 as the decline in selling, general and
administrative expenses as a percentage of total revenue and the increase in
networking gross margin percentage more than offset the decline in the products
gross margin percentage.

INTEREST. Interest expense increased 48.5% in 1995 from 1994 due
principally to higher borrowings related to increased inventory levels and
receivable balances as a result of the significant growth in products revenue,
combined with increases in the prime rate throughout calendar 1994. Interest
income during 1994 consisted primarily of earnings on a long-term note
receivable. Interest income during 1995 consisted primarily of early pay
discounts.

TAXES. The effective tax rate for 1995 of 41.0% and 1994 of 40.0% was
different than the U.S. statutory rate of 35.0% primarily due to the state tax
provision and benefit, respectively.

ANNUALIZED SEVEN MONTHS ENDED APRIL 30, 1994 AS COMPARED TO THE FISCAL YEAR
ENDED SEPTEMBER 30, 1993

PRODUCTS. Revenue decreased 10.1% in 1994 from 1993 primarily due to
limitations on product stocking levels resulting from working capital
constraints. Gross margin decreased 17.5% in 1994 from 1993. Gross margin
percentage also decreased to 10.9% in 1994 from 11.8% in 1993.

<PAGE>

NETWORKING. Revenue increased 7.7% in 1994 from 1993 due to the increased
demand for Vanstar's high-end, value-added networking services. Gross margin
decreased 25.0% in 1994 from 1993. Gross margin percentage declined to 33.5% in
1994 from 48.1% in 1993 as a result of costs associated with hiring and training
new systems engineers in anticipation of the future growth in networking
revenue.

SUPPORT SERVICES. Revenue decreased 8.3% in 1994 from 1993 due to the
elimination by Vanstar of several large contracts. Gross margin decreased 1.3%
in 1994 from 1993. Gross margin percentage increased to 43.0% in 1994 from 39.9%
in 1993, due to higher utilization of field engineers.

OTHER SERVICES. Revenue increased 193.7% in 1994 from 1993 due to the
inclusion of fees derived from the Merisel FAB distribution services agreement.
Gross margin significantly increased in 1994 from 1993. Gross margin percentage
increased to 79.9% in 1994 from 46.4% in 1993 due to the implementation of the
Merisel FAB distribution services agreement.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses decreased 7.9% in 1994 from 1993. Selling, general and
administrative expenses as a percentage of total revenue increased slightly to
16.6% in 1994 from 16.5% in 1993.

OPERATING LOSS. The operating loss was significantly reduced in 1994 from
1993 as the increase in other services gross margin percentage due to the new
Merisel FAB agreement more than offset the decrease in products and networking
gross margin.

INTEREST. Interest expense decreased 4.9% in 1994 from 1993. Interest
income during 1994 and 1993 consisted primarily of earnings on a long-term note
receivable.

TAXES. The effective income tax rate for the seven months ended April 30,
1994 of 40.0% was different than the U.S. statutory rate of 35.0% due primarily
to the state tax provision. The effective tax rate for 1993 of 26.4% was lower
than the U.S. statutory rate of 34.0% primarily due to unbenefitted current year
losses partially offset by state tax benefits.

DISCONTINUED OPERATIONS

Vanstar disposed of most of its franchise business during 1994. The
largest of these sales occurred on January 31, 1994, when Vanstar sold certain
assets and liabilities of its United States franchise business, including all
domestic franchise agreements, Datago distribution agreements and the right to
the "ComputerLand" name and trademark within the United States to Merisel FAB
(see Note 2 of Notes to Consolidated Financial Statements).

DEFERRED TAX ASSETS

At April 30, 1996 and 1995, Vanstar has recorded net deferred tax assets of
$31.3 and $41.4 million respectively. The full realization of the deferred tax
assets carried at April 30, 1996 is dependent upon Vanstar achieving future
pretax earnings, prior to the expiration of the net operating loss
carryforwards, of $84.7 million. The net operating loss carryforwards expire in
the years 2000 through 2010. Management believes that sufficient taxable income
will be generated from operations to realize the net deferred tax assets.

<PAGE>

QUARTERLY OPERATING RESULTS

The following table sets forth the unaudited operating results for each of
the four quarters in fiscal 1996 and fiscal 1995.

QUARTER ENDED

APRIL 30, JAN. 31, OCT. 31, JULY 31, APRIL 30, JAN. 31, OCT. 31, JULY 31,
1996 1996 1995 1995 1995 1995 1994 1994
-------- -------- -------- -------- --------- -------- -------- --------
(IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
REVENUE:
Products . . . . . . . . . . . . . . $424,055 $391,130 $389,030 $374,083 $342,784 $303,171 $289,819 $251,618
Services:
Networking . . . . . . . . . 17,197 16,514 13,561 10,855 9,535 8,508 7,552 6,247
Support services . . . . . . 36,145 34,758 34,031 33,484 33,684 32,587 32,361 32,562
Other services . . . . . . . 8,257 4,460 8,506 8,747 8,173 8,587 8,822 9,382
-------- -------- -------- -------- --------- -------- -------- --------
Total revenue. . . . . . . . 485,654 446,862 445,128 427,169 394,176 352,853 338,554 299,809
-------- -------- -------- -------- --------- -------- -------- --------
GROSS MARGIN:
Products . . . . . . . . . . . . . . . 40,843 36,254 36,597 34,200 32,701 28,160 27,074 25,578
Services:
Networking . . . . . . . . . 5,423 6,353 6,338 4,899 3,550 3,384 3,534 2,643
Support services . . . . . . 11,542 13,075 12,091 12,423 13,655 14,162 13,428 13,808
Other services . . . . . . . 6,982 3,208 7,326 7,373 6,836 7,038 7,230 7,757
-------- -------- -------- -------- --------- -------- -------- --------
Total gross margin . . . . . 64,790 58,890 62,352 58,895 56,742 52,744 51,266 49,786
-------- -------- -------- -------- --------- -------- -------- --------
GROSS MARGIN PERCENTAGE: . . . . . . . .
Products . . . . . . . . . . . . . . . 9.6% 9.3% 9.4% 9.1% 9.5% 9.3% 9.3% 10.2%
Services:
Networking . . . . . . . . . 31.5% 38.5% 46.7% 45.1% 37.2% 39.8% 46.8% 42.3%
Support services . . . . . . 31.9% 37.6% 35.5% 37.1% 40.5% 43.5% 41.5% 42.4%
Other services . . . . . . . 84.6% 71.9% 86.1% 84.3% 83.6% 82.0% 82.0% 82.7%
-------- -------- -------- -------- --------- -------- -------- --------
Total gross margin percentage 13.3% 13.2% 14.0% 13.8% 14.4% 14.9% 15.1% 16.6%
-------- -------- -------- -------- --------- -------- -------- --------
Selling, general and administrative
expenses . . . . . . . . . . . . . . . 31,855 76,891 46,772 46,362 47,834 45,610 44,778 44,189
% of total revenue . . . . . 6.5% 17.2% 10.5% 10.9% 12.1% 12.9% 13.2% 14.7%
Operating income (loss). . . . . . . . . 32,935 (18,001) 15,580 12,533 8,908 7,134 6,488 5,597
% of total revenue . . . . . 6.8% (4.0%) 3.5% 2.9% 2.3% 2.0% 1.9% 1.9%
-------- -------- -------- -------- --------- -------- -------- --------
Income (loss) from continuing
operations . . . . . . . . . . . . . . 16,519 (16,731) 4,951 3,314 890 76 285 17
Gain on disposal of discontinued
businesses . . . . . . . . . . . . . . - 9,194 - - - - - -

NET INCOME (LOSS) . . . . . . . . . . . $ 16,519 $ (7,537) $ 4,951 $ 3,314 $ 890 $ 76 $ 285 $ 17
-------- -------- -------- -------- --------- -------- -------- --------
-------- -------- -------- -------- --------- -------- -------- --------
Proforma net income (loss)
per share (1):
Continuing operations . . . . . . . $ 0.44 $ (0.53) $ 0.15 $ 0.10 $ 0.03 $ 0.00 $ 0.01 $ 0.00
Discontinued operations . . . . . . - 0.29 - - - - - -
-------- -------- -------- -------- --------- -------- -------- --------
TOTAL PROFORMA NET INCOME (LOSS)
PER SHARE . . . . . . . . . . . . . $ 0.44 $ (0.24) $ 0.15 $ 0.10 $ 0.03 $ 0.00 $ 0.01 $ 0.00
-------- -------- -------- -------- --------- -------- -------- --------
-------- -------- -------- -------- --------- -------- -------- --------

</TABLE>

- ------------
(1) Pro forma amounts give effect to the conversion of all outstanding shares
of Preferred Stock and Class B Common Stock into Common Stock and the exchange
of all outstanding warrants for shares of Common Stock as if the conversion had
occurred at the later of the beginning of fiscal year 1995 or the issuance date.
Pro forma net income per share is calculated based upon the weighted average
number of shares of common stock and dilutive common stock equivalents
outstanding in each quarter. Consequently, the sum of the quarterly pro forma
net income per share does not necessarily equal the year-to-date pro forma net
income per share.

During the third quarter of fiscal year 1996, Vanstar recorded a $31.1
million provision against its extended credit due from Merisel FAB. In the
fourth quarter of fiscal year 1996, Vanstar reversed $15.6 million of this
provision.

Vanstar's quarterly revenues and operating results have varied
significantly in the past and will likely continue to do so in the future.
Quarterly revenues and operating results may fluctuate as a result of the demand
for Vanstar's products and services, the introduction of new hardware and
software technologies offering improved features, the introduction of new
services by Vanstar and its competitors, changes in the level of operating
expenses, the timing of major service projects, inventory adjustments,
competitive conditions and economic conditions

<PAGE>

generally. In particular, Vanstar's operating results are highly sensitive
to changes in the mix of Vanstar's product and service revenues, product
margins and interest rates. Further, the purchase of Vanstar's products and
services generally involves a significant commitment of capital, with the
attendant delays frequently associated with large capital expenditures and
authorization procedures within an organization. For these and other
reasons, Vanstar's operating results are subject to a number of significant
risks over which Vanstar has little or no control, including customers'
technology life cycle needs, budgetary constraints and internal authorization
reviews. In addition, Vanstar historically has experienced significant
revenue fluctuations because of shortages of supply from certain vendors.
Shortages of supplies from vendors have previously occurred due primarily to
credit limitations placed on Vanstar. Future limitations of credit by vendors
could materially adversely affect Vanstar. In addition, the general
availability of certain products, particularly state of the art computing and
data communications products, is occasionally restricted. While Vanstar has
not experienced significant product supply shortages, other than due to
credit restrictions as described above, any such product supply shortages in
the future could have a material adverse effect on Vanstar. Because revenues
are recognized upon the shipment of products to the customer, revenues from
product sales in any quarter are substantially dependent on orders shipped in
any given quarter. Vanstar is increasing its fixed operating expenses,
including a significant increase in personnel, based on anticipated revenue
growth in its networking line of business. Vanstar may be unable to adjust
spending sufficiently in a timely manner to compensate for any unexpected
revenue shortfall, which could adversely affect operating results.
Accordingly, Vanstar believes that period-to-period comparisons of its
operating results should not be relied upon as an indication of future
performance. In addition, the results of any quarterly period are not
indicative of results to be expected for a full fiscal year. It is possible
that in certain future quarters, Vanstar's operating results may be below the
expectations of public market analysts and investors. In such event, the
price of Vanstar's Common Stock would likely be materially adversely
affected.

LIQUIDITY AND CAPITAL RESOURCES

Vanstar has utilized its line of credit with IBMCC and its operating
profits as well as cash proceeds from the issuance of Common Stock and the sale
of its franchise business to fund its significant revenue growth and working
capital requirements, to make payments on its long-term debt and to purchase
capital equipment.

Vanstar currently has a $450 million line of credit under the Financing
Program Agreement with IBMCC. At April 30, 1996, Vanstar had $386 million
outstanding under this facility of which $97 million is included in accounts
payable and $289 million is classified as long-term debt. Borrowings under the
line of credit are subject to certain borrowing base limitations and are secured
by portions of Vanstar's inventory, accounts receivable and certain other
assets. The line of credit currently has a term expiring October 31, 1997 and
is renewable thereafter for successive six-month periods. IBMCC may terminate
the line of credit at any time upon 90 days' notice to Vanstar. In the event of
such termination, the outstanding borrowings under the Financing Program
Agreement mature at the end of the term of the line of credit. As of May 1,
1996 amounts borrowed under the line of credit bear interest at prime minus
0.50%.

In March 1996, Vanstar completed an initial public offering selling
9,215,770 shares of Vanstar Common Stock and raising $83.4 million after selling
expenses and underwriting discounts and commissions. Vanstar used the proceeds
of the offering primarily to repay amounts borrowed under the line of credit
with IBMCC.

In January 1994, Vanstar sold certain assets and liabilities of its U.S.
franchise business to Merisel FAB for $80.2 million in cash plus additional
contingent consideration. In February 1996, Vanstar received an additional
$14.6 million from the sale in settlement of the contingent consideration.
Pursuant to its distribution and services agreement, Vanstar continues to supply
product to Merisel FAB for which it earns a monthly distribution fee.
Approximately one half of Vanstar's inventory balance is maintained to fulfill
Vanstar's obligation under the distribution services agreement. Pursuant to such
agreement, Merisel FAB is obligated to pay Vanstar for its daily purchases
within two business days.

Vanstar's working capital increased to $315.7 million at April 30, 1996
from $267.9 million at April 30, 1995. As a result of the initial public
offering and improved profitability Vanstar's debt to equity ratio improved to
2.3 at April 30, 1996 from 15.3 at April 30, 1995. During fiscal year 1996,
Vanstar's operating activities used

<PAGE>

cash of $21.5 million primarily due to significant increases in inventory
and accounts receivable partially offset by an increase in accounts payable.
The increases were in support of and as a result of higher levels of product
sales. Vanstar increased its capital expenditures to $15.6 million during
fiscal year 1996 primarily due to Vanstar's commitment to develop and expand
its automated systems. Vanstar plans to continue to make significant
investments in its automated systems and its capital equipment during fiscal
year 1997.

Effective May 24, 1996, Vanstar acquired substantially all of the assets
and liabilities of the Western and Southwest Regions of Dataflex Corporation.
Vanstar paid $37.0 million against an estimated purchase price of $42.0 million.
In addition to the Dataflex acquisition and the transactions that are the
subject of this Joint Proxy Statement/Prospectus, Vanstar continues to pursue
the acquisition of other companies that sell products and services that either
complement or expand its existing business.

Vanstar believes that cash generated from operations and credit facilities
will be sufficient to meet its cash requirements and fund its planned growth
through at least the end of fiscal 1997.

The foregoing Management's Discussion and Analysis of Financial Condition
and Results of Operations contains certain forward-looking statements which
involve risks and uncertainties. Vanstar's actual results could differ
materially from the results anticipated in these forward-looking statements as a
result of certain of the factors set forth under "Risk Factors" and elsewhere in
this Joint Proxy Statement/Prospectus.

<PAGE>

MANAGEMENT

EXECUTIVE OFFICERS AND DIRECTORS

The following table sets forth certain information as of the date of this
Joint Proxy Statement/Prospectus with respect to each person who is an executive
officer or director of Vanstar:

NAME AGE POSITION
---- --- --------
<S> <C> <C>
William Y. Tauscher (1). . . . . . . . . 46 Chairman of the Board and Chief Executive Officer
Jeffrey S. Rubin (1) . . . . . . . . . . 52 Vice Chairman of the Board and Chief Financial Officer
Jay S. Amato . . . . . . . . . . . . . . 37 President, Chief Operating Officer and Director
Richard N. Anderson. . . . . . . . . . . 39 Senior Vice President Sales
H. Christopher Covington . . . . . . . . 46 Senior Vice President, General Counsel and Secretary
Robert C. Kuntzendorf. . . . . . . . . . 51 Senior Vice President Operations
Chris M. Laney . . . . . . . . . . . . . 39 Senior Vice President Networking Services
Daniel S. Maher. . . . . . . . . . . . . 44 Senior Vice President and General Manager Professional Services
Ahmad Manshouri. . . . . . . . . . . . . 55 Senior Vice President and General Manager Product Operations
Michael J. Moore . . . . . . . . . . . . 45 Senior Vice President Management Information Services
Coleman D. Sisson. . . . . . . . . . . . 39 Senior Vice President and General Manager Learning Network
Thanos M. Triant . . . . . . . . . . . . 50 Senior Vice President and Chief Technology Officer
William R. Waas. . . . . . . . . . . . . 48 Senior Vice President Service
John W. Amerman . . . . . . . . . . . . 64 Director
Richard H. Bard (1)(3) . . . . . . . . . 48 Director
Stephen W. Fillo (2) . . . . . . . . . . 59 Director
Stewart K. P. Gross (1)(2) . . . . . . . 37 Director
William H. Janeway (3) . . . . . . . . . 53 Director
John R. Oltman . . . . . . . . . . . . . 51 Director
John L. Vogelstein . . . . . . . . . . . 61 Director
Josh S. Weston . . . . . . . . . . . . . 67 Director

</TABLE>

_______________
(1) Member of the Executive Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation and Stock Option Committee.

JAY S. AMATO became President and Chief Operating Officer in July 1995 and
a director in December 1995. From January 1993 until July 1995, he was Senior
Vice President and President, North America Operations of Vanstar. From
June 1991 until January 1993, he was Senior Vice President, Major Market
Operations of Vanstar, and from April 1989 until June 1991, he was Vice
President of Business Development of Vanstar. Mr. Amato was previously the New
York regional manager and director of operations of The Computer Factory, Inc.

JOHN W. AMERMAN became director in June 1996. He has served as Chairman
and Chief Executive Officer of Mattel, Inc., a leading toy manufacturer, since
1987. Prior to his chairmanship with Mattel, Inc., Mr. Amerman served as
President of Mattel International. Before joining Mattel in 1980, Mr. Amerman
was president of the American Chicle division of Warner Lambert Corp., a
consumer health-care products company. Mr. Amerman is also a member of the
board of directors of Unocal Corporation, a worldwide energy resources company,
a member of the Board of Governors of the Hugh O'Brian Youth Foundation and a
member of the Board of Overseers of Dartmouth's Amos Tuck School.

RICHARD N. ANDERSON became Senior Vice President Sales in December 1993. He
was Vice President, Field Sales from October 1992 until December 1993. From
July 1991 to October 1992, he was an Area Director for Vanstar, responsible for
sales in the New England area. From December 1983 until July 1991, he was a
founder and Chief Operating Officer of New England Computer Corporation, one of
the largest Vanstar franchisees. Prior thereto, he was a Financial Systems
Consultant for Digital Equipment Corporation.

<PAGE>

RICHARD H. BARD became a director of Vanstar in September 1987 and
served as Chairman of the Board of Directors from July 1989 to December 1991.
He has been a director and Chief Executive Officer of Optical Security Group,
Inc., a materials technology company, since September 1993, and became
President and Chairman of the Board of that company in April 1995. From July
1989 to 1991, he served at different times in the capacities of Director,
Chairman and Chief Executive Officer of ComputerLand International
Development, Inc. Since 1991, he has also been Chief Executive Officer of
Bard & Co., Inc., a diversified investment management company. From May 1986
until December 1988, he was Chairman and Chief Executive Officer of
CoastAmerica Corporation, a franchisor of hardware product stores. Prior to
that time, he was President and Chief Operating Officer of FoxMeyer
Corporation, which he co-founded in 1978. Mr. Bard is also a director of
Builder Marts of America Inc., a supplier of building materials, and
Polymedica Industries, Inc., a manufacturer of healthcare products.

H. CHRISTOPHER COVINGTON became Senior Vice President, General Counsel and
Secretary in August 1994. From April 1993 until August 1994, he was Vice
President. From November 1990 until April 1993, he was Assistant General Counsel
and Assistant Secretary of Vanstar. From January 1988 until November 1990, he
was a partner of the law firm of Hardin, Cook, Loper, Engel & Bergez.

STEPHEN W. FILLO became a director in September 1987. He has been President
of Fillo & Co., Inc., an independent investment firm, since December 1990. He
was a Managing Director of E.M. Warburg, Pincus & Co., Inc., a venture banking
and investment counselling firm, from 1981 to 1990. He is a director of LCI
International Inc., a long distance telephone carrier.

STEWART K.P. GROSS became a director in June 1994. Mr. Gross is a Managing
Director of E.M. Warburg, Pincus & Co., Inc. Mr. Gross has been with that firm
since July 1987 and has been a Managing Director since January 1993. He is a
director of several privately-held companies.

WILLIAM H. JANEWAY became a director in June 1994. He has been a Managing
Director and the head of the Venture Capital High Technology Team since 1988 of
E.M. Warburg, Pincus & Co., Inc. Mr. Janeway is a director of Maxis, Inc., an
entertainment software company, Zilog, Inc., a semiconductor manufacturer, and
several private companies.

ROBERT C. KUNTZENDORF became Senior Vice President Operations in
April 1990. Before joining Vanstar, he served as Vice Chairman of FoxMeyer
Corporation, a wholesale pharmaceutical distributor and franchisor, which he
joined in 1983.

CHRIS M. LANEY became Senior Vice President Networking Services in
July 1995. From July 1993 until July 1995, he was Vice President Networking
Services. From April 1992 until July 1993, he was Western Regional Director of
Networking Services. From October 1989 until April 1992, he was Director of
Networking Services for Dataphaz, Inc., a Vanstar franchisee.

DANIEL S. MAHER became Senior Vice President and General Manager of
Professional Services for Vanstar in November 1995. From 1993 to October 1995,
he was Vice President of Worldwide Professional Services for AT&T Global
Information Solutions. Prior to 1993, Mr. Maher was a consulting partner with
Coopers & Lybrand.

AHMAD MANSHOURI became Senior Vice President and General Manager Product
Operations in July 1995. He was Senior Vice President, Purchasing and Vendor
Management from January 1993 until July 1995. From July 1992 until January 1993,
he was a Vice President of Vanstar. Prior thereto, he was the founder and Vice
President of Infomax, Inc., one of the largest Vanstar franchisees.

MICHAEL J. MOORE became Senior Vice President Management Information
Services in January 1993. From May 1987 until January 1993, he was Vice
President Information Systems. Prior thereto, he was President and Chief
Executive Officer of The Software Place, a retailer of computer software.

JOHN R. OLTMAN became director of Vanstar in June 1996. Mr. Oltman is the
former Chairman and Chief Executive Officer of SHL Systemhouse, Inc., a provider
of client/server consulting, systems integration and

<PAGE>

technology outsourcing. Before joining SHL Systemhouse, Mr. Oltman was
Worldwide Managing Partner for Integration Services for Andersen Consulting
and a member of Andersen's Worldwide Organization Board of Directors. Mr.
Oltman joined the Arthur Andersen Worldwide Organization in 1970 and held a
number of positions within that firm, including Managing Partner for
Andersen's Chicago Consulting Group. Mr. Oltman is a director of TSW
International and IA Corporation, application software companies.

JEFFREY S. RUBIN became Vice Chairman in June 1995, Chief Financial Officer
in November 1995 and a director in July 1991. From May 1994 to February 1995,
Mr. Rubin was Senior Vice President, Business Development and Planning for GTE
Corporation. He was Executive Vice President and Chief Financial Officer of
NYNEX Corporation from 1993 until April 1994. From January 1991 to 1993, he was
Senior Vice President and Chief Financial Officer of NYNEX Corporation. From
March 1990 to January 1991, he was Vice President - Finance of NYNEX
Corporation. Mr. Rubin is a director of Shared Medical Systems Corporation, a
medical financial services company.

COLEMAN D. SISSON became Senior Vice President and General Manager Learning
Network in July 1995. From 1992 until July 1995, he was Vice President, Customer
Services for Powersoft Corp., a software company, and from 1987 until 1992, he
was the Training and Customer Service Manager of Compaq Computer Corporation.

WILLIAM Y. TAUSCHER became Chairman of the Board of Vanstar in
September 1987 and Chief Executive Officer in September 1988. He was President
from September 1988 to July 1995. Prior to September 1988, he was Chairman of
the Board, President and Chief Executive Officer of FoxMeyer Corporation, a
wholesale pharmaceutical distributor and franchisor that he co-founded in 1978
and a subsidiary of National Intergroup, Inc., a diversified holding
corporation. He is a director of The Vons Companies, Inc., a grocery store
chain.

THANOS M. TRIANT became Senior Vice President and Chief Technology Officer
for Vanstar in November 1995. Prior to joining Vanstar, Mr. Triant was Vice
President of Information Systems for the Times Mirror Company from January 1994
to November 1995. From January 1990 to January 1994, he was the Director of
Systems Architecture for Sun Microsystems Inc.

JOHN L. VOGELSTEIN became a director in January 1991. He has been President
of E.M. Warburg, Pincus & Co., Inc. since 1994, Vice Chairman of E.M. Warburg,
Pincus & Co., Inc. since 1982, President of Warburg, Pincus Ventures, Inc. since
1980 and a Partner of Warburg, Pincus & Co. since 1971. Mr. Vogelstein is a
director of ADVO, Inc., a direct mail marketing company, Aegis Group plc, a
media buying company, LCI International, Inc., a long distance telephone
carrier, Mattel, Inc., a toy manufacturer, Value Health, Inc., a managed care
company, and several private companies.

WILLIAM R. WAAS became Senior Vice President Service in July 1995. From
January 1989 until July 1995, he was Vice President Service. Prior to joining
Vanstar, he was Vice President of Systems Support of Grumman Data Systems
Corporation, a computer services company. He is Chairman of CompTIA, an
industry association.

JOSH S. WESTON became director of Vanstar in June 1996. Mr. Weston has
served as Chairman and Chief Executive Officer of Automatic Data Processing,
Inc., a computer services company since 1982. Mr. Weston is also a member of
the Board of Directors of Public Service Enterprise Group Inc., an electric and
gas utility company, Olsten Corp., a provider of home health care and temporary
staffing services and Shared Medical Systems, a provider of health information
services.

Executive officers serve at the discretion of the Board of Directors. All
directors serve on the Board of Directors of Vanstar until the next annual
meeting of stockholders of Vanstar and until their successors are elected and
qualified. Non-employee directors receive reimbursement of out-of-pocket
expenses for attendance at Board meetings. In addition, certain directors may
receive stock options under Vanstar's stock option plans. See "- Management --
Stock Option Plans."

57
<PAGE>

The Board of Directors has established three committees. The Executive
Committee is comprised of Messrs. Tauscher, Rubin, Bard and Gross and generally
has all the powers of the Board of Directors, subject to limitations provided by
the Delaware General Corporation Law. The Audit Committee is comprised of
Messrs. Fillo and Gross and oversees the activities of Vanstar's independent
auditors and reviews Vanstar's internal accounting procedures and controls. The
Compensation and Stock Option Committee is comprised of Messrs. Janeway and Bard
and makes recommendations to the Board of Directors with respect to general
compensation and benefit levels, determines the compensation and benefits for
Vanstar's executive officers and administers Vanstar's stock option plans.

EXECUTIVE COMPENSATION

The following table sets forth a summary of the compensation earned by the
Chief Executive Officer of Vanstar and the four other most highly compensated
executive officers of Vanstar (collectively, the "Named Executive Officers") for
services rendered in all capacities to Vanstar during the fiscal years ended
April 30, 1995 and 1996.

SUMMARY COMPENSATION TABLE

LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION AWARDS AWARDS
-------------------------------------------- -------------
SECURITIES
OTHER ANNUAL UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) COMPENSATION ($) OPTIONS/SARS (#) COMPENSATION ($)
- ----------------------------------- ---- ---------- --------- ---------------- ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
WILLIAM Y. TAUSCHER . . . . . . . . 1995 550,008 30,000 - 325,000(1) 87,634(2)
CHAIRMAN OF THE BOARD AND 1996 550,008 550,008 - 1,187,434(1) 1,566(3)
CHIEF EXECUTIVE OFFICER

JAY S. AMATO. . . . . . . . . . . . 1995 256,245 25,000 - 47,726(1) 1,014(3)
PRESIDENT AND CHIEF OPERATING 1996 312,498 312,293 - 300,000(1) 2,094(4)
OFFICER

JEFFREY S. RUBIN. . . . . . . . . . 1995 4,037(1)(8)
VICE CHAIRMAN OF THE 1996 243,756 242,424 - 250,000(1)(9) 1,944(3)
BOARD AND CHIEF
FINANCIAL OFFICER

AHMAD MANSHOURI . . . . . . . . . . 1995 204,006 20,000 - 15,000(1) 768(3)
SENIOR VICE PRESIDENT AND 1996 242,834 194,142 - 75,000(1) 3,921(3)
GENERAL MANAGER
OPERATIONS

RICHARD N. ANDERSON . . . . . . . . 1995 182,508 20,000 1,940(5) 15,000(1) 1,669(6)
SENIOR VICE PRESIDENT 1996 219,168 175,258 - 85,100(1) 2,105(7)
SALES

</TABLE>

_______________
(1) These shares are subject to exercise under stock options granted under
Vanstar's stock option plans.
(2) Comprised of $86,074 of forgiveness of interest on a promissory note
payable to Vanstar and $1,560 of premiums for insurance policies for which
such person is the beneficiary.
(3) Comprised of premiums for insurance policies where such persons are the
beneficiaries.
(4) Comprised of $1,500 matching contributions made to Vanstar's 401(k) plan
for the benefit of such person and $594 of premiums for insurance policies
for which such person is the beneficiary.
(5) Comprised of $1,940 for relocation expenses.
(6) Comprised of a $967 matching contribution made to Vanstar's 401(k) plan for
the benefit of such person and $702 of premiums for insurance policies for
which such person is the beneficiary.
(7) Comprised of a $1,500 matching contribution made to Vanstar's 401(k) plan
for the benefit of such person and $605 of premiums for insurance policies
for which such person is the beneficiary.
(8) Includes options to purchase 573 shares of Common Stock at a price of $1.00
per share, options to purchase 2,309 shares of Common Stock at a price of
$4.51 per share and options to purchase 1,155 shares of Common Stock at a
price of $8.12 per share granted by CapCo to Jeffrey S. Rubin.
(9) Includes options to purchase 7,457 shares at a price of $1.00 per share,
options to purchase 30,022 shares of Common Stock at a price of $4.51 per
share and options to purchase 15,011 shares of Common Stock at a price of
$8.12 per share granted by CapCo to Jeffrey S. Rubin.

<PAGE>
OPTION GRANTS IN LAST FISCAL YEAR

The following table sets forth information with respect to stock options
pursuant to Vanstar's stock option plans granted to the Named Executive Officers
during fiscal year 1996.

INDIVIDUAL GRANTS
------------------------------------------------------------- POTENTIAL REALIZABLE VALUE
PERCENT OF AT ASSUMED ANNUAL RATES
NUMBER OF TOTAL OF STOCK PRICE
SECURITIES OPTIONS/SARS APPRECIATION
UNDERLYING GRANTED TO EXERCISE OR FOR OPTION TERM ($)(3)
OPTIONS/SARS EMPLOYEES IN BASE PRICE EXPIRATION ----------------------------
NAME GRANTED (#)(1) FISCAL YEAR(2) ($/SH) DATE 5% 10%
- ------------------------- ------------- -------------- ----------- ---------- ------------ -------------
<S> <C> <C> <C> <C> <C> <C>
William Y. Tauscher . . . 687,434(4)(5) 23.17% 3.00 5/1/05 1,297,188 3,287,309
500,000 16.85% 10.00 3/11/06 3,145,000 7,970,000
Jay S. Amato. . . . . . . 300,000(6)(5) 10.11% 3.00 5/1/05 566,100 1,434,600
Jeffrey S. Rubin. . . . . 250,000 8.43% 3.00 5/1/05 471,750 1,195,500
Ahmad Manshouri . . . . . 75,000(7)(5) 2.53% 3.00 5/1/05 141,525 358,650
Richard N. Anderson . . . 85,100(8)(5) 2.87% 3.00 5/1/05 160,584 406,948
</TABLE>

* Less than one percent.
(1) All options vest in four or five equal annual installments, subject to
acceleration in the event of termination within six months of a change of
control (as defined in the Company's stock option plans), and have a term
of 10 years.
(2) The Company granted options to purchase an aggregate of 2,966,943 shares of
Common Stock during fiscal year 1996.
(3) Potential realizable value is based on the assumption that the price of the
Common Stock appreciates at the annual rate shown, compounded annually,
from the date of grant until the end of the 10-year option term. The
values are calculated in accordance with rules promulgated by the
Securities and Exchange Commission and do not reflect the Company's
estimate of future stock price appreciation.
(4) Includes options to purchase 325,000 shares of Common Stock at an exercise
price of $3.00 per share which were granted on May 1, 1995, in exchange for
cancellation of options to purchase a like number of shares at an exercise
price of $6.00 per share, and also includes options to purchase 687,434
shares of Common Stock at an exercise price of $5.55 per share which were
granted on May 1, 1995, in exchange for cancellation of options to purchase
a like number of shares at an exercise price of $6.00 per share.
(5) The options vest in 20% installments on each of May 1, 1995, 1996, 1997,
1998 and 1999, subject to acceleration in the event of termination within
six months of a change of control (as defined in the Company's stock option
plans).
(6) Includes options to purchase 56,726 shares of Common Stock at an exercise
price of $3.00 per share which were granted on May 1, 1995, in exchange for
cancellation of options to purchase a like number of shares at an exercise
price of $6.00 per share and also includes options to purchase 43,274
shares of Common Stock at an exercise price of $5.55 per share which were
granted on May 1, 1995, in exchange for cancellation of options to purchase
a like number of shares at an exercise price of $6.00 per share.
(7) Includes options to purchase 15,000 shares of Common Stock at an exercise
price of $3.00 per share which were granted on May 1, 1995, in exchange for
cancellation of options to purchase a like number of shares at an exercise
price of $6.00 per share.
(8) Includes options to purchase 20,000 shares of Common Stock at an exercise
price of $3.00 per share which were granted on May 1, 1995, in exchange for
cancellation of options to purchase a like number of shares at an exercise
price of $6.00 per share.

The following table sets forth information with respect to each exercise of
stock options during fiscal 1996, by each of the Named Executive Officers and
the number of options held at fiscal year end and the aggregate value of
in-the-money options held at fiscal year end. None of the Named Executive
Officers exercised options in fiscal 1996.

<PAGE>

AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND
FY-END OPTION/SAR VALUES

NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING OPTIONS/SARS IN-THE-MONEY OPTIONS/SARS
SHARES ACQUIRED VALUE AT FISCAL YEAR-END (#) AT FISCAL YEAR-END ($)
NAME ON EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE (1)
- ------------------------------ --------------- ------------ ------------------------- ----------------------------
<S> <C> <C> <C> <C>
William Y. Tauscher. . . . . . - - 237,487/949,947 $1,794,487/$7,297,937
Jay S. Amato . . . . . . . . . - - 60,000/240,000 $637,800/$2,551,200
Jeffrey S. Rubin . . . . . . . - - 50,000/200,000 $531,500/$2,126,000
Ahmad Manshouri. . . . . . . . - - 15,000/60,000 $159,450/$637,800
Richard N. Anderson. . . . . . - - 31,920/68,080 $345,619/$723,690

</TABLE>

_______________
(1) Based on the fair market value of the Vanstar Common Stock at year end
($13.63 per share), as reported by the NYSE at the close of business on
April 30, 1996.

Directors who are full-time employees of Vanstar receive no additional
compensation for services rendered as members of the Board or committees
thereof. Directors who are not full-time employees of Vanstar receive
reimbursement of out-of-pocket expenses for attendance at Board meetings.
Messrs. Amerman, Oltman and Weston receive an annual fee of $20,000 and a
meeting fee of $1,000 per meeting attended, plus reimbursement of out-of-pocket
expenses. Furthermore, Messrs. Amerman, Oltman and Weston received options to
purchase 20,000 shares of Vanstar Common Stock and a donation in the amount of
$25,000 to each of the charities selected by the directors upon their
appointment to the Board. In addition, certain directors may receive stock
options under Vanstar's stock option plans.

STOCK OPTION PLANS

1988 STOCK OPTION PLAN. In July 1988, Vanstar adopted a stock option plan
(as amended, the "1988 Stock Option Plan") providing for the issuance to key
employees and directors of "incentive stock options" within the meaning of
Section 422 of the Code, and stock options that are non-qualified for Federal
income tax purposes. The total number of shares of Vanstar Common Stock for
which options may be granted pursuant to the 1988 Stock Option Plan is
2,500,000. The 1988 Stock Option Plan is administered by the Compensation and
Stock Option Committee, which is comprised of Messrs. Janeway and Bard. The
Compensation and Stock Option Committee may, in its discretion, grant tandem
stock appreciation rights that give the employee the right to elect an
alternative

payment equal to the appreciation of the stock value instead of exercising
the stock options. Members of the Compensation and Stock Option Committee are
not eligible to receive options under the 1988 Stock Option Plan.

The exercise price of incentive stock options granted under the 1988 Stock
Option Plan may not be less than 100% of the fair market value of the Vanstar
Common Stock at the time of grant and the term of any option may not exceed 10
years. With respect to any employee who owns stock representing more than 10% of
the voting power of the outstanding capital stock of Vanstar, the exercise price
of any incentive stock option may not be less than 110% of the fair market value
of such shares at the time of grant and the term of such option may not exceed
five years. The exercise price of a non-qualified stock option is determined by
the Compensation and Stock Option Committee at the time such option is granted.

Options granted under the 1988 Stock Option Plan are nontransferable and,
with certain exceptions in the event of the death or disability of an optionee,
may be exercised by the optionee during employment or within the one or three
month period immediately following termination of employment. Options granted
under the 1988 Stock Option Plan typically vest over a four- or five- year
period, subject to acceleration in the event of termination within six months of
a change of control (as defined in the plan), and expire after 10 years.

1993 STOCK OPTION/STOCK ISSUANCE PLAN. In April 1993, Vanstar adopted a
stock option/stock issuance plan (the "1993 Stock Plan"; and collectively with
the 1988 Stock Option Plan and the 1993 Stock Plan, the "Stock Option Plans")
providing for the issuance to highly compensated, managerial employees, officers
and directors of "incentive stock options" within the meaning of Section 422 of
the Code, stock options that are non-qualified for

<PAGE>

Federal income tax purposes and performance bonus shares of Vanstar Common
Stock. The total number of shares of Vanstar Common Stock issuable pursuant
to the 1993 Stock Plan, whether under options or directly, is 2,500,000. The
1993 Stock Plan is administered by the Compensation and Stock Option
Committee. The Compensation and Stock Option Committee may, in its
discretion, grant tandem stock appreciation rights that give the employee the
right to elect an alternative payment equal to the appreciation of the stock
value instead of exercising the stock options. Members of the Compensation
and Stock Option Committee are not eligible to receive options under the 1993
Stock Plan.

The exercise price and term of incentive stock options granted under the
1993 Stock Plan are subject to the same limitations described above with respect
to the 1988 Stock Option Plan. The option price of a non-qualified stock option
is determined by the Compensation and Stock Option Committee at the time such
option is granted; provided that the exercise price of non-qualified stock
options granted under the 1993 Stock Plan and the purchase price of shares of
Vanstar Common Stock issued under such Plan may not be less than 85% of the fair
market value of the Vanstar Common Stock at the time of grant or issuance.
Shares of Vanstar Common Stock may be issued under the 1993 Stock Plan as a
performance bonus without any cash payment required of the recipient.

Options granted under the 1993 Stock Plan are nontransferable and, with
certain exceptions in the event of the death or disability of an optionee, may
be exercised by the optionee during employment or within the one or three month
period immediately following termination of employment. Options granted under
the 1993 Stock Plan typically vest over a four- or five-year period, subject to
acceleration in the event of termination within six months of a change of
control (as defined in the Plan), and expire after 10 years.

EMPLOYEE STOCK PURCHASE PLAN

Vanstar adopted, on March 11, 1996, effective with its IPO, an employee
stock purchase plan (the "Stock Purchase Plan"). Under the Stock Purchase
Plan, eligible employees are granted options (exercisable by electing to
participate in the Plan) to purchase shares of Vanstar Common Stock generally
through regular payroll deductions. The Stock Purchase Plan is intended to
qualify as an "employee stock purchase plan" under Section 423 of the Code.
The total number of shares of Vanstar Common Stock that are authorized for
issuance under the Stock Purchase Plan is 1,000,000. All full-time employees
of Vanstar are eligible to participate in the Stock Purchase Plan, subject to
certain limited exceptions. Options are granted generally every six months to
eligible employees and, if not exercised, expire on the last day of the
sixth-month period in which granted. Employees electing to participate for
any semi-annual period authorize payroll deductions at a stated whole
percentage ranging from 2% to 10% of compensation, as determined by the
participant. Options are nontransferable other than by will or by operation
of the laws of descent and distribution. The purchase price for shares
offered under the Stock Purchase Plan is equal to 85% of the lower of the
closing price of the common stock on the first day of the six month option
period or the last day of the six month option period. The initial offer
period is from March 11, 1996 to August 31, 1996 in which case the purchase
price shall equal 85% of the lower of the initial public offering price
($10.00 per share) or the closing price of the common stock on the last day
of such initial option period. The Stock Purchase Plan will expire on March
11, 2006, unless sooner terminated by the Board of Directors. The Board of
Directors of Vanstar may amend or terminate the Stock Purchase Plan at any
time and from time to time, subject to certain limitations. The Stock
Purchase Plan is administered by the Compensation and Stock Option Committee.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth information with respect to the beneficial
ownership of the Vanstar Common Stock as of July 1, 1996, by (i) each person
known to Vanstar to own beneficially more than 5% of the outstanding Vanstar
Common Stock, (ii) each of the directors of Vanstar, (iii) each of the Named
Executive Officers and (iv) all directors and executive officers of Vanstar as a
group. The following table also sets forth the effect of the Merger (assuming
the issuance of 350,000 shares of Vanstar Common Stock in connection therewith)
on the amount and percentage of current holdings of shares of Vanstar Common
Stock owned beneficially by each of such persons. Except as otherwise stated,
Vanstar believes that each of the beneficial owners named in the table has sole
voting and investment power with respect to all shares of Vanstar Common Stock
beneficially owned by such stockholder as set forth opposite such stockholder's
name, subject to applicable community property laws. Except as noted

<PAGE>

below, the address of each director and Named Executive Officer is c/o Vanstar
Corporation, 5964 West Las Positas Blvd., Pleasanton, California 94588.

BENEFICIAL OWNERSHIP PRO FORMA BENEFICIAL
BEFORE THE MERGER OWNERSHIP AFTER THE MERGER
---------------------------------- -------------------------------------
NAME OF BENEFICIAL OWNER/DIRECTOR NUMBER OF SHARES PERCENT(1) NUMBER OF SHARES PERCENT(1)
- ---------------------------------------- ---------------- ---------- ---------------- ----------
<S> <C> <C> <C> <C>
Warburg, Pincus Capital Company,
L.P.(2). . . . . . . . . . . . . . . . 13,878,401.21 34.3% 13,878,401.21 34.0%
466 Lexington Avenue
10th Floor
New York, NY 10017

William Y. Tauscher(3) . . . . . . . . . 2,669,424.49 6.6 2,669,429.49 6.5
Jeffrey S. Rubin(4). . . . . . . . . . . 168,641.00 * 168,641.00 *
Ahmad Manshouri(5) . . . . . . . . . . . 61,215.00 * 61,215.00 *
Richard N. Anderson(6) . . . . . . . . . 61,007.00 * 61,007.00 *
Richard H. Bard(7) . . . . . . . . . . . 1,158,546.26 2.9 1,156,546.26 2.8
Stephen W. Fillo(8). . . . . . . . . . . -- -- -- --
Stewart K. P. Gross(9)(2). . . . . . . . 13,878,401.21 34.3 13,878,401.21 34.0
William H. Janeway(9)(2) . . . . . . . . 13,878,401.21 34.3 13,878,401.21 34.0
John L. Vogelstein(9)(2) . . . . . . . . 13,878,401.21 34.3 13,878,401.21 34.0
Jay S. Amato(10) . . . . . . . . . . . . 140,000.00 * 140,000.00 *
John W. Amerman(12). . . . . . . . . . . 4,000.00 * 4,000.00 *
Josh S. Weston(12) . . . . . . . . . . . 4,000.00 * 4,000.00 *
John R. Oltman(12) . . . . . . . . . . . 4,000.00 * 4,000.00 *
All directors and executive officers as
a group (21 persons)(11). . . . . . . . 4,535,687.75 10.8 4,535,687.75 10.8
</TABLE>

_______________
* Less than one percent.
(1) Applicable percentage of ownership is based on 40,475,144 shares of Vanstar
Common Stock outstanding as of July 1, 1996, together with the applicable
options for such stockholder. Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities,
subject to community property laws, where applicable. Shares of Vanstar
Common Stock subject to options that are presently exercisable or
exercisable within 60 days are deemed to be beneficially owned by the
person holding such options for the purpose of computing the percentage
of ownership of such person but are not treated as outstanding for the
purpose of computing the percentage of any other person.

(2) The sole general partner of CapCo is Warburg, Pincus & Co., a New York
general partnership ("WP"). Lionel I. Pincus is the Managing Partner of WP
and may be deemed to control WP. E.M. Warburg Pincus & Co., Inc. ("EMWP"),
through a wholly-owned subsidiary, manages CapCo. WP owns all of the
outstanding stock of EMWP and, as the general partner of CapCo, has a 20%
interest in the profits of CapCo. EMWP owns 0.9% of the limited
partnership interests in CapCo. Number of shares includes 68,641 shares
that are subject to options granted to Jeffrey S. Rubin as described under
note (4) below.
(3) Includes 347,974 shares of Vanstar Common Stock reserved for issuance upon
the exercise of stock options granted under Vanstar's stock options plans
that are either presently exercisable or become exercisable within 60
days.
(4) Includes 100,000 shares of Vanstar Common Stock reserved for issuance upon
the exercise of stock options granted under Vanstar's stock option plans
that are either presently exercisable or become exercisable within 60 days,
39,259 shares subject to exercise within 60 days under a presently-
exercisable stock option issued by CapCo, exercisable at $4.51 per share
until 2005, 19,630 shares subject to exercise within 60 days under a
presently-exercisable stock option issued by CapCo, exercisable at $8.12
per share until 2005, 738 shares subject to exercise within 60 days under
a presently-exercisable stock option issued by CapCo, exercisable at $1.00
per share until 2000, and 9,014 shares subject to exercise within 60 days
under a presently-exercisable stock option issued by CapCo, exercisable at
$1.00 per share until 2005.

<PAGE>

(5) Includes 37,000 shares of Vanstar Common Stock reserved for issuance upon
exercise of stock options granted under Vanstar's stock option plans that
are either presently exercisable or become exercisable within 60 days.
Also includes 11,920 shares held of record by Mr. Manshouri's wife
(6) Includes 41,040 shares of Vanstar Common Stock reserved for issuance upon
exercise of stock options granted under Vanstar's stock option plans that
are either presently exercisable or become exercisable within 60 days and
options to purchase 14,900 shares of Common Stock at an exercise price of
$6.00 per share granted to such person that are presently exercisable. The
option to purchase 14,900 shares of common stock were granted under a
separate stock option plan.
(7) Includes 362,434 shares of Vanstar Common Stock reserved for issuance upon
the exercise of stock options granted under Vanstar's stock option plans
that are either presently exercisable or become exercisable within 60 days.
Includes 45,596 shares of Vanstar Common Stock owned by the Bard Family
Foundation, of which Mr. Bard is President, and as to which Mr. Bard
disclaims beneficial ownership.
(8) Pursuant to an arrangement between WP and Mr. Fillo, Mr. Fillo has an
indirect pecuniary interest in the capital stock of the Corporation owned
by CapCo. Mr. Fillo disclaims beneficial ownership of all such capital
stock within the meaning of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
(9) Mr. Gross, Mr. Janeway and Mr. Vogelstein, directors of Vanstar, are
Managing Directors of EMWP and general partners of WP. As such, Mr. Gross,
Mr. Janeway and Mr. Vogelstein may be deemed to have an indirect pecuniary
interest (within the meaning of Rule 16a-1 under the Exchange Act), in an
indeterminate portion of the shares beneficially owned by CapCo. All of
the shares indicated as owned by Mr. Gross, Mr. Janeway and Mr. Vogelstein
are owned beneficially by CapCo and are included because of the affiliation
of such persons with CapCo. Mr. Gross, Mr. Janeway and Mr. Vogelstein
disclaim beneficial ownership of these shares within the meaning of Rule
13d-3 under the Exchange Act.
(10) Includes 140,000 shares of Vanstar Common Stock reserved for issuance upon
exercise of stock options granted under Vanstar's stock option plans that
are either presently exercisable or become exercisable within 60 days.
(11) Includes 1,324,243 shares of Vanstar Common Stock reserved for issuance
upon exercise of stock options granted under Vanstar's stock option plans
that are either presently exercisable or become exercisable within 60 days
and 68,641 shares reserved for issuance upon the exercise of presently-
exercisable options and options exercisable within 60 days granted by CapCo
to Jeffrey S. Rubin and options to purchase 14,900 shares of Common Stock
granted to Richard Anderson under a separate stock option agreement with
the Company.
(12) Includes 4,000 shares of Common Stock reserved for issuance upon exercise
of stock options granted under the Company's stock option plans that are
either presently exercisable or become exercisable within 60 days.

63
<PAGE>

CERTAIN TRANSACTIONS

In March 1993, Vanstar sold and issued an aggregate of (i) 1,538,462 shares
of Vanstar Common Stock to WP CapCo, Inc., then a wholly-owned subsidiary of
Warburg, Pincus Capital Company, L.P., a principal stockholder of Vanstar
("CapCo"), (ii) warrants to purchase an aggregate of 3,846,155 shares of Vanstar
Common Stock to CapCo, (iii) 307,692 shares of Vanstar Common Stock and warrants
to purchase an aggregate of 769,230 shares of Vanstar Common Stock to William Y.
Tauscher, Chairman of the Board and Chief Executive Officer, and (iv) 769,230
shares of Vanstar Common Stock and warrants to purchase an aggregate of
1,923,075 shares of Vanstar Common Stock to Nynex Worldwide Services Group, Inc.
("Nynex Worldwide Services"). The foregoing shares were sold at $6.00 per share
and the foregoing warrants (the "1993 Warrants") were sold at a purchase price
of $0.20 per warrant share, with an exercise price of $11.00 per share and a
term of ten years. Mr. Tauscher paid for such shares and 1993 Warrants by
delivering to Vanstar a $1,999,690 principal amount promissory note (the
"Tauscher Note") and paid the balance in cash. The Tauscher Note was secured by
the shares and 1993 Warrants purchased. On March 17, 1994, Mr. Tauscher repaid
$1,000,000 of the aggregate principal amount of the Tauscher Note. In May 1994,
Vanstar repurchased from Mr. Tauscher an aggregate of 153,846 shares of Vanstar
Common Stock and 1993 Warrants to purchase an aggregate of 384,615 shares of
Vanstar Common Stock at a price of $6.00 per share and $0.20 per Warrant share
(or an aggregate purchase price of $999,690). Such purchase price was paid by
cancellation of $999,690 of the principal amount of the Tauscher Note.
Simultaneously, Vanstar forgave $86,074 of interest accrued on the Tauscher
Note.

Upon consummation of the IPO, all of the 1993 Warrants that were
outstanding and additional warrants (the "1990 Warrants") originally issued by
Vanstar with an exercise price of $8.32 per share and a term expiring in 2000
have been exchanged for shares of Vanstar Common Stock. The 1990 Warrants were
issued to CapCo to purchase an aggregate of 339,282.32 shares of Vanstar Common
Stock, to William Y. Tauscher to purchase an aggregate of 72,703.35 shares of
Vanstar Common Stock and to Richard H. Bard, a director of Vanstar, to purchase
an aggregate of 72,703.35 shares of Vanstar Common Stock. Effective upon
consummation of the IPO the 1993 Warrants were exchanged for 2,545,151 and
254,515 shares of Vanstar Common Stock, respectively, in respect of the 1993
Warrants held by CapCo and Mr. Tauscher and for 295,858 shares of Vanstar Common
Stock in respect of the 1993 Warrant held by Nynex Worldwide Services. The 1990
Warrants have been exchanged for an aggregate of 297,558 shares of Vanstar
Common Stock. In addition, warrants to purchase an aggregate 54,261 shares of
Vanstar Common Stock at an exercise price of $5.00 per share with a term
expiring in May 2000 held by CapCo were exchanged for an aggregate of 39,966
shares of Vanstar Common Stock in connection with the IPO.

In June 1993, Vanstar issued 577,083 shares of Vanstar Common Stock (at a
rate of $6.00 per share) to Nynex Worldwide Services in satisfaction of certain
accrued and unpaid dividends due June 1993 on the Senior Preferred Stock held by
Nynex Worldwide Services; and on October 1, 1994, Vanstar issued a $2,462,500.25
promissory note to Nynex Worldwide Services and paid Nynex Worldwide Services
$1,000,000, which note and cash payment were delivered in satisfaction of the
accrued and unpaid dividends due June 1, 1994 on the Senior Preferred Stock held
by Nynex Worldwide Services. Such note, which matured on June 1, 1995 and bore
interest at a rate of 9.75%, was cancelled in exchange for a cash payment of
$2,462,500.25 plus accrued and unpaid interest out of funds received in
connection with the IPO, and such shares of Senior Preferred Stock were
converted on a one-for-one basis into shares of Vanstar Common Stock that were
sold by Nynex Worldwide Services in the IPO (and accrued and unpaid dividends
thereon were forgiven). At an actual IPO price of $10.00 per share, Vanstar was
obligated to repay the full principal amount of such note. If such price had
been $12.00 or more per share, Vanstar would not have been obligated to repay
any of such principal amount, all of which would have been forgiven. The actual
amount of principal of such note that Vanstar would have been obligated to repay
if the IPO price had been between $10.00 and $12.00 per share would have been
the product of $2,462,500.25 (the full principal amount) multiplied by a
fraction (not to exceed one), the numerator of which would have been $12.00
minus the actual IPO price per share and the denominator of which would have
been two.

In October 1993, Vanstar made a $150,000 interest-free loan to Robert C.
Kuntzendorf, an executive officer, to finance the purchase of a home. Such loan
was repaid in full in June 1994.

<PAGE>

In July 1992, in connection with the purchase of a former Vanstar
franchisee, Vanstar received a three year non-recourse promissory note in the
principal amount of $333,333.00 from Ahmad Manshouri, an executive officer, and
his wife. Payment of such note was secured by the pledge of 27,778 shares of
Vanstar Common Stock held by Mr. and Mrs. Manshouri. In October 1995, Mr. and
Mrs. Manshouri transferred all of the pledged shares to Vanstar in lieu of
making payment on such note.

Vanstar has granted options to purchase Vanstar Common Stock to certain of
its executive officers and directors. See "- Management -- Executive
Compensation."

Vanstar believes that all of the transactions set forth above were made on
terms no less favorable to Vanstar than could have been obtained from
unaffiliated third parties. All future transactions, including loans, between
Vanstar and its officers, directors and principal stockholders and their
affiliates will be approved by a majority of the Board of Directors, including a
majority of the independent and disinterested outside directors of the Board of
Directors.

DESCRIPTION OF VANSTAR CAPITAL STOCK

The authorized capital stock of Vanstar consists of (i) 100,000,000 shares
of Vanstar Common Stock, par value $.001 per share, and (ii) 15,000,000 shares
of Preferred Stock, par value $.01 per share (the "Preferred Stock"), which are
subject to future issuance as determined by the Board of Directors of Vanstar.

COMMON STOCK

Holders of Vanstar Common Stock are entitled to one vote per share on all
matters on which the holders of Vanstar Common Stock are entitled to vote and do
not have any cumulative voting rights. Holders of Vanstar Common Stock are
entitled to receive such dividends as may from time to time be declared by the
Board of Directors of Vanstar out of funds legally available therefor. Holders
of Vanstar Common Stock have no preemptive, conversion, redemption or sinking
fund rights. In the event of a liquidation, dissolution or winding-up of
Vanstar, holders of Vanstar Common Stock are entitled to share ratably in the
assets of Vanstar, if any, remaining after the payment of all debts and
liabilities of Vanstar and the liquidation preference of any outstanding series
of preferred stock. The outstanding shares of Vanstar Common Stock are, and the
shares of Common Stock to be issued by Vanstar in connection with the Merger
will be, fully paid and nonassessable. The rights, preferences and privileges
of holders of Vanstar Common Stock are subject to any series of Preferred Stock
that Vanstar may issue in the future.

The transfer agent and registrar for the Vanstar Common Stock is Chemical
Mellon Shareholder Services, LLC.

PREFERRED STOCK

The Board of Directors is authorized to provide for the issuance of
Preferred Stock in one or more series and to fix the number of shares
constituting any such series, the voting powers, designations, preferences and
relative, participating, optional or other special rights and qualifications,
limitations or restrictions thereof, including the dividend rights, redemption
privileges, conversion rights and liquidation preferences of the shares
constituting any series, without any further vote or action by the stockholders
of Vanstar. The issuance of Preferred Stock by the Board of Directors could
adversely affect the rights of holders of Vanstar Common Stock. For example,
issuance of Preferred Stock could result in a series of securities outstanding
that would have preferences over the Vanstar Common Stock with respect to
dividends and in liquidation and that could (upon conversion or otherwise) enjoy
all of the rights appurtenant to Vanstar Common Stock.

The authority possessed by the Board of Directors to issue Preferred Stock
could potentially be used to discourage attempts by others to obtain control of
Vanstar through merger, tender offer, proxy, consent or otherwise by making such
attempts more difficult to achieve or more costly. The Board of Directors may
issue Preferred Stock without stockholder approval and with voting and
conversion rights that could adversely affect the voting

<PAGE>

power of holders of Vanstar Common Stock. There are no agreements or
understandings for the issuance of Preferred Stock, and the Board of
Directors has no present intention to issue Preferred Stock.

REGISTRATION RIGHTS

The beneficial owners of 19,014,399.96 shares of Vanstar Common Stock
(including 599,921 shares subject to exercise under presently-exercisable
options) have the right to request that Vanstar effect the registration of any
or all of such shares or to include any or all of such shares in any
registration statement to be filed by Vanstar relating to the registration of
Common Stock under the Securities Act (other than registration statements on
Form S-4 or Form S-8). Upon such request, Vanstar is required to file a
registration statement covering such shares or to include such shares in such
registration statement, as applicable, except that, in the case of a requested
registration, Vanstar is not obligated to file any registration statement
initiated pursuant to a request by any such holder within six months of a prior
request for registration by any such holder and Vanstar's obligation to effect
any such registration is subject to other limitations, including a minimum
aggregate offering price of the shares being registered.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW

Section 203 of the DGCL ("Section 203") prevents an "interested
stockholder" (defined in Section 203, generally, as a person owning 15% or more
of a corporation's outstanding voting stock) from engaging in a "business
combination" (as defined in Section 203) with a publicly-held Delaware
corporation for three years following the date such person became an interested
stockholder unless (i) before such person became an interested stockholder, the
board of directors of the corporation approved either the business combination
or the transaction in which the interested stockholder became an interested
stockholder; (ii) upon consummation of the transaction that resulted in the
interested stockholder's becoming an interested stockholder, the interested
stockholder owns at least 85% of the voting stock of the corporation outstanding
at the time the transaction commenced (excluding stock held by directors who are
also officers of the corporation and by employee stock plans that do not provide
employees with the right to determine confidentially whether shares held subject
to the plan will be tendered in a tender or exchange offer); or (iii) following
the transaction in which such person became an interested stockholder, the
business combination is approved by the board of directors of the corporation
and authorized at a meeting of stockholders by the affirmative vote of the
holders of two-thirds of the outstanding voting stock of the corporation not
owned by the interested stockholder.

DIRECTORS' LIABILITY

Vanstar's Certificate of Incorporation contains provisions that eliminate
the personal liability of its directors for monetary damages resulting from
breaches of their fiduciary duty other than liability for breaches of the duty
of loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, violations under Section 174 of the
DGCL or any transaction from which the director derived an improper personal
benefit. Vanstar's By-laws contain provisions requiring the indemnification of
Vanstar's directors and officers to the fullest extent permitted by Section 145
of the DGCL, including circumstances in which indemnification is otherwise
discretionary. Vanstar has entered into indemnification agreements with each of
its directors that provide for indemnification of such directors to the fullest
extent permitted by the DGCL. Vanstar believes that these provisions and
agreements are necessary to attract and retain qualified persons as directors
and officers.

INFORMATION CONCERNING MENTOR, CYBERNETICS AND THE PARTNERSHIP

BUSINESS

Mentor is the corporate general partner of the Partnership which holds, as
its only asset, the sole general partnership interest in the Partnership,
representing approximately 64.0448% of the partnership interests therein.
Cybernetics was organized in June 1996 to succeed to the limited partnership
interests of each of the limited partners

<PAGE>

of the Partnership. As a result, Cybernetics holds, as its only asset, the
sole limited partnership interest in the Partnership, representing
approximately 35.9552% of the partnership interests therein.

The Partnership was formed in 1984 to design, develop and implement
instructional programs to educate and familiarize individuals with computers and
computer software. The promoters of the Partnership believed there was a need
for training of managerial and professional personnel with respect to specific
applications using developed software. In addition, the promoters perceived a
need for technical and administrative training for information systems
professionals.

By 1991, the Partnership entered into a number of significant arrangements
with various national corporations and other large enterprises pursuant to which
the Partnership engaged in on-premises training at client facilities throughout
the nation. In the spring of 1991, Mentor became a franchisee of GTN pursuant
to the terms of the Franchise Agreement. GTN provided the Partnership with an
affiliation with other similar computer-training businesses around the U.S. As
part of this arrangement, the Partnership adopted the names "Productivity Point
International"-Registered Trademark- and "PPI."-Registered Trademark- The
Franchise Agreement was terminated by the Partnership effective June 14, 1996.
See "Background and Reasons for the Merger; Recommendations of the Boards of
Directors of Mentor and Cybernetics - Background of the Merger."

The interactive learning system developed by the Partnership utilizes
individual work stations, carefully programmed instructions and direct
instructor supervision to enhance opportunities for individual advancement. The
Partnership has historically focused its marketing efforts on three areas:
training for widely used "off the shelf" programs such as Lotus-Registered
Trademark-, Windows-Registered Trademark- and Word Perfect-Registered Trademark-
; specialized training for organizations; and technical training for information
systems professionals. In some instances, software manufacturers have
designated the Partnership as an approved training company for their particular
software products. Currently, the Partnership's individual student instruction
takes place at five locations throughout Ohio, including two leased facilities
in Columbus, two leased facilities in Cleveland, and one leased facility in
Akron.

DIVIDENDS ON AND MARKET PRICES OF MENTOR COMMON STOCK AND CYBERNETICS COMMON
STOCK

MENTOR

There is no established public trading market or market price for the
shares of Mentor Common Stock. As of the date of this Joint Proxy
Statement/Prospectus, there were 11 shareholders of Mentor. During 1995 and
1996, Mentor paid aggregate cash distributions to its shareholders of $73,860
and $105,377.

CYBERNETICS

There is no established public trading market or market price for the
shares of Cybernetics Common Stock. As of the date of this Joint Proxy
Statement/Prospectus, there were 40 shareholders of Cybernetics. As of the date
hereof, Cybernetics has never paid or declared any dividends on the shares of
Cybernetics Common Stock. However, the Partnership made cash distributions to
its partners from time to time in the past. In 1995 and 1996, the Partnership
made a cash distribution to its partners of approximately $26,600 and $38,800 in
the aggregate, $3.75 and $4.89 per unit of Partnership Interest, respectively,
and approximately $3.35 and $4.89 per share of Cybernetics Common Stock.

67
<PAGE>

SELECTED FINANCIAL INFORMATION

SIX
MONTHS ENDED YEARS ENDED DECEMBER 31,
JUNE 30, -----------------------------------------------------------
1996 1995 1994 1993 1992
----------- ----------- --------- ----------- -----------
(unaudited) (in thousands)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Revenue . . . . . . . . . . . . . . $ 3,076 $ 5,513 $ 4,539 $ 3,128 $ 2,461
Cost of revenue . . . . . . . . . . 1,527 3,019 2,399 1,658 2,097
Gross margin. . . . . . . . . . . . 1,549 2,494 2,140 1,470 364
Selling, general and
administrative expenses . . . . . 1,106 2,183 1,766 1,055 459
Operating income (loss) . . . . . . 443 311 374 415 (95)
Interest expense, net . . . . . . . 72 81 103 59 56
Income (loss) from
continuing operations . . . . . . 371 230 271 356 (151)
Nonrecurring expenses . . . . . . . (275) (58) - - -
Loss from discontinued
operations. . . . . . . . . . . . - - - (116) -
Net income (loss) . . . . . . . . . 96 172 271 240 (151)

DECEMBER 31,
JUNE 30, ------------------------------------------------------------
1996 1995 1994 1993 1992
----------- ----------- --------- ----------- -----------
(unaudited) (in thousands)
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA:

Working capital (deficit) . . . . . $ (532) $ (446) $ (288) $ (273) $ (432)
Total assets. . . . . . . . . . . . 2,749 1,959 1,484 1,097 624
Current portion of long-term debt . 757 696 395 160 206
Long-term debt less current
portion . . . . . . . . . . . . . 181 181 304 413 314
Total partners' equity. . . . . . . 221 191 90 (181) (358)

DISTRIBUTIONS TO PARTNERS:
To Mentor Technologies, Inc.,
per share . . . . . . . . . . . . 23.11 16.39 0 0 0
To limited partners of Mentor
Technologies, Ltd., per unit. . . 4.89 3.35 0 0 0

</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

OVERVIEW

The Partnership's clients are principally large businesses, government
offices, and professional organizations. The Partnership charges clients for
attending classes which are held in open-enrollment, private and client-site
venues. It also charges hourly fees for consulting, course development and
customization, and post-class support. In addition to regular fees for
individual or group classes, the Partnership also offers prepayment options for
clients on both individual and group bases. All prepayments are accounted for
as Deferred Revenues until the time that the individual or group uses the
services.

The Partnership's revenues and operations have grown every year it has been
in business. This growth is driven by the increasing importance of desktop and
networked computing to organizations of every kind, and by the Partnership's
strong and growing reputation as a quality service provider. In 1993, the
Partnership began offering technical training on Novell and Microsoft networks
and for the unique product, Lotus Notes. Technical training has subsequently
grown to 30% of total revenues.

<PAGE>

The Partnership operates two profit centers: Columbus and
Cleveland/Akron. In addition, its Corporate Services group regularly bills
clients for custom course development and consulting activities. From the
period May 1, 1992 -June 14, 1996, the Partnership operated as a franchisee
of Productivity Point International (PPI). As a PPI franchisee, the
Partnership paid royalties to PPI's parent, Global Training Network. It
received a variety of services from PPI, including low-cost courseware and
collateral marketing materials, training, and information. In addition, the
Partnership received revenues from national accounts it developed but which
were delivered in other PPI territories, and from national accounts developed
by other franchisees for delivery in the Partnership's territories.

RESULTS OF OPERATIONS

The following table sets forth percentages of total revenue represented by
certain statements of operations data:

FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Revenues:
Columbus . . . . . . . . . . . 50% 52% 43%
Cleveland. . . . . . . . . . . 46 45 52
Corporate. . . . . . . . . . . 4 3 5
---- ---- ----
Total revenues . . . . . . . 100 100 100
Expenses:
Training expense . . . . . . . 55 53 53
Marketing expense. . . . . . . 15 14 14
Administrative expense . . . . 25 25 20
---- ---- ----
Total expense. . . . . . . . 95 92 87
---- ---- ----
Income from operations . . . . . 5 8 13
Nonrecurring expenses. . . . . 1 - 3
Interest expense . . . . . . . 1 2 2
---- ---- ----
Net income . . . . . . . . . . . 3% 6% 8%
---- ---- ----
---- ---- ----

</TABLE>

YEAR ENDED DECEMBER 31, 1995 AS COMPARED TO THE YEAR ENDED DECEMBER 31, 1994 AND
THE YEAR ENDED DECEMBER 31, 1994 AS COMPARED TO THE YEAR ENDED DECEMBER 31, 1993

REVENUES. Revenues increased 21.5% to $5.51 million in 1995 from $4.54
million in 1994 and increased 45.1% in 1994 from $3.13 million in 1993. The
ratio of revenues between Cleveland, Columbus and Corporate remained relatively
constant in 1995 as compared to 1994 but shifted towards Columbus in 1994 as
compared to 1993. Revenues from technical training represented 25% of the total
revenues in 1995 up from 22% in 1994 and 16% in 1993. These substantial
increases in revenues were due to several factors, including the major industry
trend toward upgrading computer systems to run Windows and related software,
expansion into new and added classroom space, the addition of technical training
and increased sales and marketing activities. The relative slow down in revenue
growth is attributable to client delays in migrating to Windows 95 and new
hardware platforms. Revenue growth during the first half of 1996 has again
accelerated, due to strong technical training sales and a new spurt of platform
and software migrations within client organizations.

TRAINING EXPENSE. Training Expenses consist of professional fees, the
costs of training facilities, course materials and related travel and
professional development expenses. Training costs were consistent in 1993 and
1994, and increased to 55% in 1995 due to the additional facilities expenses
associated with expansion and growth.

MARKETING EXPENSE. Marketing Expenses consist of salaries and wages for
sales and marketing staff and all direct advertising and related expenses. The
Partnership experienced consistent costs during the three year period.
Management believes that these marketing expenses were a major contributor to
continuing growth.

<PAGE>

ADMINISTRATIVE EXPENSE. Administrative Expenses consist of salaries and
wages for corporate services staff as well as expenses common to both profit
center operations. The company increased accounting personnel during 1994 and
Administrative expense increased 5%, to 25%.

NONRECURRING EXPENSE. Nonrecurring expenses consisted of $58,000 in legal
and investment banking expenses in 1995 related to the Partnership's separation
from PPI and negotiations with potential strategic partners, and $116,000 for
write-offs of assets in 1993 related to a discontinued product line.

INCOME TAXES. The Partnership has operated as a partnership since November
1984, including the three year period noted above. During this time, the
Company paid no direct income taxes but rather distributed cash to its partners
sufficient to cover their individual taxes related to the Company's profits. No
distributions were released prior to 1995. Distributions of approximately
$74,000 and $105,000 were made in 1995 and 1996, respectively.

QUARTERLY RESULTS OF OPERATIONS

The following table presents certain unaudited quarterly financial
information for the quarters ended March 31, 1996 and June 30, 1996. In the
opinion of the Partnership's management, this information has been prepared on
the same basis as the audited financial statements appearing elsewhere.

QUARTER ENDED MARCH 31, 1996 QUARTER ENDED JUNE 30, 1996
-------------------------------- ------------------------------
% OF TOTAL % OF TOTAL
$ IN THOUSANDS REVENUES $ IN THOUSANDS REVENUES
--------------- ---------- --------------- -----------
<S> <C> <C> <C> <C>
Revenues:
Columbus . . . . . . . . . $ 690 48% $ 681 41%
Cleveland. . . . . . . . . 704 49 965 59
Corporate. . . . . . . . . 33 3 3 -
---------- -------- ---------- -------
Total revenues . . . . . 1,427 100 1,649 100
Expenses:
Training expense . . . . . 719 50 808 49
Marketing expense. . . . . 235 16 242 15
Administrative expense . . 309 22 320 19
---------- -------- ---------- -------
Total expense. . . . . . 1,263 89 1,370 83
---------- -------- ---------- -------
Income from operations . . . 164 11 279 17
Nonrecurring expenses. . . 275 19 - -
Interest expense . . . . . 36 3 36 2
---------- -------- ---------- -------
Net income (loss). . . . . . $ (147) (10%) $ 243 15%
---------- -------- ---------- -------
---------- -------- ---------- -------

</TABLE>

Activity for these two quarters shows two changes from previous periods.
First, the Cleveland School operation has brought in a greater percentage of
revenue than it had in the past, due in large part to the national training
contract with Ernst & Young. Management expects Cleveland performance to
continue to run ahead of Columbus performance for the balance of the year.
Second, the $275,000 nonrecurring expense in the first quarter of 1996 reflects
the costs of terminating the Partnership's franchise agreement with Global
Training Network (PPI), plus related legal and transitional costs. The
franchise agreement was terminated on June 14, 1996. Management believes that
it will make up the fees paid to terminate the agreement through the cessation
of royalties paid to Global Training Network sometime within the next three
quarters of operation.

LIQUIDITY AND CAPITAL RESOURCES

The Partnership has funded its operations primarily through cash flows
generated from operations, the sale of equity and debt securities, capital lease
and bank financing. The Company's operating activities provided cash of
$204,229 in 1994 and $388,826 in 1995.

<PAGE>

The Partnership repaid or converted $135,000 in subordinated, convertible
debt in 1994 and 1995. The Partnership also paid $256,000 in 1994 and $319,000
in 1995 of debt from a combination of notes payable and capital lease
obligations.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

MENTOR

The following table sets forth as of June 3, 1996 certain information
regarding the outstanding shares of Mentor Common Stock beneficially owned by
each person who is known by Mentor to own beneficially or exercise voting or
dispositive control over more than 5% of the Mentor Common Stock, by certain of
the executive officers and by all directors and officers as a group. Unless
otherwise indicated below, to the knowledge of Mentor, all persons listed below
have sole voting and investment power with respect to their shares of Mentor
Common Stock except to the extent that authority is shared by spouses under
applicable law.

NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK
- ------------------------------------------ ------------------ -------------
<S> <C> <C>
Joseph H. Oshins . . . . . . . . . . . . . 915 25.5%
Linda Oshins . . . . . . . . . . . . . . . 915 25.5%
Norman L. Traeger . . . . . . . . . . . . 1,120 31.2%
All directors and executive officers as
a group (above 3 persons) . . . . . . . 2,950 82.3%

</TABLE>

CYBERNETICS

The following table sets forth as of June 14, 1996 certain information
regarding the outstanding shares of Cybernetics Common Stock beneficially owned
by each person who is known by Cybernetics to own beneficially or exercise
voting or dispositive control over more than 5% of the Cybernetics Common Stock,
by certain of the executive officers and by all directors and officers as a
group. Unless otherwise indicated below, to the knowledge of Cybernetics, all
persons listed below have sole voting and investment power with respect to their
shares of Cybernetics Common Stock except to the extent that authority is shared
by spouses under applicable law.

NUMBER OF SHARES PERCENT OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED COMMON STOCK
- ------------------------------------------ ------------------ -------------
<S> <C> <C>
Richard H. Keates, M.D. . . . . . . . . . 658 8.3%
George W. McCloy . . . . . . . . . . . . . 450 5.7%
Schottenstein Ventures . . . . . . . . . . 500 6.3%
Norman L. Traeger. . . . . . . . . . . . . 1,127 14.2%
Leslie Wexner . . . . . . . . . . . . . . 950 12.0%
All directors and executive officers as
a group (3 persons) . . . . . . . . . . 1,127 14.2%

</TABLE>

COMPARISON OF RIGHTS OF HOLDERS OF SHARES OF
VANSTAR COMMON STOCK WITH RIGHTS OF HOLDERS OF EACH OF
MENTOR COMMON STOCK AND CYBERNETICS COMMON STOCK

The rights of the shareholders of both Mentor and Cybernetics are governed
by the OGCL. Upon consummation of the Merger, the former shareholders of both
Mentor and Cybernetics (other than Mentor or Cybernetics shareholders who
receive cash in lieu offractional shares of Vanstar and Mentor or Cybernetics
shareholders who perfect their dissenters' rights) will become minority
shareholders ("Minority Holders") of Vanstar, a Delaware corporation. As
stockholders of Vanstar, such Minority Holders' rights will differ in certain
respects (in some cases materially) from those presently held since the rights
of Vanstar stockholders will be established by the DGCL Certificate of
Incorporation (the "Vanstar Certificate") and Vanstar's Bylaws (the "Vanstar
Bylaws").

<PAGE>

Certain differences and similarities between the rights of Shareholders of
Mentor and Cybernetics and those of stockholders of Vanstar are set forth below.
This summary is not intended to be relied upon as an exhaustive list of
differences or a detailed description and analysis of the provisions discussed
and is qualified in its entirety by the DGCL, the Vanstar Certificate, the
Vanstar Bylaws, the OGCL and the Articles of Incorporation and Code of
Regulations of each of Mentor and Cybernetics.

GENERALLY

The Vanstar Certificate authorizes an aggregate of 115,000,000 shares of
capital stock, consisting of 100,000,000 shares of Vanstar Common Stock and
15,000,000 shares of Vanstar Preferred Stock.

The Articles of Incorporation of Mentor, as amended (the "Mentor
Articles"), authorize an aggregate of 5,000 shares of Mentor Common Stock.

The Articles of Incorporation of Cybernetics (the "Cybernetics Articles")
authorize 8,000 shares of Cybernetics Common Stock.

BUSINESS COMBINATIONS

Generally, under the DGCL, the approval by the affirmative vote of the
holders of a majority of the outstanding stock of a corporation entitled to vote
on the matter is required for a merger or consolidation or sale, lease or
exchange, of all or substantially all the corporation's assets to be
consummated.

Subject to the provisions discussed in "State Takeover Statutes" below,
under the OGCL, approval by the affirmative vote of the holders of two-thirds of
the outstanding stock of a corporation entitled to vote on the matter is
required for a merger or consolidation or sale, lease or exchange, of all or
substantially all the corporation's assets to be consummated, or if the Articles
of Incorporation of a corporation so provide or permit, by the affirmative vote
of a greater or lesser proportion, but not less than a majority, of such voting
power, and by such affirmative vote of the holders of shares of any particular
class as is required by the Articles of Incorporation of that corporation.
Where, as here, the proposed merger or consolidation is into a foreign
corporation, the OGCL provides that the agreement shall be approved or otherwise
authorized by or on behalf of the foreign constituent corporation in accordance
with the laws of the state under which it exists, in this case, Delaware.

DISSENTERS' RIGHTS

Under the DGCL, stockholders generally have the right to demand and receive
payment of the fair value of their stock in the event of a merger or
consolidation; provided, however, that no dissenters or appraisal rights are
available for the shares of any class or series of stock which, at the record
date for the meeting held to approve such transaction, were either (i) held of
record by more than 2,000 stockholders or (ii) listed on a national securities
exchange or, only under the DGCL, designated as a national market system
security on an inter-dealer quotation system by the NASD. Even if the shares of
any class or series of stock meet the requirements of clause (i) or (ii) above,
appraisal rights are available for such class or series if the holders thereof
receive in the merger or consolidation anything except: (a) shares of stock of
the corporation surviving or resulting from such merger or consolidation; (b)
shares of stock of any other corporation which at the effective date of the
merger or consolidation will be either listed on a national securities exchange
or held of record by more than 2,000 stockholders or, only under the DGCL,
designated as a national market system security on an inter-dealer quotation
system by the NASD; (c) cash in lieu of fractional shares of the corporations
described in clause (a) or (b) of this sentence; or (d) any combination of
shares of stock and cash in lieu of fractional shares described in the foregoing
clauses (a), (b) and (c). The stockholders of Vanstar will not receive
dissenters or appraisal rights in connection with the Merger.

Under the OGCL, shareholders generally have the right to demand and receive
payment of the fair cash value of their stock in the event of a merger or
consolidation or a sale, lease or exchange of all or substantially all of the
assets of the corporation. The OGCL imposes significant duties on shareholders
who wish to avail themselves of the right to demand and receive payment of the
fair cash value of their stock, and further provides that the right

<PAGE>

and obligation of a dissenting shareholder to receive such fair cash value
and to sell such shares as to which the shareholder seeks relief, and the
right and obligation of the corporation to purchase such shares and pay fair
cash value of such shares terminates if (i) the dissenting shareholder has
not strictly complied with the provisions of the OGCL, unless the corporation
by its directors waives such failure; (ii) the corporation abandons the
action involved or is finally enjoined or prevented from carrying out, or the
shareholders rescind their adoption, of the action involved; (iii) the
dissenting shareholder withdraws his demand, with the consent of the
corporation by its directors; or (iv) the corporation and the dissenting
shareholder have not come to an agreement as to the fair cash value per
share, and neither the shareholder nor the corporation filed or joined in a
complaint under the provisions of the OGCL within the period provided. The
shareholders of both Mentor and Cybernetics will have the right, upon
compliance with applicable provisions of the OGCL, to receive dissenters or
appraisal rights in connection with the Merger. See "Proposal I: The Merger
- - Dissenters' Rights."

STATE TAKEOVER STATUTES

BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

Section 203 of the DGCL generally prohibits any business combination
(defined to include a variety of transactions, including (i) mergers and
consolidations; (ii) sales or dispositions of assets having an aggregate market
value equal to 10% or more of the aggregate market value of the corporation
determined on a consolidated basis; (iii) issuances of stock (except for certain
pro rata and other issuances); and (iv) disproportionate benefits from the
corporation (including loans and guarantees)) between a Delaware corporation and
any interested stockholder (defined generally as any person who, directly or
indirectly, beneficially owns 15% or more of the outstanding voting stock of the
corporation) for a period of three years after the date on which the interested
stockholder became an interested stockholder. These restrictions do not apply,
however, (a) if, prior to such date, the board of directors of the corporation
approved either the business combination or the transaction which resulted in
such stockholder becoming an interested stockholder; (b) if, upon consummation
of the transaction resulting in such stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of the voting stock
of the corporation at the time the transaction was commenced (excluding, for the
purposes of determining the number of shares outstanding, shares owned by
persons who are directors and also officers and by certain employee plans of the
corporation); (c) if, on or subsequent to such date, the business combination is
approved by the board of directors and the holders of at least two-thirds (2/3)
of the shares not involved in the transaction; or (d) under certain other
circumstances.

In addition, a Delaware corporation may adopt an amendment to its
Certificate of Incorporation or Bylaws expressly electing not to be governed by
Section 203 of the DGCL if, in addition to any other vote required by law, such
amendment is approved by the affirmative vote of a majority of the shares
entitled to vote. Such amendment will not, however, be effective until 12
months after such stockholder vote and will not apply to any business
combination with an interested stockholder who was such on or prior to the
effective date of such amendment.

Vanstar has not adopted an amendment to either the Vanstar Certificate or
the Vanstar Bylaws electing not to be governed by Section 203 of the DGCL.

Chapter 1704 of the OGCL generally prohibits any merger, consolidation,
combination, or majority share acquisition (a "Chapter 1704 transaction")
between an "issuing public corporation" (defined in the OGCL to be a domestic
corporation with fifty or more shareholders whose principal place of business or
executive offices or at least a substantial portion of whose assets are located
in Ohio) or a subsidiary of an issuing public corporation and any interested
shareholder (defined generally as a person who, directly or indirectly,
beneficially owns 10% or more of the outstanding voting stock of the
corporation) for a period of three years after the date on which the interested
shareholder became an interested shareholder. These restrictions do not apply,
however, if (i) prior to such date, the board of directors of the corporation
approved the Chapter 1704 transaction or the purchase of shares by the
interested shareholder; or (ii) the issuing public corporation did not have a
class of voting shares registered or traded on a national securities exchange or
was not registered under section 12(g) of or required to file periodic reports
pursuant to section 15(d) of the Exchange Act; or (iii) under certain other
circumstances that would make the provisions of Chapter 1704 inapplicable,
provided, however, that the Chapter 1704 transaction shall also comply

<PAGE>

with provisions of the OGCL relating to such transaction. Neither Mentor nor
Cybernetics has at any time during the period of its existence had fifty or
more shareholders, nor has Mentor or Cybernetics at any time during the
period of its existence ever had a class of voting shares registered or
traded on a national securities exchange, or been registered under section
12(g) of the Exchange Act, or been required to file periodic reports pursuant
to section 15(d) of the Exchange Act.

Neither Mentor nor Cybernetics have adopted an amendment to their
respective Articles of Incorporation electing not to be governed by Chapter 1704
of the OGCL.

OHIO CONTROL SHARE ACQUISITION STATUTE

Under the OGCL, the acquisition by any person (as used in this section, an
"acquiring person") of shares of voting stock of either Mentor or Cybernetics
giving the acquiring person direct or indirect voting power of either Mentor or
Cybernetics, respectively, within any of the following ranges would constitute a
"control share acquisition": (a) one-fifth or more but less than one-third of
such voting power, (b) one-third or more but less than a majority of such voting
power, or (c) a majority or more of such voting power. An acquiring person may
make a controls hare acquisition only if: (1) such person has submitted an
'acquiring person statement" to Mentor or Cybernetics, respectively, (2) the
shareholders of Mentor or Cybernetics, respectively, who hold shares entitling
them to vote in the election of directors authorize such acquisition at a
special meeting held for that purpose at which a quorum is present by an
affirmative vote of a majority of the voting power of Mentor or Cybernetics,
respectively, in the election of directors represented at such meeting in person
or by proxy, and of a majority of the portion of such voting power excluding the
voting power of "interested shares" (as hereinafter defined); and 93) such
acquisition is consummated, in accordance with the terms so authorized, no later
than 360 days following shareholder authorization of the control share
acquisition. A quorum is deemed to be present at such special meeting if at
least a majority of the voting power of the subject corporation in the election
of directors, and a majority of the portion of such voting power excluding the
voting power of interested shares, are represented at such meeting in person or
by proxy. "Interested shares" means the shares of Mentor or Cybernetics in
respect of which any of the following persons may exercise or direct the
exercise of the voting power of Mentor or Cybernetics, respectively, int he
election of directors: (a) the acquiring person; (b) any officer of Mentor or
Cybernetics, respectively elected or appointed by the directors of Mentor or
Cybernetics, respectively; or (c) any employee of Mentor or Cybernetics who is
also a director of Mentor or Cybernetics, respectively. "Interested shares"
also means any shares of Mentor or Cybernetics acquired, directly or indirectly,
by any person from the holder or holders thereof for a valuable consideration
during the period beginning with the date of the first public disclosure of a
proposed control share acquisition of Mentor or Cybernetics, respectively, or
any proposed merger, consolidation, or other transaction that would result in a
change in control of Mentor or Cybernetics, respectively, or all or
substantially all of its assets and ending on the date of any special meeting of
Mentor's or Cybernetics', respectively, shareholders held thereafter for the
purpose of voting on a control share acquisition proposed by any acquiring
person if either of the following applies: (a) the aggregate consideration paid
or given by the person who acquired the shares, and any other persons acting in
concert with him, for all such shares exceeds two hundred fifty thousand
dollars; or (b) the number of shares acquired by the person who acquired the
shares, and any other persons acting in concert with him, exceeds one-half of
one percent of the outstanding shares of Mentor or Cybernetics, respectively,
entitled to vote in the election of directors. Neither Mentor nor Cybernetics
has taken any corporate action to opt-out of the Ohio control share acquisition
law.

OHIO CONTROL BID STATUTE

The OGCL also requires that any offeror making a "control bid" for any
securities of a "subject company" pursuant to a tender offer must file
information specified in the Ohio Securities Act with the Ohio Division of
Securities when the bid commences. The Ohio Division of Securities must then
decide whether it will suspend the bid under the statute within three calendar
days. If it does so, it must initiate hearings on the suspension within 10
calendar days of the suspension date, and make a determination of whether to
maintain the suspension, within 16 calendar days of the suspension date. For
this purpose, a "control bid" is the purchase of or an offer to purchase any
equity security of a subject company from a resident of Ohio that would, in
general, result in the offeror acquiring 10% or more of the outstanding shares
of such company. A "subject company" includes any company

<PAGE>

with both (a) its principal place of business or principal executive office
in Ohio or assets located in Ohio with a fair market value of at least
$1,000,000 and (b) more than 10% of its record or beneficial equity security
holders in Ohio, more than 10% of its equity securities owned of record or
beneficially by Ohio residents, or more than 1,000 of its record or
beneficial equity security holders in Ohio.

To avoid continued suspension of its bid in Ohio, an offeror must comply
with three requirements: (a) the information required by the statute must be
provided to the Ohio Division of Securities, (b) all material information
regarding the control bid must be provided to the offerees, and (c) there may be
no material violation of any provision of the Ohio Securities Act.

AMENDMENTS TO CERTIFICATE OF INCORPORATION

Under the DGCL, unless otherwise provided in the Certificate of
Incorporation, a proposed amendment to the Certificate of Incorporation requires
the affirmative vote of a majority of all shares outstanding and entitled to be
cast on the matter. If any such amendment would adversely affect the rights of
any holders of shares of a class or series of stock, the vote of the holders of
a majority of all outstanding shares of the class or series, voting as a class,
is also necessary to authorize such amendment. The Vanstar Certificate does not
provide additional requirements regarding amendments to its Certificate of
Incorporation.

Under the OGCL, a proposed amendment to the Articles of Incorporation
requires the affirmative vote of the holders of two-thirds of the outstanding
stock of a corporation entitled to vote on the matter, or if the Articles of
Incorporation provide or permit, by the affirmative vote of a greater or lesser
proportion, but not less than a majority, of such voting power, and by such
affirmative vote of the holders of shares of any particular class as is required
by the Articles of Incorporation. The Mentor Articles contain a provision that
any action requiring the affirmative vote of 2/3 or some other specified
proportion of the voting power of the corporation or any class or classes of
shares thereof may be taken by the affirmative vote of a majority of the voting
power of the corporation or such class or classes of shares. The Cybernetics
Articles contain a provision that any action requiring the affirmative vote of
2/3 or some other proportion of the voting power of the corporation or any class
or classes of shares thereof may be taken by the affirmative vote of a majority
of the voting power of the corporation or such class or classes of shares.

AMENDMENTS TO BYLAWS/CODE OF REGULATIONS

Under the DGCL, the power to adopt, alter, amend and repeal the Bylaws is
vested exclusively in the stockholders, except to the extent that the
Certificate of Incorporation vests such power in the board of directors. The
Vanstar Certificate vests in its Board of Directors the power to adopt, alter,
amend, or repeal Bylaws.

Under the OGCL, the power to adopt, alter, amend and appeal the Code of
Regulations is vested exclusively in the shareholders and requires the
affirmative vote of a majority of all shares outstanding and entitled to vote on
the matter, or may be adopted without a meeting by the written consent of the
holders of two-thirds of all shares outstanding and entitled to vote on such
matter. The Cybernetics Articles contain no restriction on the ability of the
Cybernetics shareholders to amend the Code of Regulations of Cybernetics.
However, the Cybernetics Regulations provide that any action which may be
authorized or taken at a meeting of the Shareholders (which includes an
amendment to the Code of Regulations) may be taken without a meeting with the
affirmative vote or approval of all of the Shareholders who would be entitled to
notice of a meeting.

PREEMPTIVE RIGHTS

Under the DGCL, a stockholder does not possess preemptive rights unless
such rights are specifically granted in the Certificate of Incorporation. The
Vanstar Certificate does not provide for preemptive rights.

Under the OGCL, a shareholder, unless otherwise provided in the Articles of
Incorporation, does possess preemptive rights, except that a shareholder shall
not have preemptive rights if the shares offered or sold are: (i) treasury
shares; (ii) issued as a share dividend or distribution; (iii) issued or agreed
to be issued for considerations

<PAGE>

other than money; (iv) issued or agreed to be issued upon exercise of options
granted and authorized in accordance with the OGCL; (v) issued or agreed to
be issued upon conversion of convertible shares authorized in the Articles of
Incorporation, or upon exercise of conversion rights conferred and authorized
in accordance with Section 1701.22 of the OGCL; (vi) offered to shareholders
in satisfaction of their preemptive rights and not purchased by such
shareholders, and thereupon issued or agreed to be issued for a consideration
not less than that at which the shares were so offered to such shareholders,
less reasonable expenses, unless by the affirmative vote or written order of
the holders of two-thirds of the shares otherwise entitled to such preemptive
rights, the preemptive rights are restored as to any of such shares not
therefore issued or agreed to be issued; (vii) released from preemptive
rights by the affirmative vote or written consent of the holders of
two-thirds of the shares entitled to such preemptive rights; or (viii) under
certain other circumstances. Mentor has not adopted provisions in its
Articles of Incorporation restricting or eliminating preemptive rights.
Cybernetics Articles have eliminated preemptive rights for shareholders of
Cybernetics.

DIVIDEND SOURCES

Under the DGCL, a board of directors may authorize a corporation to make
distributions to its stockholders, subject to any restrictions in its
Certificate of Incorporation, either (i) out of surplus or (ii) if there is no
surplus, out of net profits for the fiscal year in which the dividend is
declared and/or the preceding fiscal year. Under the DGCL, no distribution out
of net profits is permitted, however, if the corporation's capital is less than
the amount of capital represented by the issued and outstanding stock of all
classes having a preference upon the distribution of assets, until such
deficiency has been repaired. The Vanstar Certificate does not provide
additional requirements regarding the distribution of dividends.

Under the OGCL, a board of directors may authorize a corporation to make
distributions to its shareholders in the form of cash, property or shares of the
corporation, provided, however, no dividend or distribution shall be paid (i) to
the holders of shares of any class in violation of the rights of the holders of
shares of any other class, or when the corporation is insolvent or there is
reasonable grounds to believe that by such payment the corporation would be
rendered insolvent or (ii) on shares of any one class in shares of another class
if any of the authorized shares of such latter class are already outstanding,
unless either the Articles of Incorporation so provide or such payment is
authorized by the affirmative vote of the holders of at least two-thirds of the
shares of the class in which payment is to be made. The OGCL also allows
dividends to be paid out of surplus (however created), but the corporation must
notify its shareholders if a dividend is paid out of capital surplus. If
dividends are paid contrary to law or the corporation's articles, the directors
can be held jointly and severally liable for the distributions. Neither the
Mentor Articles nor the Cybernetics Articles provide additional requirements
regarding the distribution of dividends.

DURATION OF PROXIES

Generally, under the DGCL, no proxy is valid for more than three years
after its date unless otherwise provided in the proxy. The Vanstar Bylaws do
not alter the effective period of a proxy.

Under the OGCL, no proxy is valid for more than eleven months, unless a
longer period is expressly provided in the proxy, and proxies are irrevocable
only if coupled with an interest.

STOCKHOLDER ACTION WITHOUT A MEETING

Under the DGCL, action requiring the vote of stockholders may be taken
without a meeting, without prior notice and without a vote, by the written
consent of stockholders having not less than the minimum number of votes that
would be necessary to take such action at a meeting at which all shares entitled
to vote thereon were present and acted. The Vanstar Bylaws do not provide
additional requirements regarding stockholder action by written consent.

Under the OGCL, unless otherwise provided in the Articles of Incorporation
or the Regulations, action requiring the vote of shareholders may be authorized
or taken without a meeting with the affirmative vote or

<PAGE>

approval of, and in a writing or writings signed by, all of the shareholders
who would be entitled to notice of a meeting of the shareholders held for
such purpose, which writing or writings must be filed with, or entered upon,
the records of the corporation. Neither the Mentor Articles nor the Mentor
Regulations, nor the Cybernetics Articles nor the Cybernetics Regulations
contain any provision restricting the right of shareholders to take actions
without a meeting.

SPECIAL STOCKHOLDER MEETINGS

The DGCL provides that a special meeting of stockholders may be called by
the board of directors or by such person or persons as may be authorized by the
Certificate of Incorporation or by the Bylaws. The Vanstar Bylaws permit the
Board of Directors, the Chairman of the Board, the President or the record
holders of at least a majority of the issued and outstanding shares of Vanstar
Common Stock to call a special meeting of the stockholders for any purpose or
purposes.

Under the OGCL, special meetings of the shareholders may be called by any
of the following: (i) the chairman of the board, the president, or, in the case
of the president's absence, death or disability, the vice-president authorized
to exercise the authority of the president; (ii) by directors, by action at a
meeting, or a majority of the directors acting without a meeting; (iii) persons
who hold 25% of all shares outstanding and entitled to vote at such meeting,
unless the Articles of Incorporation or the Regulations specify for such purpose
a smaller or larger proportion but not in excess of 50%; or (iv) such other
officers or persons as the Articles of Incorporation or the Regulations
authorize to call such meetings. Mentor's Code of Regulations provides that
special meetings may be called by the Secretary pursuant to a resolution of the
Board of Directors or upon the written request of two directors, or by
shareholders representing 25% of the shares issued and entitled to vote.
Cybernetics Code of Regulations provides that special meetings may be called by
the Chairman of the Board, the President, or in the case of the President's
absence, death or disability, the Vice President authorized to exercise the
authority of the President, or the Secretary, or by the directors by action at a
meeting, or a majority of the directors acting without a meeting, or by
shareholders representing 50% of the shares issued and entitled to vote.

CUMULATIVE VOTING

The DGCL permits cumulative voting for the election of directors if
provided for in a corporation's Certificate of Incorporation. The Vanstar
Certificate does not provide for cumulative voting for the election of
directors.

Unless eliminated by a provision in the Articles of Incorporation, the OGCL
requires cumulative voting for the election of directors if notice in writing is
given by any shareholder to the president, a vice president or the secretary of
a corporation, not less than 48 hours before the time fixed for holding a
meeting of the shareholders for the purpose of electing directors if notice of
the meeting has been given to the shareholders at least ten days before such
meeting, or if the ten days notice has not been given, not less than 24 hours
before such meeting time, that the shareholder desires that the voting at such
election shall be cumulative and a corresponding announcement is made at the
beginning of the meeting. Neither the Mentor Articles nor the Cybernetics
Articles restrict the exercise of cumulative voting.

NUMBER AND ELECTION OF DIRECTORS

The DGCL permits the Certificate of Incorporation or the Bylaws of a
corporation to contain provisions governing the number and terms of directors.
However, if the Certificate of Incorporation contains provisions fixing the
number of directors, such number may not be changed without amending the
Certificate of Incorporation. The Vanstar Certificate does not fix the number
of directors.

The DGCL permits the Certificate of Incorporation of a corporation, the
initial Bylaws or a Bylaw adopted by the stockholders to provide that directors
be divided into one, two or three classes. The term of office of one class of
directors shall expire each year with the terms of office of no two classes
expiring the same year. Vanstar has not established a classified board of
directors.

<PAGE>

The OGCL permits the Articles of Incorporation or the Code of Regulations
of a corporation to contain provisions governing the number and the terms of
directors, provided, that the number of directors shall not be less than three
or, if not so fixed shall be three, provided, further, that where all shares of
the corporation are owned of record by one or two shareholders, the number of
directors may be less than three but not less than the number of shareholders.
Unless the Articles of Incorporation or the Regulations fix the number of
directors or provide the manner in which such number may be fixed or changed by
the shareholders, the number may be fixed or changed at a meeting of the
shareholders called for the purpose of electing directors at which a quorum is
present, by the affirmative vote of the holders of a majority of the shares
which are represented at the meeting and entitled to vote on the proposal,
provided, that the Articles of Incorporation or Regulations may authorize the
directors to change the number of directors, may specify the manner in which the
directors are to change the number of directors and limitations upon the
directors' use of this authority and may authorize the directors who are in
office to fill any director's office that is created by an increase in the
number of directors. Mentor's Code of Regulations provides that the number of
directors shall be determined pursuant to law or resolution of the shareholders,
and the shareholders have fixed the number of directors at three. Mentor's Code
of Regulations further contains provisions allocating the right to select
certain directors to Joseph H. Oshins and to Norman L. Traeger until the
earliest to occur of three dates, one of which is April 30, 1991. Cybernetics
Code of Regulations provides that the number of directors may be determined by
(a) the shareholders, at a meeting called for the purpose of electing directors,
or (b) by the directors, except that the directors may not reduce the number so
as to abolish the office of a director during his term. If the number is not so
fixed, there shall be three directors.

The OGCL permits the Articles of Incorporation or the Regulations to
provide for the classification of directors into either two or three classes
consisting of not less than three directors each, provided that where all shares
of the corporation entitled to elect a class of directors are owned of record by
one or two shareholders, the numbers of directors of each class may be less than
three but not less than the number of shareholders entitled to elect directors
of such class. Unless the Articles of Incorporation or the Regulations provide
for a different term (which may not exceed three years from the date of his
election or until his successor is elected), each director shall hold office
until the next annual meeting of the shareholders and until his successor is
elected, or until his earlier resignation, removal from office or death.
Neither Mentor nor Cybernetics has established a classified board of directors.

REMOVAL OF DIRECTORS

The DGCL provides that a director or directors may be removed with or
without cause by the holders of a majority of the shares then entitled to vote
at an election of directors, except that (i) members of a classified board may
be removed only for cause, unless the Certificate of Incorporation provides
otherwise and (ii) in the case of a corporation having cumulative voting, if
less than the entire board is to be removed, no director may be removed without
cause if the votes cast against such director's removal would be sufficient to
elect such director if then cumulatively voted at an election of the entire
board of directors or of the class of directors of which such director is a
part. The Vanstar Certificate and the Vanstar Bylaws provide that any director
or the entire Board may be removed, with or without cause, at any time by vote
of the holders of a majority of the shares entitled to vote or by written
consent of the stockholders.

The OGCL provides, if the shareholders have the right to vote cumulatively
in the election of directors, then, unless otherwise expressly provided for in
the Articles of Incorporation or the Regulations, all the directors of a
particular class or any individual director may be removed from office, with or
without cause, by the vote of the holders of the majority of the outstanding
stock entitled to elect directors, in place of the directors to be removed
except that, unless all the directors, or all the directors of a particular
class, are removed, no individual director shall be removed if the votes cast
against such director's removal would be sufficient to elect such director if
then cumulatively voted at an election of the entire board of directors, or all
the directors of a particular class, as the case may be. If the shareholders do
not have the right to vote cumulatively as a result of an amendment to the
Articles of Incorporation, then, unless otherwise expressly provided for in the
Articles of Incorporation or Regulations, all the directors, all the directors
of a particular class or any individual director may be removed from office,
with or without cause, by the vote of the holders of a majority of the
outstanding stock entitling them to elect

<PAGE>

directors. Neither Mentor's Articles nor its Code of Regulations contains
any provision relating to the removal of directors. Cybernetics' Code of
Regulations provides that all directors or any individual director may be
removed from office with or without cause by the vote of the holders of 3/4
of the voting power entitling them to elect directors in place of those
removed, except that no individual director may be removed if a sufficient
number of votes is cast against his removal which, if cumulatively voted at
an election of all directors, would be sufficient to elect at least one
director.

VACANCIES

Under the DGCL, unless otherwise provided in the Certificate of
Incorporation or the Bylaws, vacancies on the board of directors and newly
created directorships resulting from an increase in the authorized number of
directors may be filled by a majority of the directors then in office, although
less than a quorum, or by the sole remaining director, provided that, in the
case of a classified board, such vacancies and newly created directorships may
be filled by a majority of the directors elected by such class, or by the sole
remaining director so elected. In the case of a classified board, directors
elected to fill vacancies or newly created directorships shall hold office until
the next election of the class for which such directors have been chosen, and
until their successors have been duly elected and qualified. In addition, if,
at the time of the filing of any such vacancy or newly created directorship, the
directors in office constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Delaware Court of
Chancery may, upon application of any stockholder or stockholders holding at
least 10% of the total number of outstanding shares entitled to vote for such
directors, summarily order an election to fill any such vacancy or newly created
directorship, or replace the directors chosen by the directors then in office.
Neither the Vanstar Certificate nor the Vanstar Bylaws provide additional
requirements regarding vacancies of directors.

Under the OGCL, unless otherwise provided in the Articles of Incorporation
or the Regulations, any vacancy, however caused, occurring in the board or any
newly created directorships resulting from an increase in the authorized number
of directors may be filled by the affirmative vote of a majority of the
remaining directors even though less than a quorum, and each director so chosen
shall hold office for the unexpired term. Neither Mentor's nor Cybernetics'
Code of Regulations contains any provision inconsistent with the statutory
mechanism for filling vacancies on the Board of Directors.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the DGCL, a corporation may indemnify a director, officer, employee
or agent of a corporation against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by him or her if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct was unlawful. In the case of an
action brought by or in the right of a corporation, the corporation may
indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her if he or she acted in good faith and in a manner he or she reasonably
believed to be in the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the corporation unless the
court in which such action or suit was brought or, the Delaware Court of
Chancery determines that, in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnity for such expenses as the
court shall deem proper. The Vanstar Bylaws provide that such persons shall be
indemnified to the fullest extent authorized by the DGCL.

A director, officer, employee or agent who is successful, on the merits or
otherwise, in defense of any proceeding subject to the DGCL's (as the case may
be) indemnification provisions must be indemnified by the corporation for
reasonable expenses incurred therein, including attorneys' fees. The DGCL
states that any indemnification, unless ordered by a court, shall be made only
upon a determination that a director or officer has met the required standard of
conduct before the director or officer may be indemnified. The determination
may be made (i) by a majority vote of a quorum of disinterested directors; (ii)
if a quorum of disinterested directors is

<PAGE>

not obtainable, or even if obtainable, a quorum of disinterested directors so
directs, by independent legal counsel; or (iii) by the stockholders.

The DGCL requires Vanstar to advance reasonable expenses to a director or
officer after such person provides an undertaking to repay the corporation if it
is determined that the required standard of conduct has not been met. This
indemnification and advancement of expenses is not exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled under any Bylaw, agreement, vote of stockholders or disinterested
directors or otherwise.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors or persons controlling Vanstar pursuant to the
foregoing provisions, Vanstar has been informed that in the opinion of the
Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

Under the OGCL, a corporation may indemnify or agree to indemnify a
director, officer, employee or agent of the corporation, against expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by him or her in connection with any
threatened, pending, or completed action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right of the corporation, if he or she acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the
corporation, and with respect to any criminal action or proceeding, if he or she
had no reasonable cause to believe that his or her conduct was unlawful. In the
case of an action brought by or in the right of a corporation, the corporation
may indemnify a director, officer, employee or agent of the corporation against
expenses (including attorneys' fees) actually and reasonably incurred by him or
her in connection with the defense or settlement of such action or suit, if he
or she acted in good faith and in a manner he or she reasonably believed to be
in or not opposed to the best interests of the corporation, except that no
indemnification may be made in respect of any claim, issue or matter as to which
such person is adjudged to be liable for negligence or misconduct in the
performance of his or her duty to the corporation unless, and only to the extent
that, the court of common pleas or the court in which such action or suit was
brought determines, upon application, that, despite the adjudication of
liability, that in the view of all circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses as the court of
common pleas or such other court shall deem proper.

A director, officer, employee or agent of the corporation who has been
successful on the merits or otherwise in defense of any action, suit or
proceeding shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection with the action,
suit or proceeding. The OGCL states that any other indemnification, unless
ordered by a court, shall be made only upon a determination that the director or
officer has met the required standard of conduct before the director or officer
may be indemnified. The determination may be made (i) by a majority vote of a
quorum of disinterested directors; (ii) if a quorum of disinterested directors
is not obtainable, or even if obtainable, if a quorum of disinterested directors
so directs, by independent legal counsel; (iii) by the shareholders; or (iv) by
the court of common pleas or the court in which the action, suit or proceeding
was brought.

The OGCL requires a corporation, unless otherwise provided in the Articles
of Incorporation or Regulations of a corporation, to advance reasonable
expenses, including attorneys' fees, incurred by a director in defending the
action, suit or proceeding, as they are incurred, in advance of the final
disposition of the action, suit or proceeding, if the director provides an
undertaking to repay the corporation and to reasonably cooperate with the
corporation regarding the action, suit or proceeding. This indemnification and
advancement of expenses is not exclusive of, and is in addition to, any rights
granted to those seeking indemnification or advancement of expenses under the
Articles of Incorporation, the Regulations, any agreement, a vote of
shareholders or disinterested directors or otherwise. Ohio corporations may
procure insurance for such purposes.

<PAGE>

Mentor's Articles provide that the corporation will indemnify officers and
directors consistent with the standards set forth in the OGCL, and that the
corporation will indemnify employees and agents of the corporation who are
successful on the merits or otherwise in defense of any action to which he is
named by reason of being an employee or agent of the corporation. Cybernetics'
Code of Regulations provide that the corporation shall indemnify any director
and may indemnify any other person who is or was a party or is threatened to be
made a party to any threatened, pending, or completed action, suit, or
proceeding, whether civil, criminal, administrative, or investigative, if he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation. The indemnification applies
to all actual and reasonable expenses incurred by the indemnitee in connection
with the action, suit or proceeding. The corporation shall advance expenses to
directors and may advance expenses to others as they are incurred, provided the
director or other person agrees to repay advanced amounts under certain
specified conditions.

LIMITATION OF PERSONAL LIABILITY OF DIRECTORS

The DGCL provides that a corporation's Certificate of Incorporation may
include a provision limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of a fiduciary
duty as a director. However, no such provision can eliminate or limit the
liability of a director for (i) any breach of the director's duty of loyalty to
the corporation or its stockholders; (ii) acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of the law; (iii)
violation of certain provisions of the DGCL; (iv) any transaction from which the
director derived an improper personal benefit; or (v) any act or omission prior
to the adoption of such a provision in the Certificate of Incorporation. The
Vanstar Certificate provides a provision eliminating the personal liability for
monetary damages of its directors to the fullest extent permitted under the
DGCL.

The OGCL provides that a director of a corporation who votes for or assents
to any of the following corporate actions shall be jointly and severally liable
to the corporation: (i) the payment of a dividend or distribution, the making
of a distribution of assets to shareholders, or the purchase or redemption of
the corporation's own shares, contrary in any case to law or the Articles of
Incorporation; (ii) a distribution of assets to shareholders during the winding
up of the affairs of the corporation, on dissolution or otherwise, without the
payment of all known obligations of the corporation or without making adequate
provisions for their payment; or (iii) the making of a loan, other than in the
usual course of business, to an officer, director or shareholder of the
corporation unless at the time of the making of the loan, a majority of
disinterested directors or shareholders voted for the loan and, taking into
account the terms and provisions of the loan and all other relevant factors,
determined that the making of the loan could reasonably be expected to benefit
the corporation. Any director against whom a claim is asserted under or
pursuant to this section and who is held liable on the claim shall be entitled
to contribution, on equitable principles, from other directors who are also
liable, and any director against whom a claim is asserted or who is held liable
shall have a right of contribution from the shareholders who knowingly received
any dividend, distribution or payment made contrary to law or the Articles of
Incorporation, and such shareholders as among themselves shall also be entitled
to contribution in proportion to the amounts received by them respectively. The
provisions governing indemnification of directors specifically except claims for
liability which are based on any of the preceding actions.

PROPOSAL II: OTHER MATTERS

MENTOR

The Mentor Board does not know of any other matters which may be brought
before the Mentor Meeting. However, if any such other matters are properly
presented for action, it is the intention of the persons named in the
accompanying form of proxy to vote the shares represented thereby in accordance
with their judgment on such matters.

<PAGE>

CYBERNETICS

The Cybernetics Board does not know of any other matters which may be
brought before the Cybernetics Meeting. However, if any such other matters are
properly presented for action, it is the intention of the persons named in the
accompanying form of proxy to vote the shares represented thereby in accordance
with their judgment on such matters.

CERTAIN LEGAL MATTERS

The validity of the shares of Vanstar Common Stock being offered hereby is
being passed upon for Vanstar by Arter & Hadden, 1717 Main Street, Suite 4100,
Dallas, Texas 75201.

EXPERTS

The consolidated financial statements of Vanstar Corporation at April 30,
1996 and 1995 and for the seven month period ended April 30, 1994 and the year
ended September 30, 1993 appearing in this Joint Proxy Statement/Prospectus and
Registration Statement have been audited by Ernst & Young, L.L.P., independent
auditors, as set forth in their reports thereon appearing elsewhere herein and
in the Registration Statement, and are included in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.

The financial statements of Mentor Technologies, Ltd. at December 31, 1995
appearing in this Joint Proxy Statement/Prospectus and Registration Statement
have been audited by Hausser & Taylor, independent auditors, as set forth in
their report thereon appearing elsewhere herein and in the Registration
Statement, and are included in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.

The statements of income and cash flows of Mentor Technologies, Ltd. for
the year ended December 31, 1994 appearing in this Joint Proxy
Statement/Prospectus and Registration Statement have been audited by Arthur
Andersen, LLP independent auditors, as set forth in their report thereon
appearing elsewhere herein and in the Registration Statement, and are included
in reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

<PAGE>

INDEX TO FINANCIAL STATEMENTS

PAGE
----
Vanstar Corporation
Independent Auditors' Report (Ernst & Young LLP). . . . . . . . . . . F-2
Consolidated Balance Sheets . . . . . . . . . . . . . . . . . . . . . F-3
Consolidated Statements of Income . . . . . . . . . . . . . . . . . . F-4
Consolidated Statements of Stockholders' Equity . . . . . . . . . . . F-5
Consolidated Statements of Cash Flows . . . . . . . . . . . . . . . . F-6
Notes to Consolidated Financial Statements. . . . . . . . . . . . . . F-7
Mentor Technologies, Ltd.
Balance Sheet as of June 30, 1996 and 1995. . . . . . . . . . . . . . F-18
Statements of Income for the Six Months Ended June 30, 1996 and 1995. F-20
Statements of Partners' Capital for the Six Months Ended June 30,
1996 and 1995 . . . . . . . . . . . . . . . . . . . . . . . . . . . F-21
Statements of Cash Flows for the Six Months Ended June 30, 1996
and 1995. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-22
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . F-23
Independent Auditors' Report (Hausser & Taylor) . . . . . . . . . . . F-24
Independent Auditors' Report (Arthur Andersen LLP). . . . . . . . . . F-25
Balance Sheet as of December 31, 1995 . . . . . . . . . . . . . . . . F-26
Statements of Income for the Years Ended December 31, 1995 and 1994 . F-28
Statement of Partners' Capital for the Year Ended December 31, 1995 . F-29
Statements of Cash Flows for the Years Ended December 31, 1995
and 1994. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F-30
Notes to Financial Statements . . . . . . . . . . . . . . . . . . . . F-32

F-1

<PAGE>

VANSTAR CORPORATION

REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

Board of Directors
Vanstar Corporation

We have audited the accompanying consolidated balance sheets of Vanstar
Corporation as of April 30, 1996 and 1995, and the related consolidated
statements of income, stockholders' equity, and cash flows for the years ended
April 30, 1996 and 1995, the seven month period ended April 30, 1994 and the
year ended September 30, 1993. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Vanstar
Corporation at April 30, 1996 and 1995, and the consolidated results of its
operations and its cash flows for years ended April 30, 1996 and 1995, the seven
month period ended April 30, 1994 and the year ended September 30, 1993, in
conformity with generally accepted accounting principles.

ERNST & YOUNG LLP

San Jose, California
June 10, 1996

<PAGE>

VANSTAR CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)

ASSETS

April 30,
1996 1995
-------- --------
<S> <C> <C>
Current assets:
Cash $ 14,498 $ 7,761
Receivables, net of allowance for doubtful accounts of
$14,812 and $12,326 at April 30, 1996 and 1995, respectively 298,484 261,308
Inventories 350,406 298,686
Deferred income taxes 25,750 35,779
Prepaid expenses and other current assets 2,432 1,193
-------- ---------
Total current assets 691,570 604,727
Property and equipment, net 23,183 19,832
Other assets, net 48,899 39,296
Goodwill, net of accumulated amortization of $3,453
and $1,726 at April 30, 1996 and 1995, respectively 39,713 41,440
-------- ---------
$803,365 $705,295
-------- ---------
-------- ---------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $305,374 $263,197
Accrued liabilities 41,586 39,110
Deferred revenue 27,109 26,883
Current maturities of long-term debt 1,759 7,685
-------- ---------
Total current liabilities 375,828 336,875
Long-term debt, less current maturities 293,007 337,750
Other long-term liabilities 7,477 8,081
Commitments and contingencies - -

Stockholders' equity:
Preferred stock - 153
Common stock:
Class A; $.001 par value: 100,000,000 shares authorized,
40,475,144 shares issued and outstanding at April 30, 1996;
50,000,000 shares authorized, 7,323,508 issued and
outstanding at April 30, 1995 40 7
Class B; $.001 par value; no shares authorized, issued or
outstanding at April 30, 1996; 18,800,000 shares authorized,
3,708,205 issued and outstanding at April 30, 1995 - 4
Additional paid-in capital 115,097 24,768
Retained earnings (accumulated deficit) (since a deficit
elimination of $78,448 at April 30, 1994) 11,916 (2,343)
-------- ---------
Total stockholders' equity 127,053 22,589
-------- ---------
$803,365 $705,295
-------- ---------
-------- ---------

</TABLE>

See accompanying notes to consolidated financial statements.

F-3

<PAGE>

VANSTAR CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)

Seven
Months Year
Ended Ended
Year Ended April 30, April 30, September 30,
1996 1995 1994 1993
---------- ---------- -------- ----------
<S> <C> <C> <C> <C>
Revenue:
Products $1,578,298 $1,187,392 $490,576 $ 935,165
Services 226,515 198,000 95,938 164,648
---------- ---------- -------- ----------
Total revenue 1,804,813 1,385,392 586,514 1,099,813
---------- ---------- -------- ----------

Cost of revenue:
Products 1,430,404 1,073,879 437,316 824,514
Services 129,482 100,975 52,196 97,275
---------- ---------- -------- ----------
Total cost of revenue 1,559,886 1,174,854 489,512 921,789
---------- ---------- -------- ----------

Gross margin 244,927 210,538 97,002 178,024

Selling, general and administrative expenses 201,880 182,411 97,436 181,320
---------- ---------- -------- ----------
Operating income (loss) 43,047 28,127 (434) (3,296)

Interest income 5,539 6,577 1,608 849
Interest expense (35,804) (32,555) (12,789) (23,045)
---------- ---------- -------- ----------

Income (loss) from continuing operations
before income taxes 12,782 2,149 (11,615) (25,492)
Income tax benefit (provision) (4,729) (881) 4,646 6,741
---------- ---------- -------- ----------
Income (loss) from continuing operations 8,053 1,268 (6,969) (18,751)
Income from operations of discontinued
businesses (less income taxes of $3,693
in 1994 and $6,811 in 1993) - - 6,426 14,258
Gain on disposal of discontinued businesses
(less income taxes of $5,400 in 1996 and
$10,706 in 1994 and $0 in 1993) 9,194 - 45,048 247
---------- ---------- -------- ----------

Net income (loss) $ 17,247 $ 1,268 $ 44,505 $ (4,246)
---------- ---------- -------- ----------
---------- ---------- -------- ----------

Pro forma net income per share:
Continuing operations $ 0.23 $ 0.04
Discontinued operations 0.27 -
---------- ----------
Total pro forma net income per share $ 0.50 $ 0.04
---------- ----------
---------- ----------
Shares used in pro forma per share calculation 34,250 32,486
---------- ----------
---------- ----------

</TABLE>

See accompanying notes to consolidated financial statements.

F-4

<PAGE>

VANSTAR CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(in thousands)

PREFERRED STOCK COMMON STOCK A COMMON STOCK B
--------------------------- ---------------------------- ----------------------------
SHARES AMOUNT SHARES AMOUNT SHARES AMOUNT
------------ ------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 30, 1992 9,766 $ 28,495 4,118 $ 4 3,708 $ 4

Issuance of Class A Common Stock - - 3,267 3 - -
Amortization of deferred compensation - - - - - -
Issuance of warrants - - - - - -
Translation adjustments - - - - - -
Net loss - - - - - -
Dividends - - - - - -
------------ ------------- ------------- ------------- ------------- -------------
BALANCE AT SEPTEMBER 30, 1993 9,766 28,495 7,385 7 3,708 4

Conversion of Class A, C, and D
Preferred Stock and accrued dividends
to Class F Preferred Stock 5,543 (28,342) - - - -
Payment on shareholder note receivable - - - - - -
Issuance of Class A Common Stock - - 75 - - -
Translation adjustments - - - - - -
Sale of international businesses - - - - - -
Net income - - - - - -
Dividends - - - - - -
Quasi-reorganization:
Revaluation adjustments, net - - - - - -
Transfer from accumulated deficit - - - - - -
------------ ------------- ------------- ------------- ------------- -------------
BALANCE AT APRIL 30, 1994 15,309 153 7,460 7 3,708 4

Redemption of Class A Common Stock - - (154) - - -
Issuance of Class A Common Stock - - 17 - - -
Redemption of Class E Preferred Stock - - - - - -
Net income - - - - - -
Dividends - - - - - -
------------ ------------- ------------- ------------- ------------- -------------
BALANCE AT APRIL 30, 1995 15,309 153 7,323 7 3,708 4

Redemption of Class A Common Stock - - (103) - - -
Issuance of warrants - - - - - -
Conversion of Class F Preferred Stock
and Senior Preferred Stock to
Class A Common Stock (15,309) (153) 15,309 15 - -
Conversion of Class B Common Stock to
Class A Common Stock - - 3,708 4 (3,708) (4)
Conversion of Warrants to Class A
Common Stock - - 4,996 5 - -
Issuance of Class A Common Stock - - 9,216 9 - -
Accrued Dividends Forgiven -
Senior Preferred Stock - - - - - -
Exercise of Options - - 26 - - -
Net income - - - - - -
Dividends - - - - - -
------------ ------------- ------------- ------------- ------------- -------------
BALANCE AT APRIL 30, 1996 $ - $ - 40,475 $ 40 - $ -
------------ ------------- ------------- ------------- ------------- -------------
------------ ------------- ------------- ------------- ------------- -------------

<CAPTION>
RETAINED
STOCKHOLDER EARNINGS
NOTE ADDTL. (ACCUM. TRANS.
RECEIVABLE PAID-IN CAPTL. DEFICIT) ADJUST. TOTAL
------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
BALANCE AT SEPTEMBER 30, 1992 $ - $ 84,758 $ (112,434) $ (143) $ 684

Issuance of Class A Common Stock (1,846) 17,395 - - 15,552
Amortization of deferred compensation - 9 - - 9
Issuance of warrants (154) 3,269 - - 3,115
Translation adjustments - - - 1,411 1,411
Net loss - - (4,246) - (4,246)
Dividends - - (3,941) - (3,941)
------------ ------------- ------------- ------------- -------------
BALANCE AT SEPTEMBER 30, 1993 (2,000) 105,431 (120,621) 1,268 12,584

Conversion of Class A, C, and D
Preferred Stock and accrued dividends
to Class F Preferred Stock - 28,342 - - -
Payment on shareholder note receivable 1,000 - - - 1,000
Issuance of Class A Common Stock - - - - -
Translation adjustments - - - (86) (86)
Sale of international businesses - - - (1,182) (1,182)
Net income - - 44,505 - 44,505
Dividends - - (2,332) - (2,332)
Quasi-reorganization:
Revaluation adjustments, net - (29,692) - - (29,692)
Transfer from accumulated deficit - (78,448) 78,448 - -
------------ ------------- ------------- ------------- -------------
BALANCE AT APRIL 30, 1994 (1,000) 25,633 - - 24,797

Redemption of Class A Common Stock 1,000 (1,000) - - -
Issuance of Class A Common Stock - - - - -
Redemption of Class E Preferred Stock - 135 - - 135
Net income - - 1,268 - 1,268
Dividends - - (3,611) - (3,611)
------------ ------------- ------------- ------------- -------------
BALANCE AT APRIL 30, 1995 - 24,768 (2,343) - 22,589

Redemption of Class A Common Stock - - - - -
Issuance of warrants - 500 - - 500
Conversion of Class F Preferred Stock
and Senior Preferred Stock to
Class A Common Stock - 138 - - -
Conversion of Class B Common Stock to
Class A Common Stock) - - - - -
Conversion of Warrants to Class A
Common Stock - (5) - - -
Issuance of Class A Common Stock - 83,382 - - 83,391
Accrued Dividends Forgiven -
Senior Preferred Stock - 6,162 - - 6,162
Exercise of Options - 152 - - 152
Net income - - 17,247 - 17,247
Dividends - - (2,988) - (2,988)
------------ ------------- ------------- ------------- -------------
BALANCE AT APRIL 30, 1996 $ - $ 115,097 $ 11,916 $ - $ 127,053
------------ ------------- ------------- ------------- -------------
------------ ------------- ------------- ------------- -------------

</TABLE>

See accompanying notes to consolidated financial statements

F-5

<PAGE>

VANSTAR CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

SEVEN
MONTHS YEAR
ENDED ENDED
YEAR ENDED APRIL 30, APRIL 30, SEPTEMBER 30,
-------------------------- ----------- ------------
1996 1995 1994 1993
---- ---- ---- ----
<S> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 17,247 $1,268 $ 44,505 $ (4,246)
Adjustments:
Depreciation and amortization 9,775 9,997 9,248 17,883
Provision for receivables and investments 14,393 95 356 5,287
Gain on sale of building - - - (1,398)
Gain on disposal of discontinued businesses (14,594) - (55,754) (247)
Changes in operating assets and liabilities:
Receivables (51,193) (58,354) (19,092) 53,253
Inventories (51,720) (38,900) (86,044) 2,504
Prepaid expenses and other assets (2,462) (1,257) 1,505 (4,409)
Deferred income taxes 10,029 (1,097) 9,710 (1,730)
Accounts payable 42,177 37,556 (19,679) (9,871)
Accrued and other liabilities 4,865 1,070 (21,713) (34,890)
--------- -------- --------- ---------
Total adjustments (38,730) (50,890) (181,463) 26,382
--------- -------- --------- ---------
Net cash provided by (used in) operating activities (21,483) (49,622) (136,958) 22,136

CASH FLOWS FROM INVESTING ACTIVITIES:
Sales of businesses 14,594 - 78,401 3,097
Capital expenditures (15,583) (12,835) (3,099) (6,383)
Proceeds from sale of building - - - 2,939
Repayment of notes receivable - 9,722 6,213 6,327
--------- -------- --------- ---------
Net cash provided by (used in) investing activities (989) (3,113) 81,515 5,980

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on long-term debt (7,836) (12,342) (16,322) (10,120)
Borrowings under line of credit, net of payments (46,999) 73,287 68,123 (33,032)
Issuance of common stock and warrants 84,044 - - 14,740
Redemption of preferred stock and accrued dividends - (4,654) - -
Dividends paid - (1,000) - -
--------- -------- --------- ---------
Net cash provided by (used in) financing activities 29,209 55,291 51,801 (28,412)

NET INCREASE (DECREASE) IN CASH 6,737 2,556 (3,642) (296)
Cash at beginning of the period 7,761 5,205 8,847 9,143
--------- -------- --------- ---------
Cash at end of the period $ 14,498 $ 7,761 $ 5,205 $ 8,847
--------- -------- --------- ---------
--------- -------- --------- ---------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid (received) during the period for:
Interest $38,761 $31,352 $13,094 $ 24,873
Income taxes, net of refunds 625 1,424 5 (349)
NON-CASH INVESTING ACTIVITIES:
Equipment acquired under capital leases 4,293 - - 699
NON-CASH FINANCING ACTIVITIES:
Payment of accrued dividends with common stock - - - 3,462
Conversion of accrued dividends into a note payable - 2,462 - -

</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

F-6

<PAGE>

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION AND BASIS OF PRESENTATION

Vanstar Corporation (the "Company") is a leading provider of services and
products designed to build and manage personal computer network infrastructures
primarily for Fortune 1000 companies and other large enterprises. The Company
provides customized, integrated solutions for its customers' network
infrastructure needs by combining a comprehensive offering of value-added
services with its expertise in sourcing and distributing PC's, network products,
computer peripherals and software from a variety of vendors. The consolidated
financial statements include the accounts of Vanstar Corporation and all
subsidiaries. All significant intercompany balances have been eliminated.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

REVENUE RECOGNITION

Products revenue is primarily derived from the sale of computer hardware,
software, peripherals and communications devices manufactured by third parties
and sold by the Company, principally to implement integration projects.
Services revenue is derived from value-added services, including services
focused on the server and communication segments of the PC network
infrastructure, services performed for the desktop and fees earned on a
distribution services agreement. Product sales are recognized at the time of
shipment. Revenue from services is recognized as services are performed or
ratably if performed over a service contract period. Deferred revenue primarily
represents unrecognized service revenue.

CHANGE OF COMPANY NAME AND FISCAL YEAR END

The Company changed its name from "ComputerLand Corporation" to "Vanstar
Corporation," effective March 21, 1994, in conjunction with the sale of its U.S.
franchise business, including the right to the "ComputerLand" name and trademark
within the United States.

The Company also changed its fiscal year end during fiscal 1994 from
September 30 to April 30. Accordingly, the Company's transition period ending
April 30, 1994 includes only seven months from October 1, 1993 to April 30,
1994.

FINANCIAL INSTRUMENTS

The carrying amounts reflected in the consolidated balance sheets for cash,
receivables, and accounts payable approximate the respective fair values due to
the short maturities of these instruments. The long-term debt consists of
variable rate instruments at terms the Company believes would be available if
similar financing were obtained from another party. As such, carrying amounts
also approximate their fair value.

INVENTORIES

Inventory for resale and spare parts inventory are stated at the lower of
cost (first-in, first-out method) or market. Periodically, the Company assesses
the appropriateness of the inventory valuations giving consideration to
obsolete, slow-moving and nonsalable inventory.

F-7

<PAGE>

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost and is depreciated using the
straight-line method over the estimated useful lives of the related assets as
follows:

Furniture and equipment 3 to 5 years
Leasehold improvements Lesser of term of lease or useful life
Building 25 years

ACQUISITION ACCOUNTING

All acquisitions have been accounted for using the purchase method whereby
the purchase price, including liabilities assumed, is allocated based upon the
fair value of the tangible and intangible assets of the acquired entity. The
Company's consolidated statements of operations include the results of
operations of the acquired businesses subsequent to the purchase dates. Goodwill
represents the excess of cost over the net assets of acquired businesses and is
amortized using the straight-line method over twenty-five years.

The carrying amount of goodwill was adjusted to fair value at April 30,
1994 in connection with the Company's quasi-reorganization. Periodically, the
Company assesses the appropriateness of the carrying amount of goodwill and the
amortization periods based on the undiscounted value of the current and
anticipated future cash flows and projected profitability of the acquired
business. If there are indicated impairments, a write down is recorded to the
extent the carrying amount exceeds the fair value.

NEW ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board recently issued two standards
which will be applicable to the Company but which the Company has not yet
adopted: Statement of Financial Accounting Standards No. 121, ACCOUNTING FOR
THE IMPAIRMENT OF LONG-LIVED ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF
and Statement of Financial Accounting Standards No. 123, ACCOUNTING FOR
STOCK-BASED COMPENSATION. The impairment standard is not expected to have a
significant impact on the Company. The Company has not yet determined which of
the acceptable approaches it will use under the stock compensation standard.
Adoption of certain approaches under the stock compensation standard could
result in noncash charges, which if made are not expected to be material. At a
minimum, the standard will require disclosures about the fair value of the
employee stock options.

2. DISCONTINUED OPERATIONS

The Company disposed of primarily all of its worldwide franchise business
during the seven months ended April 30, 1994 and the fiscal year ended September
30, 1993. Combined revenues of the franchise segment were $0.4 billion and $1.1
billion during the seven months ended April 30, 1994 and the fiscal year ended
September 30, 1993, respectively.

U.S. FRANCHISE DIVISION

On January 31, 1994, pursuant to an asset purchase agreement, the Company
sold certain assets and liabilities of its U.S. franchise business, including
all domestic franchise agreements, Datago distribution agreements and the right
to the "ComputerLand" name and trademark within the United States to Merisel
FAB, a wholly-owned subsidiary of Merisel, Inc. ("Merisel"). The purchase price
was $80.2 million in cash plus additional consideration based upon the
cumulative volume of product sold during the two-year period commencing
February 1, 1994. The Company recorded a gain on the sale of $32.5 million, net
of related disposition costs and taxes during the seven-month period ended April
30, 1994. At April 30, 1995, no additional consideration was recorded based on
the inability to determine the amount of additional consideration earned, if
any.

F-8

<PAGE>

Concurrent with the sale, the Company entered into a distribution services
agreement with Merisel FAB. Pursuant to this agreement, the Company continues to
supply product and provide certain logistics and other support services to
Merisel FAB. The Company receives a monthly distribution fee for such services.
The Company also granted Merisel FAB $20.0 million in extended, interest-bearing
credit on its product purchases.

Effective January 31, 1996, the Company and Merisel FAB signed amendments
to the asset purchase agreement and distribution services agreement. The
amendments provide that: the term of the distribution services agreement be
extended through April 30, 1997; the distribution fee be reduced retroactive to
April 1, 1995; the additional consideration be fixed at $14.6 million; the
maximum amount of the extended credit be increased by $11.1 million, which will
be reduced in monthly installments from February 1996 through July 1997; and the
original amount of interest-bearing credit of $20.0 million be extended and
reduced in three equal monthly installments from May 15, 1997 through July 15,
1997.

As a result of announcements made by Merisel on February 20, 1996, the
Company decided to record a $31.1 million provision as of January 31, 1996
against its extended credit due from Merisel FAB. As of April 30, 1996 the
Company reversed a portion of such provision (see Note 15-Subsequent Events).

INTERNATIONAL SUBSIDIARIES

On April 29, 1994, the Company sold several of its international
subsidiaries which operated franchise businesses primarily in Europe, resulting
in a net gain of approximately $12.6 million. On June 28, 1993, the Company sold
the assets of a subsidiary in New Zealand for approximately $2.2 million and
recognized a gain of $0.3 million.

3. QUASI-REORGANIZATION

Effective April 30, 1994, and in connection with the Company's decision to
dispose of its franchise business, the Company elected to adjust its balance
sheet in accordance with quasi-reorganization accounting principles. A
quasi-reorganization is an elective accounting procedure intended to restate
assets and liabilities to fair values and eliminate any deficit in retained
earnings. The accumulated deficit at April 30, 1994 of $78.4 million was
eliminated against additional paid-in capital. The adjustments to fair value
included $22.7 million of non-cash write-downs of goodwill and other intangible
assets and the write-down of $7.0 million of property, plant and equipment.
Management utilized the services of outside experts in determining the fair
values. The carrying values of all other assets and liabilities at April 30,
1994 were determined to approximate their fair values and no further adjustment
to the historical basis was required. Management believes that those adjustments
reflected the significant changes in the evolution of the Company and provided a
more appropriate basis to report future operating results.

F-9

<PAGE>

4. INVENTORIES

Inventories consist of the following:

APRIL 30,
--------------------------
(IN THOUSANDS) 1996 1995
--------- -----------
Inventory for resale $ 348,419 $ 296,458
Less reserve for obsolete inventory (12,640) (11,435)
--------- ---------
335,779 285,023
Spare parts (current) 14,627 13,663
--------- ---------
$ 350,406 $ 298,686
--------- ---------
--------- ---------

5. PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

APRIL 30,
--------------------------
(IN THOUSANDS) 1996 1995
--------- -----------
Furniture and equipment $ 57,093 $ 46,609
Building and improvements 14,377 13,707
--------- ---------
71,470 60,316
Less accumulated depreciation and amortization (48,287) (40,484)
--------- ---------
$ 23,183 $ 19,832
--------- ---------
--------- ---------

Depreciation and amortization associated with property and equipment was
$7.7 million, $8.3 million, $7.3 million, and $13.9 million for the fiscal years
ended April 30, 1996 and 1995, the seven months ended April 30, 1994 and
the year ended September 30, 1993.

6. OTHER ASSETS

Other assets consist of the following:

APRIL 30,
--------------------------
(IN THOUSANDS) 1996 1995
--------- -----------
Spare parts (non-current) $ 28,883 $ 27,324
Capitalized software, net 13,353 4,974
Deferred income taxes 5,593 5,593
Other 1,070 1,405
--------- --------
$ 48,899 $ 39,296
--------- --------
--------- --------

Capitalized software represents the costs associated with development of
software for the Company's internal use. Such costs are capitalized in
accordance with Statement of Financial Accounting Standards No. 86, ACCOUNTING
FOR THE COSTS OF COMPUTER SOFTWARE TO BE SOLD, LEASED, OR OTHERWISE MARKETED,
and are amortized over the remaining useful economic life of the software of up
to five years. Accumulated amortization at April 30, 1996 and 1995 was $0.3 and
$0.0 million, respectively.

F-10

<PAGE>

7. LONG-TERM DEBT

Long-term debt consists of the following:

APRIL 30,
--------------------------
(IN THOUSANDS)
1996 1995
--------- -----------
Line of Credit $ 289,072 $ 336,071

Note to stockholder, due January 1996 - 4,578

9.75% note to stockholder - 2,463

9.25% note secured by real property, payable
in monthly installments of $26 through
April 2003 1,356 1,721

Other (including obligations under capital leases) 4,338 602
--------- -----------
Total Outstanding Debt $ 294,766 $ 345,435

Less current maturities (1,759) (7,685)
--------- -----------
$ 293,007 $ 337,750
--------- -----------
--------- -----------

The line of credit consists of amounts borrowed under a financing agreement
with IBM Credit Corporation ("IBMCC"), an affiliate of one of the Company's
principal vendors. The line of credit is established for $450 million, is
renewable every six months, is secured by portions of the Company's inventory,
accounts receivable and certain other assets and is terminable by the Company or
IBMCC at anytime upon 90 days' written notice. In the event of such termination,
the outstanding borrowings are not due until the end of the term, currently
expiring on October 31, 1997. The financing agreement contains various terms and
covenants which require the Company to maintain certain levels of tangible net
worth and certain other financial restrictions. The financing agreement also
limits the Company's ability to pay cash dividends on its Common Stock. At
April 30, 1996, the Company had $386 million outstanding under this facility of
which $97 million is included in accounts payable and $289 million is classified
as long-term debt. The interest rate was prime plus 2.0% through March 31, 1995,
and prime plus 1.06% from April 1, 1995 to March 31, 1996, prime plus 0.45% from
April 1, 1996 to April 30, 1996 and prime minus 0.50% thereafter.

Aggregate maturities of long-term debt, excluding the line of credit, are
approximately $1.7 million, $1.7 million, $1.2 million, and $0.3 million,
respectively each of the succeeding four years, and $0.8 million thereafter.

8. CONCENTRATION OF CREDIT RISK

The Company purchases multi-vendor PC products for sale primarily to
end-users and to customers of Merisel FAB, and provides various PC-related
services. Although receivables from end-users are uncollateralized, the credit
risk is limited due to the large number and diversity of customers comprising
the Company's customer base. During fiscal 1993 and the seven months ended
April 30, 1994, no individual customer accounted for more than 10% of the
Company's total revenue. During fiscal year 1996 and 1995, Microsoft Corporation
accounted for 12.0%, and 10.8%, respectively, of the Company's total revenue.

F-11

<PAGE>

9. LEASE COMMITMENTS

The Company leases certain administrative, warehousing and other facilities
under operating leases and equipment under a combination of operating and
capital leases. Most of the Company's operating leases are subject to annual
escalation clauses ranging from two to five percent. Several facilities under
operating leases have been sublet. The future minimum lease payments on
noncancelable operating leases with an initial term in excess of one year and
future sublease income under noncancelable subleases as of April 30, 1996 are as
follows:

MINIMUM
LEASE PAYMENT SUBLEASE INCOME
------------- ---------------
(IN THOUSANDS)

1997 $ 12,251 $ 820
1998 7,714 348
1999 4,234 43
2000 1,158 -
2001 540 -
Thereafter 939 -
--------- ---------
$ 26,836 $ 1,211
--------- ---------
--------- ---------

In connection with leases on facilities associated with acquisitions, the
Company established reserves for future lease payments on certain duplicate or
excess facilities. The balance of these reserves at April 30, 1996 was
approximately $2.8 million, which has not reduced the amounts shown above.

Rental expense, under operating leases, charged to operations was
$13.8 million, $14.2 million, $8.7 million and $15.2 million during fiscal year
ended April 30, 1996 and 1995, the seven month period ended April 30, 1994 and
the fiscal year ended 1993, respectively.

The cost of assets recorded under capital leases was $4.5 million and $3.3
million at April 30, 1996 and 1995, respectively. Accumulated amortization on
such assets was $0.5 million and $2.8 million at April 30, 1996 and 1995,
respectively. The present value of minimum lease payments under capital leases
as of April 30, 1996 was $4.1 million.

10. STOCKHOLDERS' EQUITY

INITIAL PUBLIC OFFERING

On March 11, 1996, the Company completed an initial public offering selling
8,000,000 shares of its Common Stock. In connection with the initial public
offering, the Company granted to the Underwriters a 30-day option to purchase up
to an additional 2,215,770 shares of Common Stock solely to cover over-
allotments, if any. The Underwriters exercised their option to purchase
1,215,770 of such shares in April 1996.

PREFERRED STOCK, COMMON STOCK AND WARRANTS

Concurrent with the consummation of the initial public offering, all
outstanding shares of Senior Preferred Stock, Class F Preferred Stock and Class
B Common Stock were converted into 19,018,088 shares of Common Stock.
Additionally, all outstanding warrants were exchanged for 4,995,691 shares of
Common Stock, all accrued dividends payable to the holder of the Senior
Preferred Stock totaling $6.2 million were forgiven and all such stock and
warrants converted to Common Stock were canceled.

As of April 30, 1996, 15,000,000 shares of undesignated Preferred Stock,
$0.01 par value are authorized; no shares of this newly authorized class have
been issued.

F-12

<PAGE>

At April 30, 1996, the Company had 6,000,000 shares of Common Stock
reserved for future issuance for the Company's stock option and stock purchase
plans and 29,800 shares of Common Stock reserved for future issuance upon the
exercise of options granted to certain of the Company's former franchisees.

STOCK OPTION PLANS

The Company has two stock option plans which provide for the issuance of
incentive stock options ("ISOs"), stock options that are non-qualified for
Federal income tax purposes ("NQSOs") and stock appreciation rights ("SARs").
The 1988 Stock Option Plan was adopted in July 1988 and provides for the
issuance of ISOs, NQSOs and SARs to key employees and directors. The 1993
Stock Option Plan was adopted in April 1993 and provides for the issuance of
shares of common stock, ISOs, NQSOs or SARs to highly compensated, managerial
employees, officers and directors. The exercise price of the ISOs under both
plans may not be less than 100% of the fair market value of the Common Stock
at the time of grant. Under the 1993 plan, the exercise price of the NQSOs
may not be less than 85% of the fair market value at the time of grant. At
April 30, 1996, the total number of shares of Common Stock for which options
may be granted pursuant to the 1988 and 1993 plans were 2,500,000 and
2,500,000, respectively. Under both plans, options generally become
exercisable ratably over a four or five year period and expire in ten years.
At April 30, 1996, options to purchase 1,403,034 shares were exercisable. At
April 30, 1996, no SARs had been issued.

Effective as of May 1, 1995, the Company offered to all current
employees who held options, the right to exchange their options for new
options that are exercisable at a price of $3.00 per share. The new options
are subject to a new four-year vesting schedule commencing May 1, 1995. In
connection with this transaction, 1,164,505 options were exchanged.

The following table summarizes option activity through April 30, 1996
under both plans:

OPTIONS OUTSTANDING
--------------------------------------------------
OPTIONS EXERCISE AGGREGATE
AVAILABLE FOR PRICE PER EXERCISE
GRANT SHARES SHARE PRICE
------------- ----------- -------------- ---------------
<S> <C> <C> <C> <C>
Balance at September 30, 1992 119,421 1,803,421 $ 0.18-6.00 $ 9,627,876
Granted (61,800) 61,800 6.00 370,800
Canceled 128,390 (128,390) 5.55-6.00 (746,118)
Expired 101,876 (101,876) 5.55-6.00 (572,499)
---------- ---------- -------------- --------------
Balance at September 30, 1993 187,887 1,634,955 0.18-6.00 8,680,059
Increase in authorized shares 429,800 - - -
Granted (12,500) 12,500 6.00 75,000
Exercised - (74,380) 0.18 (13,388)
Canceled 22,324 (22,324) 5.55-6.00 (130,536)
Expired 132,822 (132,822) 5.55-6.00 (745,459)
---------- ---------- -------------- --------------
Balance at April 30, 1994 860,333 1,417,929 0.18-6.00 7,865,676
Granted (883,726) 883,726 6.00 5,302,356
Canceled 69,964 (69,964) 5.55-6.00 (417,775)
Expired 70,147 (70,147) 5.55-6.00 (413,278)
---------- ---------- -------------- --------------
Balance at April 30, 1995 116,718 2,161,544 0.18-6.00 12,336,979
Increase in authorized shares 2,677,158 - - -
Exercised - (26,125) 3.00-6.00 (152,250)
Granted (2,966,943) 2,966,943 3.00-10.00 12,896,829
Canceled 1,229,630 (1,229,630) 3.00-6.00 (7,139,304)
Expired 55,247 (55,247) 5.55-6.00 (315,565)
---------- ---------- -------------- --------------
Balance at April 30, 1996 1,111,810 3,817,485 $ 0.18-10.00 $ 17,626,689
---------- ---------- -------------- --------------
---------- ---------- -------------- --------------

</TABLE>

STOCK PURCHASE PLAN

On March 11, 1996, the Company adopted an employee purchase plan (the
"Stock Purchase Plan") allowing eligible employees to purchase shares of the
Company's Common Stock. The Stock Purchase Plan is intended to

F-13

<PAGE>

qualify as an "employee stock purchase plan" under Section 423 of the Code.
The total number of shares of Common Stock authorized for issuance under
the plan is 1,000,000. All full-time employees of the Company are eligible
to participate, subject to certain limited exceptions. The Stock Purchase
Plan provides a means for the Company's employees to purchase stock through
payroll deductions of up to 10% of their gross compensation. The purchase
price for shares offered under the Stock Purchase Plan is equal to 85% of the
lower of the closing price of the Common Stock on the first day of the six
month offer period or the last day of the six month offer period. The initial
offer period is from March 11, 1996 to August 31, 1996. At April 30, 1996, no
shares were issued to employees participating in the plan.

11. EMPLOYEE BENEFITS

The Company provides a savings plan under Section 401(k) of the Internal
Revenue Code to substantially all domestic employees who are over the age of 21.
Employees can contribute up to 12% of their annual salary to the plan up to a
maximum allowed by the Internal Revenue Code. The Company will match 100% of the
employee's contributions up to $200 not to exceed the maximum of 1% of the
employee's eligible compensation. If the employee contributes more than $200 to
the plan, the Company will contribute an amount equal to the greater of $200 or
25% of the employee's contribution up to a maximum of 1% of the employee's
eligible compensation. The amount charged to expense for the matching
contribution was $0.7 million, $0.7 million, $0.5 million, and $0.7 million for
the fiscal years ended April 30, 1996 and 1995, the seven month period ended
April 30, 1994, and the year ended September 30, 1993, respectively.

12. INCOME TAXES

The income tax benefit (provision) computed under Statement of Financial
Accounting Standards No. 109, consists of the following:

<TABLE>
<CAPTION>
SEVEN
FISCAL YEAR MONTHS FISCAL YEAR
ENDED APRIL 30 ENDED ENDED
--------------------------- APRIL 30, SEPTEMBER 30,
1996 1995 1994 1993
--------- ---------- --------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
CURRENT:
Federal $ - $ - $ (500) $ -
State (100) (200) (500) -
Foreign - - - (260)
--------- -------- -------- --------
(100) (200) (1,000) (260)
--------- -------- -------- --------
DEFERRED:
Federal (8,561) (562) (7,631) 190
State (1,468) (119) (1,122) -
--------- -------- -------- --------
(10,029) (681) (8,753) 190
--------- -------- -------- --------
Total gross margin $(10,129) $ (881) $(9,753) $ (70)
--------- -------- -------- --------
--------- -------- -------- --------

</TABLE>

The income tax benefit (provision) is allocated between discontinued and
continuing operations as follows:

<TABLE>
<CAPTION>
SEVEN
FISCAL YEAR MONTHS FISCAL YEAR
ENDED APRIL 30 ENDED ENDED
--------------------------- APRIL 30, SEPTEMBER 30,
1996 1995 1994 1993
--------- ---------- --------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Provision allocated to operations of
discontinued businesses and income on
disposal of discontinued business $ (5,400) $ - $(14,399) $ (6,811)
--------- -------- --------- ---------
--------- -------- --------- ---------
Income tax benefit (provision) allocated
to continuing operations $ (4,729) $ (881) $ 4,646 $ 6,741
--------- -------- --------- ---------
--------- -------- --------- ---------
</TABLE>

F-14

<PAGE>

Significant components of deferred tax liabilities and assets consist of
the following:
APRIL 30
----------------------------
1996 1995
----------- -----------
(IN THOUSANDS)
Deferred tax liabilities:
Capital leases $ - $ 91
Other - 106
-------- ----------
Total deferred tax liabilities - 197
-------- ----------
Deferred tax assets:
Reserves 8,220 9,504
Inventory reserves 6,446 9,441
Other expenses, not currently deductible 2,751 6,454
Net operating loss carryforward 13,926 10,381
Other - 5,789
-------- ----------
Total deferred tax assets 31,343 41,569
-------- ----------
Total net deferred tax assets $ 31,343 $ 41,372
-------- ----------
-------- ----------

The net operating loss carryforwards listed above expire in the years 2000
through 2010.

Realization of the total net deferred tax assets is dependent on generating
future taxable income. The full realization of the $31.3 million of deferred tax
assets carried at April 30, 1996 is dependent upon the Company achieving future
pretax earnings, prior to the expiration of the net operating loss
carryforwards, of $84.7 million. Although realization is not assured, Management
believes that sufficient taxable income will be generated through operations to
realize the net deferred tax assets. The amount of the deferred tax asset
considered realizable, however, could be reduced in the near term if estimates
of future taxable income during the carryforward period are reduced.

Income before income taxes from foreign operations was $0.0 million,
$0.0 million, $0.9 million and, $3.4 million for fiscal years ended April 30,
1996 and 1995, the seven months ended April 30, 1994, and the fiscal year ended
September 30, 1993, respectively.

A reconciliation of the U.S. statutory income tax rate and the effective
rate of the income tax benefit (provision) allocated to continuing operations is
as follows:

SEVEN
FISCAL YEAR MONTHS FISCAL YEAR
ENDED APRIL 30 ENDED ENDED
--------------------------- APRIL 30, SEPTEMBER 30,
1996 1995 1994 1993
--------- ---------- --------- --------------
(IN THOUSANDS)
<S> <C> <C> <C> <C>
Statutory tax rate at 35% (34% for 1993) $ (4,473) $ (752) $ 4,065 $ 8,667
State income taxes, net of federal benefit (536) (108) 210 725
Losses not benefited - - - (2,736)
Other 280 (21) 371 85
--------- --------- ------- ---------
$ (4,729) $ (881) $ 4,646 $ 6,741
--------- --------- ------- ---------
--------- --------- ------- ---------

</TABLE>

13. INCOME (LOSS) PER COMMON AND COMMON EQUIVALENT SHARE

Pro forma net income per share and shares used in per share calculation for
fiscal year 1996 and 1995 have been presented on the consolidated statements of
income as if the conversion of the Company's preferred stock and warrants had
occurred at the later of the beginning of fiscal year 1995 or the issuance
date.

F-15

<PAGE>

Both pro forma and historical income (loss) per share is computed using the
weighted average number of shares of Common Stock and dilutive common stock
equivalents outstanding during the period. Common stock equivalents are
computed on the preferred stock using the if-converted method and on the
outstanding options using the treasury stock method. During the fiscal years
ended 1995 and 1993 the effect upon the historical income (loss) per share of
common stock equivalents was antidilutive and is therefore excluded from the
calculations. Pursuant to the Securities and Exchange Commission Staff
Accounting Bulletins, common stock equivalents also include amounts computed on
options and warrants issued within twelve months of the filing date as if they
were outstanding for all periods presented using the treasury stock method and
the initial public offering price.

The following is a summary of the historical income (loss) per common and
common equivalent share and historical shares used in per share calculation:

SEVEN
YEAR ENDED MONTHS YEAR
APRIL 30, ENDED ENDED
--------------------------- APRIL 30, SEPTEMBER 30,
1996 1995 1994 1993
--------- ---------- --------- --------------
<S> <C> <C> <C> <C>
Historical income (loss) per share:
Continuing operations. . . . . . . . . . $ 0.27 $ (0.17) $ (0.24) $ (1.89)
Discontinued operations. . . . . . . . . 0.30 - 1.76 1.21
------- -------- ------- --------
Total historical income (loss) per share . $ 0.57 $ (0.17) $ 1.52 $ (0.68)
------- -------- ------- --------
------- -------- ------- --------
Weighted average number of shares
(in thousands):
Common stock . . . . . . . . . . . . . . 14,247 11,040 11,168 9,282
Common stock equivalents . . . . . . . . 15,974 2,671 18,053 2,671
------- -------- ------- --------
Historical shares used in per share
calculation . . . . . . . . . . . . . . . 30,221 13,711 29,221 11,953
------- -------- ------- --------
------- -------- ------- --------

</TABLE>

14. LITIGATION AND CONTINGENCIES

Various legal actions arising in the normal course of business have been
brought against the Company and certain of its subsidiaries. Management believes
that the ultimate resolution of these actions will not have a material adverse
effect on the Company's financial position or results of operations, taken as a
whole.

15. SUBSEQUENT EVENTS

Effective May 24, 1996, the Company, through a wholly-owned subsidiary,
acquired certain of the assets and assumed certain of the liabilities of
Dataflex Corporation and of Dataflex's wholly-owned subsidiary, Dataflex
Southwest Corporation. The assets acquired and liabilities assumed comprise
substantially all of the assets and liabilities previously associated with the
business operations of Dataflex known as the Dataflex Western Region and
Dataflex Southwest Region. The two Dataflex regions offer PC product
distribution, service and support in the states of Arizona, California,
Colorado, New Mexico, Nevada and Utah and reported revenues of approximately
$145 million for the fiscal year ended March 31, 1996. The purchase price of
the assets and businesses acquired from Dataflex was approximately $42.0
million, subject to certain post-closing adjustments. Of this amount, the
Company paid approximately $37.0 million in cash on May 29, 1996, with the
remainder due following the completion of an audit of the assets acquired and
the liabilities assumed as of May 31, 1996 and the completion of certain other
post closing matters.

On May 29, 1996, the Company entered into an agreement with a third party
under which the Company received $15.6 million in cash in exchange for providing
the third party the right to receive payments in May, June and July 1997
totaling $20.0 million out of amounts collected from the extended credit owed to
the Company by Merisel FAB. As a result of the agreement, the Company adjusted
a portion of the reserve on its extended credit from Merisel FAB resulting in
additional pre-tax income of $15.6 million during the quarter ended April 30,
1996.

F-16

<PAGE>

On June 5, 1996, the Company entered into an agreement to acquire Mentor
Technologies LTD, ("Mentor"), an Ohio limited partnership providing information
technology training and education. Mentor reported revenues of approximately
$5.5 million for the year ended December 31, 1995. The Company anticipates
accounting for the acquisition as a "pooling of interests" as defined by
Accounting Principals Board Opinion No. 16., BUSINESS COMBINATIONS.
Consummation of the transaction is subject to certain closing conditions and
compliance with applicable law.

F-17

<PAGE>

MENTOR TECHNOLOGIES, LTD.

BALANCE SHEET
(UNAUDITED)

JUNE 30, 1996 AND 1995

ASSETS 1996 1995
------ ------------ ------------
<S> <C> <C>
CURRENT ASSETS
Cash $ (119,673) $ (63,535)
Accounts receivable (net) 1,712,353 805,668
Inventories 45,732 68,516
Prepaid expenses 177,443 77,241
------------ ------------
Total current assets 1,815,855 887,890
------------ ------------

PROPERTY AND EQUIPMENT, AT COST 1,961,274 1,612,724

Less accumulated depreciation and
amortization (1,062,847) (817,984)
------------ ------------
898,427 794,740

OTHER ASSETS 35,051 38,805
------------ ------------
$ 2,749,333 $ 1,721,435
------------ ------------
------------ ------------

</TABLE>

F-18

<PAGE>

MENTOR TECHNOLOGIES, LTD.

BALANCE SHEET
(UNAUDITED)

JUNE 30, 1996 AND 1995

LIABILITIES AND PARTNERS' CAPITAL 1996 1995
--------------------------------- ------------ ------------
<S> <C> <C>
CURRENT LIABILITIES
Current portion of notes payable $ 706,921 $ 454,936
Current portion of capital lease
obligations 50,148 78,055
Accounts payable 1,182,500 355,817
Accrued compensation and benefits 72,649 63,387
Accrued expenses, other 80,147 116,657
Deferred revenues 255,379 205,304
----------- -----------
Total current liabilities 2,347,744 1,274,136
----------- -----------

LONG-TERM LIABILITIES
Notes payable 840,664 614,980
Capital lease obligations 97,268 196,566
Less current portion (757,069) (532,991)
----------- -----------
180,863 305,555
----------- -----------

PARTNERS' CAPITAL
General partner 40,797 13,892
Limited partners 179,929 127,852
----------- -----------
Total partners' capital 220,726 141,744
----------- -----------

$ 2,749,333 $ 1,721,435
----------- -----------
----------- -----------

</TABLE>

F-19

<PAGE>

MENTOR TECHNOLOGIES, LTD.

STATEMENTS OF INCOME
(UNAUDITED)

SIX MONTHS ENDED JUNE 30, 1996 AND 1995

1996 1995
------------ ------------
<S> <C> <C>
REVENUES $ 3,075,920 $ 2,643,355
------------ -----------
TRAINING EXPENSE
Compensation 662,049 814,772
Facilities expense 146,268 80,794
Materials and supplies 328,719 230,125
Equipment 30,721 26,843
Travel - out of town 100,890 81,520
Royalties 100,744 126,272
Depreciation and amortization 128,082 93,204
------------ ------------
Total training expense 1,497,473 1,453,530
------------ ------------

GROSS PROFIT 1,578,447 1,189,825
------------ ------------

MARKETING EXPENSE
Compensation 356,839 238,079
Promotion and travel 120,933 123,468
------------ ------------
Total marketing expense 477,772 361,547
------------ ------------

ADMINISTRATIVE EXPENSE
Compensation 573,757 505,739
Facilities expense 14,368 34,626
Materials and supplies 31,651 43,498
Professional fees 12,000 23,340
Other expense 26,546 35,862
------------ ------------
Total administrative expense 658,322 643,065
------------ ------------

INCOME FROM OPERATIONS 442,353 185,213

NONRECURRING EXPENSES (Note 3) 275,000

INTEREST EXPENSE 72,000 60,001
------------ ------------

NET INCOME $ 95,353 $ 125,212
------------ ------------
------------ ------------

</TABLE>

F-20

<PAGE>
MENTOR TECHNOLOGIES, LTD.

STATEMENTS OF PARTNERS' CAPITAL
(UNAUDITED)

SIX MONTHS ENDED JUNE 30, 1996 AND 1995

GENERAL LIMITED
PARTNER PARTNERS TOTAL
---------- ---------- ---------
<S> <C> <C> <C>
BALANCE - DECEMBER 31, 1994 $ (22,658) $ 113,050 $ 90,392

Net income 89,459 35,753 125,212
Distributions (52,909) (20,951) (73,860)
---------- ---------- ---------

BALANCE - JUNE 30, 1995 13,892 127,852 141,744

BALANCE - DECEMBER 31, 1995 47,959 142,791 190,750

Net income 68,125 27,228 95,353
Distributions (75,287) (30,090) (105,377)
Conversion of warrants 40,000 40,000
---------- ---------- ---------

BALANCE - JUNE 30, 1996 $ 40,797 $ 179,929 $ 220,726
---------- ---------- ---------
---------- ---------- ---------

</TABLE>

F-21

<PAGE>

MENTOR TECHNOLOGIES, LTD.

STATEMENTS OF CASH FLOWS
(UNAUDITED)

SIX MONTHS ENDED JUNE 30, 1996 AND 1995

<TABLE>
<CAPTION>
1996 1995
------------ ------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 95,352 $ 125,212
---------- -----------
Adjustments to reconcile net income to
net cash used in operating activities:
Depreciation and amortization 128,082 93,204
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable (812,295) (71,327)
Inventories (70,987) (43,295)
Prepaid expenses (114,839) (37,146)
Deposits (4,726) (929)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses 742,328 85,038
Deferred revenues (43,671) (39,099)
---------- -----------
Total adjustments 112,219 (13,554)
---------- -----------
Net cash provided by (used in) operating
activities (16,867) 111,658

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment (239,266) (243,385)
---------- -----------
Net cash used in investing activities (239,266) (243,385)
---------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of line of credit 116,000 100,000
Proceeds from issuance of notes payable 184,286 150,000
Payments on notes payable (134,193) (51,509)
Payments on debentures (10,000) -
Principal payments on capital lease obligations (54,511) (58,801)
Distributions to partners (105,377) (73,860)
---------- -----------
Net cash provided by (used in) financing
activities (3,795) 65,830

NET DECREASE IN CASH (259,928) (65,897)

Cash - Beginning of period 140,255 2,362
---------- -----------

Cash - End of period $ (119,673) $ (63,535)
---------- -----------
---------- -----------

</TABLE>

F-22

<PAGE>

MENTOR TECHNOLOGIES, LTD.

NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

The financial statements included herein have not been examined by
independent public accountants, but include all adjustments
(consisting of normal recurring entries) which are, in the opinion of
management, necessary for a fair presentation of the results for such
periods.

Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted
accounting principles have been omitted pursuant to the requirements
of the Securities and Exchange Commission, although the Company
believes that the disclosures included in these financial statements
are adequate to make the information not misleading.

It is suggested that these financial statements be read in conjunction
with the Mentor Technologies, Ltd. financial statements and notes
thereto included in this registration statement or related prospectus.

The results of operations for the interim periods are not necessarily
indicative of the results to be expected for the year.

NOTE 2. INCOME TAXES

The Partnership is a limited partnership and, therefore, the partners
are individually responsible for income taxes that result from the
operations of the Partnership. As such, no federal or state income
taxes are provided for in the accompanying financial statements.

NOTE 3. NON-RECURRING EXPENSE

During June 1996, the Partnership terminated its franchise agreement
with Global Training Network (PPI). The cost associated with the
termination including the fee paid to PPI ($190,000) and related legal
and transitional expenses approximated $275,000.

F-23

<PAGE>

To the Partners
Mentor Technologies, Ltd.

INDEPENDENT AUDITORS' REPORT

We have audited the accompanying balance sheet of Mentor Technologies,
Ltd. (an Ohio limited partnership) as of December 31, 1995 and the related
statements of income, partners' capital and cash flows for the year then ended.
These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the 1995 financial statements referred to above present
fairly, in all material respects, the financial position of Mentor Technologies,
Ltd. as of December 31, 1995, and the results of its operations and its cash
flows for the year then ended in conformity with generally accepted accounting
principles.

HAUSSER & TAYLOR

Columbus, Ohio
March 29, 1996

F-24

<PAGE>

ARTHUR ANDERSEN LLP

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and the
Shareholders of
Mentor Technologies, Ltd.:

We have audited the accompanying statements of income and cash flows of MENTOR
TECHNOLOGIES, LTD. (an Ohio limited partnership) for the year ended December 31,
1994. These financial statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the results of operations of Mentor Technologies, Ltd.
for the year ended December 31, 1994, in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Chicago, Illinois,
March 15, 1995

F-25

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

BALANCE SHEET

DECEMBER 31, 1995

ASSETS 1995
------ -----------

<S> <C>
CURRENT ASSETS
Cash $ 140,255
Accounts receivable (net of allowance for
doubtful accounts of $27,000) 900,058
Inventories 38,634
Prepaid expenses 62,604
-----------

Total current assets 1,141,551
-----------
PROPERTY AND EQUIPMENT, AT COST
Software 97,057
Computer equipment 926,601
Furniture and equipment 301,238
Equipment held under capital leases 331,812
Leasehold improvements 65,300
-----------
1,722,008
Less accumulated depreciation and amortization (935,080)
-----------
786,928
-----------
OTHER ASSETS
Deposits 26,743
Franchise fee (net of accumulated amortization of $2,404) 3,896
-----------
30,639
-----------
$ 1,959,118
-----------
-----------

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-26

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

BALANCE SHEET

DECEMBER 31, 1995

LIABILITIES AND PARTNERS' CAPITAL 1995
--------------------------------- -----------

<S> <C>
CURRENT LIABILITIES
Current portion of notes payable (Note 5) $ 590,828
Current portion of capital lease obligations (Note 4) 104,658
Accounts payable 396,144
Accrued compensation and benefits 99,768
Accrued expenses, other 97,056
Deferred revenues 299,050
-----------

Total current liabilities 1,587,504
-----------

LONG-TERM LIABILITIES
Notes payable (Note 5) 724,571
Capital lease obligations (Note 4) 151,779
Less current portion (695,486)
-----------
180,864
-----------

PARTNERS' CAPITAL
General partner 47,959
Limited partners 142,791
-----------
Total partners' capital 190,750
-----------
$ 1,959,118
-----------
-----------

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-27

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

STATEMENTS OF INCOME

YEARS ENDED DECEMBER 31, 1995 AND 1994

1995 1994
----------- -----------

<S> <C> <C>
REVENUES . . . . . . . . . . . . . . . . . . $ 5,513,132 $ 4,538,750
----------- -----------
TRAINING EXPENSE
Compensation. . . . . . . . . . . . . . . . 1,398,778 1,157,612
Facilities expense. . . . . . . . . . . . . 257,238 214,818
Materials and supplies. . . . . . . . . . . 614,300 475,138
Equipment . . . . . . . . . . . . . . . . . 69,033 60,132
Travel - out of town. . . . . . . . . . . . 180,959 109,277
Royalties . . . . . . . . . . . . . . . . . 284,759 220,104
Depreciation and amortization . . . . . . . 213,892 161,895
----------- -----------
Total training expense. . . . . . . . . 3,018,959 2,398,976
----------- -----------

GROSS PROFIT . . . . . . . . . . . . . . . . 2,494,173 2,139,774
----------- -----------
MARKETING EXPENSE
Compensation. . . . . . . . . . . . . . . . 580,179 480,011
Promotion and travel. . . . . . . . . . . . 216,460 151,088
----------- -----------
Total marketing expense . . . . . . . . 796,639 631,099
----------- -----------

ADMINISTRATIVE EXPENSE
Compensation. . . . . . . . . . . . . . . . 1,204,764 996,907
Facilities expense. . . . . . . . . . . . . 25,752 24,354
Materials and supplies. . . . . . . . . . . 56,729 28,881
Professional fees . . . . . . . . . . . . . 40,016 42,367
Other expense . . . . . . . . . . . . . . . 59,050 41,964
----------- -----------
Total administrative expense . . . . . . 1,386,311 1,134,473
----------- -----------

INCOME FROM OPERATIONS . . . . . . . . . . . 311,223 374,202

NONRECURRING EXPENSES (Note 6) . . . . . . . 57,665 -

INTEREST EXPENSE . . . . . . . . . . . . . . 81,007 103,121
----------- -----------

NET INCOME . . . . . . . . . . . . . . . . . $ 172,551 $ 271,081
----------- -----------
----------- -----------

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-28

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

STATEMENT OF PARTNERS' CAPITAL

YEAR ENDED DECEMBER 31, 1995

GENERAL LIMITED
PARTNER PARTNERS TOTAL
----------- ----------- -----------

<S> <C> <C> <C>
BALANCE - DECEMBER 31, 1994 $ (22,658) $ 113,050 $ 90,392

Net income 123,526 49,025 172,551
Distributions (52,909) (20,951) (73,860)
Capital contributed - 1,667 1,667
----------- ----------- -----------
BALANCE - DECEMBER 31, 1995 $ 47,959 $ 142,791 $ 190,750
----------- ----------- -----------
----------- ----------- -----------

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-29

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 1995 AND 1994

1995 1994
----------- -----------

<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income. . . . . . . . . . . . . . . . . $ 172,551 $ 271,081
----------- -----------
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation and amortization . . . . . . 213,892 161,895
Loss on disposal of property
and equipment. . . . . . . . . . . . . . 602 -
Changes in assets and liabilities:
(Increase) decrease in assets:
Accounts receivable. . . . . . . . . . (165,717) (165,746)
Inventories. . . . . . . . . . . . . . (13,413) (19,726)
Prepaid expenses . . . . . . . . . . . (22,509) (22,602)
Deposits . . . . . . . . . . . . . . . 6,606 (10,881)
Increase (decrease) in liabilities:
Accounts payable and accrued expenses. 142,167 (55,063)
Deferred revenues. . . . . . . . . . . 54,647 45,271
----------- -----------
Total adjustments. . . . . . . . . . 216,275 (66,852)
----------- -----------
Net cash provided by operating
activities. . . . . . . . . . . . . 388,826 204,229
----------- -----------

CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of property and equipment . . . . (308,065) (220,780)
----------- -----------
Net cash used in investing activities (308,065) (220,780)
----------- -----------

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable. . 450,000 275,000
Payments on notes payable. . . . . . . . . (167,251) (121,623)
Principal payments on capital
lease obligations . . . . . . . . . . . . (151,756) (134,465)
Distributions to partners. . . . . . . . . (73,860) -
----------- -----------
Net cash provided by financing
activities. . . . . . . . . . . . . 57,133 18,912
----------- -----------

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-30

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

STATEMENT OF CASH FLOWS (CONTINUED)

YEAR ENDED DECEMBER 31, 1995 AND 1994

1995 1994
------------ -----------
<S> <C> <C>
NET INCREASE IN CASH . . . . . . . . . . . . $ 137,894 $ 2,361

CASH - Beginning of year . . . . . . . . . . 2,361 -
------------ -----------

CASH - End of year . . . . . . . . . . . . . $ 140,255 $ 2,361
------------ -----------
------------ -----------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION
Cash payments for interest . . . . . . . . $ 103,980 $ 108,637
------------ -----------
------------ -----------
SUPPLEMENTAL SCHEDULE OF NONCASH
INVESTMENTS AND FINANCING ACTIVITIES
Capital lease obligations incurred
for use of equipment. . . . . . . . . . . $ 48,168 $ 106,980
------------ -----------
------------ -----------

</TABLE>

The accompanying notes are an integral part of these financial statements.

F-31

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

NOTES TO FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND PURPOSE

Mentor Technologies, Ltd. (the Partnership) is an Ohio limited
partnership organized to provide computer application training and
consulting to companies through its five training centers in Ohio,
which operate under the franchised name Productivity Point
International. The majority of the courseware used in the training
centers is provided by Global Training Network, Inc., dba
Productivity Point International (the Franchiser). As a result,
the Partnership is required to pay for a percentage of its revenues
to the Franchiser for this service and for other services such as
national sales support and marketing collateral materials. The
royalties paid are determined by a franchise agreement and vary
with revenues and the length the franchise has been in operation.

Mentor Technologies, Inc. (an Ohio S Corporation) is the general
partner in accordance with the limited partnership agreement.
Allocation of all income, gains, losses, deductions, credits or
distributions from cash flow are made to the general and limited
partners as a group as follows as of December 31, 1995:

General partner 71.44555%
Limited partners 28.55445%

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

A. Cash and Cash Equivalents - For purposes of the statement of cash
flows, the Partnership considers all highly liquid debt investments
with an original maturity of three months or less to be cash. At
December 31, 1995, the Partnership had cash totaling $104,525 on
deposit with a single financial institution. These amounts are
insured by the Federal Deposit Insurance Corporation up to
$100,000.

B. Inventories - Inventories, consisting of course materials, are
stated at the lower of cost or market determined on the first-in,
first-out (FIFO) basis.

C. Property and Equipment - Property and equipment are stated at cost.
Depreciation on owned assets and amortization on capitalized lease
assets are computed using the straight-line method over the
estimated useful lives as follows:

Years
-----
Software 3
Computer equipment 5
Furniture and equipment 10
Leasehold improvements 10

F-32

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

NOTES TO FINANCIAL STATEMENTS

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Major additions are capitalized while maintenance and repairs which
do not improve or extend the useful lives of the respective assets
are expensed currently.

D. Other Assets - The Partnership paid an initial franchise fee of
$6,300 in 1992 to the Franchiser. This amount was capitalized and
is being amortized using the straight-line method over 10 years.

E. Revenue Recognition - Certain training courses are billed in
advance and revenue is recognized upon performance of the class.
Any amounts invoiced or received in advance are recorded as
deferred revenue in the accompanying balance sheets.

F. Use of Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during
the reporting period. Actual results could differ from those
estimates.

G. Advertising - The Partnership expenses the production costs of
advertising the first time the advertising takes place, except for
direct-response advertising, which is capitalized and amortized
over its expected period of future benefits.

Direct advertising consists primarily of course schedules. The
capitalized costs of the advertising are amortized over the three-
month period. At December 31, 1995, $14,241 of advertising was
reported as prepaid expenses.

H. Concentration of Credit Risk - Credit risk for accounts receivable
is concentrated because substantially all of the balances are
receivable from individuals and entities located within Ohio.

I. Fair Value of Financial Instruments - Financial Accounting
Standards Board ("FASB") Statement No. 107, "Disclosure about Fair
Value of Financial Instruments", is effective for the Partnership's
year ended December 31, 1995. The statement requires disclosure of
fair value information about financial instruments. For certain of
the Partnership's financial instruments including cash,
receivables, accounts and notes payable, and other accrued
liabilities the carrying amounts approximate fair value due to
their short maturities. For long-term notes payable, the
Partnership believes the carrying value will approximate their fair
value.

J. Reclassifications - Certain amounts in the 1994 financial
statements have been reclassified from previously issued statements
to conform to the 1995 presentation.

F-33

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

NOTES TO FINANCIAL STATEMENTS

NOTE 3. RELATED-PARTY TRANSACTIONS

Certain partners of the Partnership are shareholders of the
Franchiser. In addition to the royalties to the Franchiser which
were expensed during 1995 and 1994 (approximately $243,000 and
$197,000, respectively), the Partnership purchased supplies and
promotional items from the Franchiser and paid an allocated portion
of fees into a national advertising fund administered by the
Franchiser, the combined total of which approximated $34,400 and
$6,300, respectively. Total amounts payable to the Franchiser were
approximately $4,900 as of December 31, 1995.

The Partnership has notes and debenture bonds payable to certain
limited partners and shareholders of the general partner which
total $105,000 at December 31, 1995.

The Partnership earned revenues in 1995 and 1994 of approximately
$202,000 and $252,000, respectively, from a customer affiliated
with a limited partner.

NOTE 4. LEASE COMMITMENTS

The Partnership leases facilities, furniture and equipment under
various capital and operating leases which expire at various dates
through 2000. Rent expense under these operating leases for 1995
and 1994 was approximately $189,000 and $147,000, respectively.
Future minimum lease payments under capital and operating leases
are as follows:

Year Ending Capital Operating
December 31 Leases Leases
----------- ----------- -----------
1996 $ 119,495 $ 257,207
1997 23,603 248,099
1998 12,878 189,473
1999 11,658 42,592
2000 11,788 -
----------- -----------
Total minimum lease payments 179,422 $ 737,371
-----------
-----------
Less amount representing interest 27,643
-----------
Present value of minimum lease payments 151,779
Less current portion 104,658
-----------
Long-term portion $ 47,121
-----------
-----------

F-34

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

NOTES TO FINANCIAL STATEMENTS

NOTE 4. LEASE COMMITMENTS (CONTINUED)

At December 31, 1995, the leased equipment is included in property
and equipment as follows:

1995
------------

Equipment held under capital leases $ 331,812
Accumulated amortization 122,597
------------
$ 209,215
------------
------------

NOTE 5. NOTES PAYABLE

Notes payable as of December 31, 1995, consists of the following:

1995
------------

Various debentures sold in private offerings,
interest at 12%, principal due on September
30, 1996 $ 205,000

Note payable to a law firm, non-interest
bearing, payable through training services
on demand 17,764

Revolving note payable to a bank, interest
payable monthly at prime (8.75% at
December 31, 1995) plus 1.5%, maturing April,
1996, maximum principal amount of $200,000 175,000

Note payable to a bank with interest at 8%,
payable in 9 remaining monthly principal
payments of $6,667 60,000

Note payable to a bank with interest at 9.375%,
payable in 19 remaining monthly payments of
$2,400 42,164

F-35

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

NOTES TO FINANCIAL STATEMENTS

NOTE 5. NOTES PAYABLE (CONTINUED)
1995
------------

Note payable to a bank with interest at 11%,
payable in 23 remaining monthly payments of
$5,755 118,218

Note payable to a bank with interest at 10.5%
payable in 25 remaining monthly payments of
$4,766 106,425
------------
724,571
Less current portion 590,828
------------

Long-term portion $ 133,743
------------
------------

Certain of the debentures have detachable warrants which, if
exercised, allow the holder to purchase for $6,667 an additional
200 units of limited partnership interests per each $20,000
debenture held. The warrants were exercisable from August 1, 1995,
to September 30, 1995. The Partnership has assigned no value to
the warrants. The other debentures are convertible at any time
into 200 units of limited partnership interests for each $20,000
debenture held. For each additional 200 limited partnership units
issued, whether as a result of the exercise of a warrant or
conversion of a debenture, the general partner has agreed to
contribute a .75905% interest in the Partnership to the limited
partners as a group. The debentures are unsecured and subordinated
in right of payment to any indebtedness of the Partnership.

The notes payable to a bank are all secured by substantially all
assets of the Partnership.

Future maturities of long-term debt are as follows:

1996 $ 590,828
1997 129,020
1998 4,723
------------
$ 724,571
------------
------------

F-36

<PAGE>

MENTOR TECHNOLOGIES, LTD.
DBA PRODUCTIVITY POINT INTERNATIONAL

NOTES TO FINANCIAL STATEMENTS

NOTE 6. NONRECURRING EXPENSES

During 1995, the Partnership incurred professional fees of $57,665
with attorneys and investment bankers exploring options related to
a financial restructuring, merger or sale of the Partnership. The
outcome of these activities has not been determined as of December
31, 1995.

NOTE 7. INCOME TAXES

The Partnership is a limited partnership and, therefore, the
partners are individually responsible for income taxes that result
from the operations of the Partnership. As such, no federal or
state income taxes are provided for in the accompanying financial
statements.

NOTE 8. RETIREMENT PLAN

In 1995, the Partnership established a defined contribution
retirement plan pursuant to Section 401(k) of the Internal Revenue
Code, covering all eligible employees. Employees become eligible
upon reaching age 21 and completing one year of service. The
Partnership may contribute a certain percentage of employee's
elective contributions. In 1995, the Partnership matched 10% of
employees' contributions to the plan, up to 8%, totaling $4,888.

F-37

<PAGE>

AMENDED AND RESTATED
AGREEMENT AND PLAN OF MERGER

THIS AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the "Agreement"),
is executed to be effective as of June 3, 1996, by and among VANSTAR
CORPORATION, a Delaware corporation ("Vanstar"), VST MIDWEST, INC., a Delaware
corporation ("Buyer", or the "Surviving Corporation"), MENTOR TECHNOLOGIES,
LTD., an Ohio limited partnership (the "Partnership"), MENTOR TECHNOLOGIES, INC.
an Ohio corporation ("Mentor"), and CYBERNETICS TUTOR, INC,, an Ohio corporation
("CTI").

W I T N E S S E T H:

WHEREAS, the respective Boards of Directors of Vanstar and Buyer, the
Boards of Directors of Mentor (both for Mentor individually as the General
Partner of the Partnership and on behalf of the Partnership, pursuant to
authority contained in Section 8(f) of the Partnership Agreement) and CTI (both
for CTI individually and as the sole Limited Partner of the Partnership for
purposes of Section 8(f) of the Partnership Agreement) have approved a plan of
reorganization which contemplates the simultaneous merger of each of Mentor and
CTI with and into Buyer (the "Merger") pursuant to which the outstanding shares
of capital stock of each of Mentor and CTI will be converted into shares of the
$.001 par value common stock of Vanstar ("Vanstar Common"); and

WHEREAS, the parties hereto desire to enter into this Agreement for the
purpose of setting forth certain representations, warranties, covenants and
agreements by each to the others and to set forth the terms and conditions of
the Merger;

NOW, THEREFORE, in consideration of the premises and the mutual covenants
and promises herein contained, and on the terms and subject to the conditions
herein set forth, the parties hereto agree as follows:

ARTICLE I. CLOSING; DEFINITIONS

1.1. CLOSING. The closing for the transactions contemplated by this
Agreement (the "Closing") shall take place at the offices of Porter, Wright,
Morris & Arthur, 41 South High Street, Columbus, Ohio 43215-3406 on a date (the
"Closing Date") selected by Vanstar within 10 Business Days of the satisfaction
or waiver of all conditions precedent set forth in Article VI hereof and
communicated to Mentor and CTI not later than three Business Days immediately
prior thereto. The Certificates of Merger shall be filed with the appropriate
authorities in the States of Delaware and Ohio on or as soon as practicable
after the Closing Date.

1.2. DEFINITIONS. The terms defined in this Section 1.2, whenever used in
this Agreement (including the Schedules), shall have the respective meanings
indicated below for all purposes of this Agreement. All references herein to a
Section, Article or Schedule are to an Article, Section or Schedule of or to
this Agreement, unless otherwise indicated.

AFFILIATE: of a Person means a Person that directly or indirectly
through one or more intermediaries, controls, is controlled by, or is under
common control with, the first Person. "Control" (including the terms
"controlled by" and "under common control with") means the possession,
directly or indirectly, of the power to direct or cause the direction of
the management policies of a person, whether through the ownership of
voting securities, by contract or credit arrangement, as trustee or
executor, or otherwise.

AGREEMENT: this Amended and Restated Agreement and Plan of Merger
including the Exhibits and Schedules hereto.

ANNUAL FINANCIAL STATEMENTS: as defined in Section 3.1.4.

APPLICABLE LAW: all applicable provisions of all (i) constitutions,
treaties, statutes, laws (including the common law), rules, regulations,
ordinances, codes or orders of any Governmental Authority, (ii)
Governmental

A-1

<PAGE>

Approvals and (iii) orders, decisions, injunctions, judgments, awards and
decrees of or agreements with any Governmental Authority.

BUSINESS DAY: shall mean a day other than a Saturday, Sunday or other
day on which commercial banks in New York City are authorized or required
to close.

BUYER: as defined in the preamble of this Agreement.

CERTIFICATE: as defined in Section 2.9.

CERTIFICATES OF MERGER: shall mean the certificates of merger to be
filed with the appropriate authorities in the States of Delaware and Ohio
which are required to effect the Merger in accordance with the Delaware
General Corporation Laws and the Ohio Revised Code, respectively.

CLAIM: as defined in Section 8.1.

CLOSING: the Closing as defined in Section 1.1.

CLOSING DATE: as defined in Section 1.1.

CODE: the Internal Revenue Code of 1986, as amended.

COMPOSITE TAPE: shall mean the report of securities trades on the
Midwest, Pacific, Philadelphia, Boston and Cincinnati exchanges and by the
National Association of Securities Dealers.

CONSENT: any consent, approval, authorization, waiver, permit, grant,
franchise, concession, agreement, license, exemption or order of,
registration, certificate, declaration or filing with, or report or notice
to, any Person, including but not limited to any Governmental Authority.

CONSIDERATION TABLE: as defined in Section 2.4.

CONTINGENT AMOUNT: as defined in Section 2.3.

CONTRACT: as defined in Section 3.1.12(a).

CONVERSION AMOUNT: as defined in Section 2.3.

COVERED RETURNS: as defined in Section 3.1.6.

COVERED TAXES: as defined in Section 3.1.6.

CTI COMMON: as defined in Section 3.1.2(d).

CUT-OFF DATE: April 30, 1996.

CUT-OFF DATE BALANCE SHEET: as defined in Section 3.1.5.

DAMAGES: any and all losses, claims, obligations, demands,
assessments, penalties, liabilities, costs, damages, expenses (including
attorneys' fees), suffered or incurred by a Person and which results from,
arises out of or in any way relates to the matters or circumstances with
respect to which a determination is being made, including, without
limitation, any of the foregoing which results from, arises out of or in
any way relates to a Claim.

DUSTIN: Kerry Dustin, d/b/a Falls River Group.

A-2

<PAGE>

DUSTIN CONSENT: as defined in Section 5.9.

DUSTIN ESCROW SHARES: a number of shares of Vanstar Common equal to
nine percent (9%) of the Dustin Shares.

DUSTIN INITIAL SHARES: a number of shares of Vanstar Common equal to
ninety-one percent (91%) of the Dustin Shares.

DUSTIN OBLIGATION: as defined in Section 3.1.25.

DUSTIN SHARES: a number of shares of Vanstar Common equal to one
nineteenth (1/19) of the Merger Shares.

EFFECTIVE TIME: the date and time at which the filing of the
Certificates of Merger in the States of Ohio and Delaware has occurred in
the manner required to cause the Merger to become effective under the
Applicable Law in Delaware and Ohio.

EMPLOYEE: as defined in Section 3.1.22.

EMPLOYEE BENEFIT PLAN: as defined in Section 3.1.22.

EMPLOYMENT AGREEMENT: as defined in Section 6.2.11.

ENVIRONMENTAL LAWS: all Applicable Law relating to the protection of
the environment, to human health and safety, or to any emission, discharge,
generation, processing, storage, holding, abatement, existence, release,
threatened release or transportation of any hazardous substances,
including, without limitation, (i) CERCLA, the Resource Conservation and
Recovery Act, and the Occupational Safety and Health Act, (ii) all other
requirements pertaining to reporting, licensing, permitting, investigation
or remediation of emissions, discharges, releases or threatened releases of
hazardous materials into the air, surface water, ground water or land, or
relating to the manufacture, processing, distribution, use, sale,
treatment, receipt, storage, disposal, transport or handling of hazardous
substances, and (iii) all other requirements pertaining to the protection
of the health and safety of employees or the public.

ERISA: the Employee Retirement Income Security Act of 1974, as
amended.

ESCROW ACCOUNT: the separate account or fund maintained by the Escrow
Agent pursuant to the Escrow Agreement for purposes of holding and
administering the Vanstar Common comprising the Contingent Amount and cash
for purposes of purchasing fractional shares of Vanstar Common and any
other amounts that may be contained therein from time to time, as required
by Section 2.9.

ESCROW AGENT: the bank or trust company selected to administer the
Escrow Agreement, as contemplated by Section 8.1.

ESCROW AGREEMENT: the Escrow Agreement among the Escrow Agent, the
Shareholders Representative, Vanstar and Buyer, in the form of Exhibit B
hereto.

EXCHANGE PRICE: as defined in Section 2.2.4.

FINANCIAL STATEMENTS: each of the financial statements required to be
provided by Section 3.1.4.

FRANCHISE TERMINATION AGREEMENT: shall mean that certain Franchise
Termination Agreement dated as of November 8, 1995, among Mentor, the
Partnership, GTN, and others relating to various rights and obligations in
connection with an option granted to the Partnership to terminate its
franchise relationship with GTN. A

A-3

<PAGE>

conformed copy of the Franchise Termination Agreement has been furnished to
Vanstar and Buyer prior to the execution of this Agreement.

GAAP: generally accepted accounting principles as in effect in the
United States as of the date of any application thereof, consistently
applied.

GOVERNMENTAL APPROVAL: any Consent of, with or from any Governmental
Authority.

GOVERNMENTAL AUTHORITY: any nation or government, any state or other
political subdivision thereof, any entity exercising executive,
legislative, judicial, regulatory or administrative functions of or
pertaining to government, including, without limitation, any government
authority, agency, department, board, commission or instrumentality of the
United States, any State of the United States or any political subdivision
thereof, and any tribunal or arbitrator(s) of competent jurisdiction, and
any self-regulatory organization.

GTN: Global Training Network, Inc.

GTN CONFIDENTIAL INFORMATION: shall mean the proprietary information
of GTN, referred to in Article II, Section 13 of the Franchise Termination
Agreement.

INITIAL AMOUNT: as defined in Section 2.3.

INTELLECTUAL PROPERTY: any and all United States and foreign: (a)
patents (including design patents, industrial designs and utility models)
and patent applications (including reexaminations, docketed patent
disclosures awaiting filing, reissues, divisions, continuations-in-part and
extensions), patent disclosures awaiting filing, provisional applications,
reissues, divisions, contributions, continuations - in-part and extensions,
inventions and improvements thereto; (b) trademarks, service marks, trade
names, trade dress, logos, business and product names, slogans, and
registrations and applications for registration thereof; (c) copyrights
(including all software) and registrations thereof; (d) inventions,
processes, designs, formulae, trade secrets, know-how, industrial models,
confidential and technical information, manufacturing, engineering and
technical drawings, product specifications and confidential business
information; (e) mask work and other semiconductor chip rights and
registrations thereof; (f) intellectual property rights similar to any of
the foregoing; (g) copies and tangible embodiments thereof (in whatever
form or medium, including electronic media).

IRS: the Internal Revenue Service.

LEASED REAL PROPERTY: means all interests leased pursuant to the
Leases.

LEASES: means the real property leases, subleases, licenses and
occupancy agreements pursuant to which any of Mentor, CTI or the
Partnership is the lessee, sublessee, licensee or occupant.

LIEN: any mortgage, pledge, hypothecation, right of others, claim,
security interest, encumbrance, lease, sublease, license, occupancy
agreement, adverse claim or interest, easement, covenant, encroachment,
burden, title defect, title retention agreement, voting trust agreement,
interest, equity, option, lien, right of first refusal, charge or other
restrictions or limitations of any nature whatsoever, including but not
limited to such as may arise under any Contracts.

MATERIAL ADVERSE EFFECT: with regard to any Person, any event,
occurrence, fact, condition, change or effect that individually or in the
aggregate with similar events, occurrences, facts, conditions, changes or
effects will or can reasonably be expected to result in a cost, expense,
charge, liability, loss of revenue or diminution in value equal to or
greater than $50,000.

MENTOR COMMON: as defined in Section 3.1.2(d).

A-4

<PAGE>

MENTOR'S ACCOUNTANTS: Arthur Andersen, LLP, as to any period ending
on or before December 31, 1994, and Hausser+Taylor, as to any period ending
on or after January 1, 1995.

MERGER: as defined in the Preamble of this Agreement.

MERGER SHARES: as defined in Section 2.2.

PARTNERSHIP: as defined in the Preamble of this Agreement.

PARTNERSHIP AGREEMENT: as defined in Section 3.1.2(e).

PARTNERSHIP INTEREST: the interest in the Partnership owned by Mentor
and CTI, as the case may be.

PERMITTED LIENS: deposits under workmen's compensation, unemployment
insurance or social security laws, or to secure statutory obligations or
surety or other similar bonds; mechanic's, suppliers', carriers',
warehousemen's or similar liens; liens securing Taxes, government charges
or other governmental levies which are not yet due and payable, or being
contested in good faith by appropriate proceedings with adequate reserves
in conformity with generally accepted accounting principles; and the
interest or title of any lessor in property subject to a lease of property.

PERSON: any natural person, firm, partnership, association,
corporation, company, limited liability company, limited partnership,
trust, business trust, Governmental Authority or other entity.

PRICE: the closing sales price of the Vanstar Common on the Composite
Tape, at the time of any application thereof.

REQUIRED MENTOR VOTE: as defined in Section 6.2.6.

ROLL-UP RULES: as defined in Section 3.1.2(e).

SEC: the Securities and Exchange Commission.

SECURITIES ACT: The Securities Act of 1933, as amended.

SHAREHOLDER: shall refer to a shareholder of Mentor or CTI, as the
context requires.

SHAREHOLDERS REPRESENTATIVE: as defined in Section 8.2.

SUBSEQUENT MONTHLY FINANCIAL STATEMENTS: as defined in Section 4.1.4.

SUBSIDIARIES: each corporation or other Person in which a Person owns
or controls, directly or indirectly, capital stock or other equity
interests representing at least 50% of the outstanding voting stock or
other equity interests or conferring the power to name a majority of the
members of the Board of Directors or other governing body or otherwise
direct the management or policies thereof.

SURVIVING CORPORATION: as defined in Section 2.1.

TAX: any federal, state, provincial, local, foreign or other income,
alternative minimum, accumulated earnings, personal holding company,
franchise, capital stock, net worth, capital, profits, windfall profits,
gross receipts, value added, sales, use, goods and services, excise,
customs duties, transfer, conveyance, mortgage, registration, stamp,
documentary, recording, premium, severance, environmental (including taxes
under Section 59A of the Code), real property, personal property, ad
valorem, intangibles, rent, occupancy, license, occupational, employment,
unemployment insurance, social security, disability, workers' compensation,
payroll, health care, withholding,

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estimated or other similar tax, duty or other governmental charge or
assessment or deficiencies thereof (including all interest and penalties
thereon and additions thereto whether disputed or not).

TAX RETURN: any return, report, declaration, form, claim for refund
or information return or statement relating to Taxes, including any
schedule or attachment thereto, and including any amendment thereof.

TRANSACTION EXPENSES: as defined in Section 10.1.

UNAUDITED FINANCIAL STATEMENTS: as defined in Section 3.1.4.

VANSTAR: as defined in the Preamble of this Agreement.

VANSTAR'S ACCOUNTANTS: Ernst & Young.

VANSTAR COMMON: as defined in the Preamble of this Agreement.

VANSTAR UNDERWRITING AGREEMENT: the Underwriting Agreement between
Vanstar and Robertson, Stephens & Company, LLC in connection with Vanstar's
initial public offering of Vanstar common stock commencing on or about
March 11, 1996.

VOTING AGREEMENT: The Voting Agreement in the form of Exhibit E
hereto, pursuant to which certain Shareholders of Mentor and CTI shall
agree to vote for the Merger.

WITHHOLDING TAXES: as defined in Section 3.1.6(a).

ARTICLE II. EFFECT OF MERGER AND CONSIDERATION TO BE RECEIVED BY THE
SHAREHOLDERS AT CLOSING

2.1. EFFECT OF MERGER. At the Effective Time, subject in all instances to
each of the terms, conditions, provisions and limitations contained in this
Agreement (i) each of Mentor and CTI will be simultaneously merged with and into
Buyer by filing the Certificates of Merger with the Secretary of State of the
States of Delaware and Ohio, (ii) each share of Mentor Common and each share of
CTI Common outstanding at the Effective Time, shall be automatically converted
into the number of shares of Vanstar Common described in Section 2.2 below, and
(iii) each outstanding share of capital stock of Buyer shall remain outstanding
and unchanged with Vanstar continuing to own all of such shares of capital stock
of Buyer, as the Surviving Corporation.

At the Effective Time, upon the merger of Mentor and CTI with and into
Buyer, the corporate existence of each of Mentor and CTI shall cease and
thereupon Mentor, CTI and Buyer shall be a single corporation, to wit, the
Surviving Corporation. The corporate existence of Buyer, with all its rights,
privileges, immunities, powers and franchises, subject to all of its liabilities
and obligations, shall continue unaffected and unimpaired by the Merger. As the
Surviving Corporation, Buyer shall, from and after the Effective Time, possess
all of the rights, privileges, immunities, powers and franchises of a public as
well as of a private nature, of each of Mentor, CTI and Buyer, and all property,
real, personal and mixed, and all debts, liabilities and obligations due by any
of Mentor, CTI or Buyer on whatever account, and each and every other interest
of, or obligation belonging to, or due from, any of Mentor, CTI or Buyer, shall
be deemed to automatically be vested in Buyer, as the Surviving Corporation,
without further act or deed. The Surviving Corporation hereby consents to be
sued and served with process in Ohio and irrevocably appoints the Secretary of
State of Ohio as its agent to accept service of process in any proceeding in
Ohio to enforce against the Surviving Corporation any obligation of Mentor or
CTI or to enforce the rights of a dissenting shareholder of Mentor or CTI.

2.2. DESCRIPTION OF CONSIDERATION. At the Effective Time, pursuant to and
in the manner herein provided, all of the Mentor Common and CTI Common owned by
their respective shareholders (collectively, "Shareholders") will be converted
into and exchanged for shares of Vanstar Common (such aggregate amount being
referred to as the "Merger Shares"), determined as follows:

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2.2.1 If the Price of the Vanstar Common on the Valuation Date
equals or exceeds $10.00 per share, but is less than $13.00 per share,
then, in such event, the aggregate number of shares of Mentor Common and
CTI Common, as owned by their respective Shareholders, will be converted
into and exchanged for an aggregate number of shares of Vanstar Common
equal to 332,500 minus the product obtained by multiplying 47,500 by a
fraction, the numerator of which shall be the amount by which the Price of
the Vanstar Common on the Valuation Date exceeds $10.00 (but not more than
$3.00) and the denominator of which shall be $3.00; provided, however, that
the application of the foregoing shall in no event result in the number of
shares of Vanstar Common to be issued pursuant hereto being greater than
332,500 shares nor less than 285,000 shares.

2.2.2 If the Price of the Vanstar Common on the Valuation Date is
less than $10.00 per share, then, in such event, the aggregate number of
shares of Mentor Common and CTI Common as owned by their respective
Shareholders, will be converted into and exchanged for an aggregate of
332,500 shares of Vanstar Common.

2.2.3 If the Price of the Vanstar Common on the Valuation Date is
$13.00 per share or more, then, in such event, the aggregate number of
shares of Mentor Common and CTI Common, as owned by their respective
Shareholders, will be converted into and exchanged for an aggregate of
285,000 shares of Vanstar Common.

2.2.4 The Price of the shares of Vanstar Common to be delivered to
the Shareholders pursuant to the Merger (the "Exchange Price") shall be
equal to the average (rounded to the nearest one-eighth of the closing
prices of the Vanstar Common) as reported on the Composite Tape, for the
five (5) consecutive trading days preceding two (2) trading days
immediately preceding the Closing Date (the "Valuation Date").

2.2.5 If, prior to the Effective Time, Vanstar should split or
combine the outstanding shares of Vanstar Common, or pay a stock dividend
or other stock distribution in Vanstar Common, then the aggregate
consideration to be paid for the Mentor Common and the CTI Common pursuant
to Sections 2.2.1 through 2.2.4 above, shall be appropriately adjusted to
reflect such split, combination, dividend, or other distribution.

2.3. CATEGORIES OF STOCK. The Merger Shares to be delivered to the
Shareholders upon the conversion of their outstanding shares of Mentor Common
and CTI Common, as the case may be, as described in Section 2.2 above, shall be
divided into two categories, the "Initial Amount," which shall be an amount of
Vanstar Common equal to 91% of the Merger Shares, as determined in accordance
with Section 2.2 above, and the "Contingent Amount," which shall be an amount of
Vanstar Common equal to 9% of the Merger Shares, as determined in accordance
with Section 2.2 above. The Initial Amount shall be delivered to the
Shareholders at or as soon as practicable following the Effective Time, subject
to the compliance by the Shareholders with the exchange requirements relating
thereto set forth in Section 2.9 below. The Contingent Amount shall be
deposited with the Escrow Agent and either delivered in whole or part to the
Shareholders or returned in whole or in part to Vanstar as provided hereafter
and in the Escrow Agreement. At the Effective Time, the outstanding shares of
Mentor Common and outstanding shares of CTI Common of each Shareholder shall be
converted into the right to receive the number of shares of Vanstar Common (the
"Conversion Amount") equal to the sum of (i) the Initial Amount and (ii) upon
the expiration of the Escrow Period and after any adjustments for the payment of
any Claims, as described in Article VIII herein, the Contingent Amount,
multiplied by the percentage applicable to such Shareholder as set forth in the
Consideration Table referred to in Section 2.4 below, together, in each case,
with any cash resulting from the repurchase by Vanstar of any fractional shares,
as contemplated by Section 2.9 hereof.

2.4. ALLOCATION OF VANSTAR COMMON. Attached hereto as Exhibit A is a
Consideration Table (the "Consideration Table") which sets forth the respective
percentages of Vanstar Common to be allocated to each of the respective
Shareholders of Mentor and CTI and, assuming the Dustin Consent is obtained, to
Dustin, for purposes of determining the number of shares of Vanstar Common to be
delivered to such Shareholders and Dustin, which percentage shall be applied to
both the Initial Amount and the Contingent Amount. In the event that the
percentage set forth in the Consideration Table as allocated to a particular
Shareholder or Dustin results in a fractional share of Vanstar Common being
deliverable to such Shareholder, such Shareholder or Dustin shall receive, in
lieu of such fractional share, a cash payment based upon the Exchange Price, as
described in Section 2.9 below.

2.5. ESCROW ACCOUNT. At the Closing, Buyer shall deposit with the Escrow
Agent shares of Vanstar Common representing the Contingent Amount of the Vanstar
Common and, if the Dustin Consent is obtained, the Dustin Escrow Shares to be
held in the Escrow Account and administered in accordance with the Escrow
Agreement, together

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with sufficient cash to repurchase any fractional shares, as contemplated by
Section 2.9 hereof. The Escrow Agent shall administer the Escrow Account, as it
may exist from time to time, on behalf of Vanstar, Buyer and the Shareholders
and Dustin and, subject to the Escrow Agreement, for the purposes of securing
the Shareholders' indemnity obligations under Article VIII hereof.

2.6. CERTIFICATE OF INCORPORATION OF THE SURVIVING CORPORATION, LOCATION OF
PRINCIPAL OFFICE, APPOINTMENT OF STATUTORY AGENT, ETC. The certificate of
incorporation of Buyer immediately prior to the Effective Time shall be the
Certificate of Incorporation of the Surviving Corporation at and after the
Effective Time. The location of the principal office of the Surviving
Corporation shall be in Pleasanton, California. The Surviving Corporation
intends to continue transacting business in Ohio as a foreign corporation. The
Surviving Corporation hereby appoints CT Corporation System, Inc. as its
statutory agent for purpose of accepting service of any process, notice, or
demand upon the Surviving Corporation and hereby irrevocably consents to service
of process upon that agent for so long as the authority of that agent continues
and upon the Secretary of State in any of the events provided for in Section
1703.19 of the Ohio Revised Code.

2.7. BYLAWS OF THE SURVIVING CORPORATION. The bylaws of Buyer immediately
prior to the Effective Time shall be the bylaws of the Surviving Corporation at
and after the Effective Time.

2.8. BOARD OF DIRECTORS AND OFFICERS OF THE SURVIVING CORPORATION. The
board of directors and officers of Buyer immediately prior to the Effective Time
shall be the board of directors and the officers of the Surviving Corporation at
and after the Effective Time, and such persons shall serve in such positions for
the respective terms provided by law or in the bylaws of Buyer and until their
respective successors are elected and qualified.

2.9. EXCHANGE REQUIREMENTS. Immediately prior to the Effective Time,
Vanstar shall deposit with the Escrow Agent shares of Vanstar Common
representing the Initial Amount and, assuming the Dustin Consent is obtained,
the Dustin Initial Shares and sufficient cash to repurchase any fractional
shares, as hereinafter described, to be held by the Escrow Agent and distributed
to the Shareholders in accordance with this Agreement and the Escrow Agreement.
As soon as practicable after the Effective Time, the Escrow Agent shall mail to
each holder of record of Mentor Common and CTI Common a letter of transmittal,
which shall specify that delivery shall be effected, and risk of loss and title
to the certificates representing shares of Mentor Common and CTI Common (the
"Certificates") shall pass, only upon actual delivery of the Certificates to the
Escrow Agent and shall contain instructions for use in effecting the surrender
of the Certificates in exchange for the Conversion Amount. Upon surrender of a
Certificate for cancellation to the Escrow Agent, together with such letter of
transmittal, duly executed, the holder of such Certificate shall receive in
exchange therefor that portion of the Initial Amount and shall be entitled to
receive, upon the expiration of the Escrow Period, that portion of the
Contingent Amount (as adjusted for the payment of any Claims in accordance with
Article VIII) for the shares of Mentor Common or CTI Common represented by such
Certificate, and the Certificate so surrendered shall forthwith be cancelled.
Assuming the Dustin Consent is obtained, the Escrow Agent shall provide to
Dustin a separate letter of transmittal containing provisions for Dustin's
release of the Dustin Obligation, the delivery of the Dustin Initial Shares and,
upon the expiration of the Escrow Period, the delivery of the Dustin Escrow
Shares (adjusted for the payment of any Claims in accordance with Article VIII).
Until surrendered as contemplated by this Section 2.9, each Certificate shall,
at and after the Effective Time, be deemed to represent only the right to
receive, upon surrender of such Certificate, that portion of the Initial Amount
and the Conversion Amount with respect to each share of Mentor Common or CTI
Common represented thereby in accordance with the terms of this Agreement, as
follows:

a. At the Effective Time, each holder of a Certificate shall receive
that portion of the Initial Amount for the Mentor Common or CTI Common
represented by a Certificate. If that portion of the Initial Amount
allocable to any Shareholder shall result in a fractional share of Vanstar
Common being allocated to such Shareholder, such Shareholder shall receive
only the number of whole shares so allocable and any such fractional share
shall be repurchased by Vanstar (based upon the Exchange Price) and the
amount payable with respect thereto shall be paid to such Shareholder out
of the cash funds in the Escrow Account to be used for such purpose;

b. Upon the expiration of the Escrow Period and upon the
satisfaction of the conditions set forth in Article VIII with respect to
the adjustments for the payment of Claims provided for therein, each holder
of a Certificate shall be entitled to receive that portion of the
Contingent Amount for the Mentor Common or CTI Common represented by a
Certificate. If the portion of the Contingent Amount allocable to any
Shareholder shall result in a fractional share of Vanstar Common being
allocated to such Shareholder, such Shareholder shall receive

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only the number of whole shares so allocated and any such fractional shares
shall be repurchased by Vanstar (based upon the Exchange Price) and the
amount payable with respect thereto shall be paid to such Shareholder out
of the cash funds in the Escrow Account to be used for such purpose; and

c. Any payment to be made to a Shareholder or Dustin for fractional
shares shall be made at the time of the distribution of the Initial Amount
(or Dustin Initial Shares) or the Contingent Amount (or Dustin Escrow
Shares), as the case may be.

2.10. DIVIDENDS. No dividends or other distributions that are declared
on or after the Effective Time on Vanstar Common or which are otherwise payable
to the holders of record of Vanstar Common on or after the Effective Time will
be paid to Persons entitled by reason of the Merger to receive Vanstar Common
until such Persons surrender their Certificates, as provided in this Article II.
Subject to the effect of Applicable Law, there shall be paid to the record
holder of Vanstar Common (i) at the time of such surrender or as promptly as
practicable thereafter, the amount of any dividends or other distributions
theretofore paid with respect to whole shares of Vanstar Common and having a
record date on or after the Effective Time and a payment date prior to such
surrender and (ii) at the appropriate payment date or as promptly as practicable
thereafter, the amount of dividends or other distributions payable with respect
to Vanstar Common and having a record date on or after the Effective Time but
prior to surrender and a payment date subsequent to surrender. In no event
shall the Person entitled to receive such dividends or other distributions be
entitled to receive interest on such dividends or other distributions.

2.11. RETURN OF VANSTAR COMMON. Any portion of the Vanstar Common and
any dividends or distributions with respect thereto which remain undistributed
to the former holders of Mentor Common and CTI Common for three (3) months after
the expiration of the Escrow Period shall be delivered to Vanstar, upon demand
of Vanstar, and any former holders of Mentor Common and CTI Common who have not
theretofore complied with this Article II shall thereafter look only to Vanstar
for payment of their Conversion Amount into which such Mentor Common and CTI
Common are convertible, any cash in lieu of fractional shares of Vanstar Common,
and any dividends or distributions with respect to the Vanstar Common.

2.12. NO FURTHER OWNERSHIP RIGHTS IN COMMON STOCK. All Vanstar Common
issued, and all cash paid pursuant to this Article II, upon the surrender in
exchange for Certificates in accordance with the terms hereof, shall be deemed
to have been issued or paid, as the case may be, in full satisfaction of all
rights pertaining to the Mentor Common and CTI Common, as the case may be, or
the Dustin Obligation, arising out of or in any way relating to this Agreement
and the Merger contemplated hereby.

2.13. CLOSING OF MENTOR AND CTI TRANSFER BOOKS. At the Effective Time,
the stock transfer books of Mentor and CTI shall be closed and no transfer of
Mentor Common or CTI Common shall thereafter be made. If, after the Effective
Time, Certificates are presented to Vanstar, they shall be cancelled and
exchanged as provided in this Article II.

2.14. DISSENTERS' RIGHTS. To the extent that any Shareholders exercise
dissenters' rights pursuant to applicable provisions of the Ohio Revised Code,
each share of Mentor Common and each share of CTI Common of such holders shall
not be converted into a right to receive the Initial Amount and Contingent
Amount, but shares of Vanstar Common representing the Initial Amount and
Contingent Amount attributable to such shares shall be held by the Escrow Agent
subject to the provisions of such law. If any such Shareholder fails to perfect
or withdraws or loses its dissenters' rights, such shares of Mentor Common or
CTI Common, as applicable, shall then be treated as if they had been converted
as of the Effective Time into a right to receive the Initial Amount and
Contingent Amount (in accordance with Section 2.3).

2.15. FURTHER ASSURANCES. If at any time after the Effective Time the
Surviving Corporation shall reasonably determine that any deeds, bills of sale,
assignments or assurances or any other acts or things are necessary, desirable
or proper (i) to vest, perfect or confirm, of record or otherwise, in the
Surviving Corporation, its right, title or interest in, to or under any of the
rights, privileges, powers, franchises, properties or assets of Mentor, CTI or
the Partnership, or (ii) otherwise to carry out the purposes of this Agreement,
the Surviving Corporation and its proper officers and directors or their
designees shall be authorized to execute and deliver, in the name and on behalf
of each of such corporations and the Partnership, all such deeds, bills of sale,
assignments and assurances and do, in the name and on behalf of each of such
corporations and the Partnership, all such other acts and things necessary,
desirable or proper to vest, perfect or confirm

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its right, title or interest in, to or under any of the rights, privileges,
powers, franchises, properties or assets of such corporations and the
Partnership and otherwise to carry out the purposes of this Agreement and the
transactions contemplated hereby.

ARTICLE III. REPRESENTATIONS AND WARRANTIES

3.1. REPRESENTATIONS AND WARRANTIES OF MENTOR, CTI AND THE PARTNERSHIP.
Mentor, CTI and the Partnership, jointly and severally, represent and warrant to
Vanstar and Buyer as follows:

3.1.1 AUTHORIZATION, ETC. Each of Mentor, CTI and the Partnership
has the corporate or partnership power and authority, as the case may be,
to execute and deliver this Agreement and each of the other agreements
required to be executed and delivered by it hereunder or pursuant hereto,
and to perform fully its obligations hereunder, and thereunder, and to
consummate the transactions contemplated hereby and thereby. The execution
and delivery by each of Mentor, CTI and the Partnership of this Agreement
have been, and the execution and delivery of each of the other agreements
required to be executed and delivered by it hereunder or pursuant hereto
and the consummation of the transactions contemplated hereby and thereby
will not later than Closing have been, duly authorized by all requisite
corporate or partnership action of Mentor, CTI and the Partnership, as the
case may be. Each of Mentor, CTI and the Partnership has duly executed and
delivered this Agreement and on the Closing Date each of Mentor, CTI and
the Partnership will have duly executed and delivered each of the other
agreements required to be executed and delivered by it hereunder or
pursuant hereto. This Agreement is, and on the Closing Date each of the
other agreements required to be executed and delivered by Mentor, CTI and
the Partnership hereunder or pursuant hereto will be, legal, valid and
binding obligations of Mentor, CTI and the Partnership, as the case may be,
enforceable against Mentor, CTI or the Partnership, as the case may be, in
accordance with their respective terms, subject to bankruptcy, insolvency,
reorganization, fraudulent transfer and conveyance, receivership,
moratorium and similar laws affecting creditors' rights generally.

3.1.2 CORPORATE AND PARTNERSHIP STATUS.

a. Each of Mentor and CTI is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Ohio, with full corporate power and authority to carry on its business
and to own or lease and to operate its properties as and in the places
where such business is conducted and such properties are owned, leased
or operated.

b. Each of Mentor and CTI is duly qualified or licensed to do
business and is in good standing in each of the jurisdictions
specified in SCHEDULE 3.1.2(b), which are the only jurisdictions in
which the conduct of its business or the character of the properties
owned, leased or operated by it makes such qualification or licensing
necessary.

c. Each of Mentor and CTI has delivered to Vanstar and Buyer
complete and correct copies of its certificate of incorporation and
Code of Regulations or other organizational documents, in each case,
as amended and in effect on the date hereof. Neither Mentor nor CTI
is in violation of any of the provisions of its certificate of
incorporation or Code of Regulations or any other organizational
documents.

d. The authorized capital stock of Mentor consists solely of
5,000 shares of no par value common stock, of which 3,586 shares are
issued and outstanding (the "Mentor Common"). The authorized capital
stock of CTI consists solely of 8,000 shares of no par value common
stock, of which 7,944 shares are currently issued and outstanding (the
"CTI Common"). All of the issued and outstanding shares of capital
stock of Mentor and CTI are owned of record and beneficially by the
Shareholders in the respective amounts set forth as to each
Shareholder on SCHEDULE 3.1.2(d), and all of such shares of capital
stock of Mentor and CTI have been duly authorized and validly issued,
free of any pre-emptive rights of shareholders, and are fully paid and
non-assessable. Except for certain

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outstanding debentures which are convertible into shares of CTI, and
certain warrants entitling the holder to purchase shares of CTI, both
of which are set forth on SCHEDULE 3.1.2(e) and will be exercised, if
at all, prior to Closing, there are no rights, subscriptions, warrants,
options, conversion rights or agreements of any kind outstanding to
purchase or otherwise acquire from Mentor or CTI any shares of capital
stock of Mentor or CTI or securities or other obligations of any kind
of Mentor or CTI convertible into or exchangeable for any shares of
capital stock of Mentor or CTI. Neither Mentor nor CTI has any
subsidiaries nor does Mentor or CTI own any direct or indirect or
beneficial interest, by stock ownership or otherwise, in any firm,
corporation, partnership, association or business enterprise, except
the Partnership.

e. The Partnership has been duly and validly organized as an
Ohio limited partnership. Under the terms of the Partnership
Agreement, Mentor owns 75.905% of the Percentage Interests in the
Partnership, as that term is defined in the Partnership Agreement.
However, under the terms of its 1987 offerings of debentures, Mentor
agreed to reallocate a portion of its Percentage Interests to the
limited partners upon the conversion of the debentures and the
exercise of the warrants. As of the execution of this Agreement,
Mentor owns 68.4094% of the Partnership Interests. If all remaining
warrants are exercised and all outstanding debentures converted,
Mentor will at Closing own 64.0448% of the Partnership Interests. CTI
owns all other Partnership Interests. Attached to SCHEDULE 3.1.2(e)
is a correct and complete copy of the Agreement of Limited Partnership
of the Partnership, together with all amendments thereof (the
"Partnership Agreement"). No Person other than Mentor and CTI has,
owns, possesses or holds or is entitled to receive any rights,
benefits, equity or any other interests, direct or indirect, in the
Partnership. The conversion of the prior interests of the Limited
Partners ("Limited Partners") of the Partnership into shares of
capital stock of CTI was effected in a manner so as to (i) comply
fully with the provisions of the Partnership Agreement, (ii)
completely and effectively eliminate all of the rights of the Limited
Partners, as such, in the Partnership, without creating or incurring
any liability to the Limited Partners, or to any other Person, as a
result thereof or in connection therewith, (iii) result in the legal
and valid conversion of the interests of the Limited Partners into
shares of CTI Common as set forth, as to each former Limited Partner,
on SCHEDULE 3.1.2(d) hereto, and (iv) not to subject the Partnership,
or any other Person (including Vanstar and Buyer following the Merger)
to Subpart 900 of Regulation S-K, promulgated under the Securities Act
and the Securities Exchange Act of 1934, as amended (the "Roll-up
Rules"), assuming the Merger is approved by the Required Mentor Vote.

3.1.3 NO CONFLICTS, ETC. The execution, delivery and performance
by each of Mentor, CTI and the Partnership of this Agreement and the other
agreements executed and delivered by it hereunder or pursuant hereto and
the consummation of the transactions contemplated hereby and thereby, do
not and will not conflict with or result in a violation of or a default
under (with or without the giving of notice or the lapse of time or both)
(i) any Applicable Law applicable to Mentor, CTI or the Partnership, or any
of their Affiliates or any of the properties or assets of Mentor, CTI or
the Partnership, (ii) the certificate of incorporation or Code of
Regulations or other organizational documents of either Mentor or CTI or
the Partnership Agreement, or (iii) except as set forth in SCHEDULE 3.1.3,
any Contract or other contract, agreement or other instrument to which
Mentor, CTI or the Partnership or any of their Affiliates is a party or by
which Mentor, CTI or the Partnership or any of their respective properties
or assets may be bound or affected. Except as specified in SCHEDULE 3.1.3,
no Governmental Approval or other Consent is required to be obtained or
made by Mentor, CTI or the Partnership in connection with the execution and
delivery of this Agreement or any of the other agreements to be executed
and delivered by any of them hereunder or pursuant hereto or the
consummation of the transactions contemplated hereby or thereby, except
such required Governmental Approvals and Consents which, if not obtained,
would not, individually or in the aggregate, cause a Material Adverse
Effect.

3.1.4 FINANCIAL STATEMENTS. Mentor, CTI and the Partnership have
delivered to Vanstar and Buyer (a) audited financial statements of Mentor
and the Partnership as at and for the periods ended December 31, 1994 and
1995, together with, in each case, a report thereon by Mentor's Accountants
(collectively, the "Annual Financial Statements"), (b) unaudited
consolidated financial statements of Mentor and the Partnership for the
four month period ended April 30, 1996 (the "Unaudited Financial
Statements"), including, in each of clauses (a) and (b), a balance

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sheet, statement of income and retained earnings and a statement of cash
flows (the Audited Financial Statements and the Unaudited Financial
Statements and, from and after the date of delivery thereof, each of the
Subsequent Monthly Financial Statements, are hereinafter collectively
referred to as the "Financial Statements"). The Audited Financial
Statements are complete and correct in all material respects and have been
prepared in accordance with GAAP consistently applied throughout the
periods indicated. The Unaudited Financial Statements have been prepared
and, from and after the date of delivery thereof the Subsequent Monthly
Financial Statements will have been prepared, in all material respects in
accordance with GAAP on a basis consistent with the Audited Financial
Statements, except that the Unaudited Financial Statements do not, and the
Subsequent Monthly Financial Statements when delivered will not, contain
notes and may be subject to normal audit adjustments and normal annual
adjustments. Except as set forth on Schedule 3.1.4 the balance sheets
included in the Financial Statements do not include any material
liabilities not intended to constitute a part of the business of Mentor,
CTI and the Partnership, after giving effect to the transactions
contemplated hereby, and present fairly the financial condition of Mentor
and the Partnership, respectively, as of the dates indicated. Except as
set forth on Schedule 3.1.4, the statements of income and retained earnings
and statements of cash flows included in the Financial Statements do not
reflect the operations of any entity or business not intended to constitute
a part of the business of Mentor, CTI or the Partnership, after giving
effect to the transactions contemplated hereby, reflect all costs that
historically have been incurred by Mentor and the Partnership, and present
fairly the results of operations and cash flows of Mentor and the
Partnership for the periods indicated.

3.1.5 ABSENCE OF UNDISCLOSED LIABILITIES. CTI has no liabilities
of any nature, whether known or unknown, absolute, accrued, contingent or
otherwise, and has no assets except for its Partnership Interest. Mentor
has no assets other than its Partnership Interest. Neither Mentor nor the
Partnership has any liabilities or obligations of any nature, whether known
or unknown, absolute, accrued, contingent or otherwise and whether due or
to become due, except (a) as set forth in SCHEDULE 3.1.5, (b) as and to the
extent disclosed or reserved against in the balance sheet included in the
Unaudited Financial Statements for the period ended April 30, 1996 (the
"Cut-off Date Balance Sheet"), and (c) for liabilities and obligations that
(i) were incurred after the date of the Cut-off Date Balance Sheet in the
ordinary course of business consistent with prior practice and (ii)
individually and in the aggregate are not material to Mentor or the
Partnership and have not had or resulted in, and will not have or result
in, a Material Adverse Effect. Except to the extent specifically disclosed
in SCHEDULE 3.1.5, none of the employees of Mentor, CTI or the Partnership
is now or will by the passage of time hereinafter become entitled to
receive any vacation time, vacation pay or severance pay attributable to
services rendered prior to such date that is not reflected as an accrued
liability on the Cut-off Date Balance Sheet. The amount payable to GTN
upon the termination of the franchise relationship with GTN pursuant to
Article II, Section 10.A.1 under the terms of the Franchise Termination
Agreement shall be $190,000, and the additional approximate $45,000 payment
specified in Article III, Section 2.A of the Termination Agreement will not
be due and payable upon any termination thereunder.

3.1.6 TAXES.

a. Each of Mentor, CTI and the Partnership has (or by the
Closing will have) duly and timely filed all Tax Returns relating to
Mentor, CTI and the Partnership with respect to Taxes required to be
filed on or before the Closing Date ("Covered Returns"). Except for
Taxes set forth on SCHEDULE 3.1.6(a), which are being contested in
good faith and by appropriate proceedings, the following Taxes
("Covered Taxes") have (or by the Closing Date will have) been duly
and timely paid: (i) all Taxes shown to be due on the Covered
Returns, (ii) all deficiencies and assessments of Taxes of which
notice has (or by the Closing Date will have) been received by any of
Mentor, CTI or the Partnership that are or may become payable by
Vanstar, Buyer or any of their Affiliates or chargeable as a Lien upon
any of the properties or assets of Mentor, CTI or the Partnership
following the Merger, and (iii) all other Taxes due and payable on or
before the Closing Date for which neither filing of Covered Returns
nor notice of deficiency or assessment is required, if Mentor, CTI or
the Partnership, as the case may be, is or reasonably should be (or by
the Closing Date will be or reasonably should be) aware that these
other Taxes are or may become payable by Vanstar or Buyer or
chargeable as a Lien upon any of the properties or assets of Mentor,
CTI or the Partnership following the Merger. All Taxes required to be
withheld by or on behalf of Mentor, CTI and the Partnership in
connection with amounts paid or owing to any employee, independent
contractor, creditor or other party with respect to Mentor, CTI or the

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Partnership ("Withholding Taxes") have been withheld, and such
withheld Taxes have either been duly and timely paid to the proper
Governmental Authorities or set aside in accounts for such purpose.

b. Except as set forth on SCHEDULE 3.1.6(b), no agreement or
other document extending, or having the effect of extending, the
period of assessment or collection of any Covered Taxes or Withholding
Taxes, and no power of attorney with respect to any such Taxes, has
been filed with the IRS or any other Governmental Authority.

c. Except as set forth on SCHEDULE 3.1.6(c), (i) there are no
Covered Taxes or Withholding Taxes asserted in writing by any
Governmental Authority to be due and (ii) no issue has been raised in
writing by any Governmental Authority in the course of any audit with
respect to Covered Taxes or Withholding Taxes. Except as set forth on
SCHEDULE 3.1.6(c), no Covered Taxes and no Withholding Taxes are
currently under audit by any Governmental Authority.

d. Except as set forth on SCHEDULE 3.1.6(d), there is no
litigation or administrative appeal pending or, to the best knowledge
of Mentor, CTI and the Partnership, threatened against or relating to
any of Mentor, CTI or the Partnership in connection with Covered
Taxes.

3.1.7 ABSENCE OF CHANGES. Except as set forth in SCHEDULE 3.1.7,
and the termination of certain rights and obligations pursuant to the
Franchise Termination Agreement, as more fully set forth in Section 5.6,
since the Cut-off Date, each of Mentor, CTI and the Partnership has
conducted its respective business only in the ordinary course consistent
with prior practice and has not, on behalf of, in connection with or
relating to its business:

a. suffered or permitted to have occurred any Material Adverse
Effect;

b. incurred any Lien, obligation or liability, absolute,
accrued, contingent or otherwise, whether due or to become due, except
current liabilities for trade or business obligations incurred in
connection with the purchase of goods or services in the ordinary
course of business consistent with prior practice, none of which Liens
or liabilities, in any case or in the aggregate, could have a Material
Adverse Effect;

c. sold, transferred, leased to others or otherwise disposed of
any of its assets, except for inventory sold in the ordinary course of
business, or cancelled or compromised any debt or claim, or waived or
released any right of substantial value;

d. received any notice of termination of any contract, lease or
other agreement or suffered any damage, destruction or loss (whether
or not covered by insurance) which, in any case or in the aggregate,
has had a Material Adverse Effect;

e. made any material change in the rate of compensation,
commission, bonus or other direct or indirect remuneration payable, or
paid or agreed or orally promised to pay, conditionally or otherwise,
any bonus, incentive, retention or other compensation, retirement,
welfare, fringe or severance benefit or vacation pay, to or in respect
of any of its directors, officers, employees, salesmen, distributors
or agents;

f. made any capital expenditures or capital additions or
improvements in excess of an aggregate of $25,000;

g. lost or terminated any key employees or lost or terminated
any customers or suppliers that could have or has had any Material
Adverse Effect;

h. materially amended, modified or terminated, or agreed to
amend, modify or terminate, any existing (or entered or committed to
enter into any new) material contract, agreement, plan, lease,
license, permit or franchise; or

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i. taken any action or omitted to take any action that would
result in the occurrence of any of the foregoing.

3.1.8 LITIGATION. Except as set forth on SCHEDULE 3.1.8, there is
no action, claim, demand, suit, proceeding, arbitration, grievance,
citation, summons, subpoena, inquiry or investigation of any nature, civil,
criminal, regulatory or otherwise, in law or in equity, pending or, to the
best knowledge of Mentor, CTI or the Partnership threatened, against any of
Mentor, CTI or the Partnership and none of Mentor, CTI or the Partnership
knows or has reason to be aware of any basis for the same. Except as set
forth in such SCHEDULE 3.1.8, no citations, fines or penalties have been
asserted against any of Mentor, CTI or the Partnership under any
Environmental Law or any foreign, federal, state or local law relating to
occupational health or safety.

3.1.9 COMPLIANCE WITH LAWS; GOVERNMENTAL APPROVALS AND CONSENTS;
GOVERNMENTAL CONTRACTS.

a. Except as disclosed in SCHEDULE 3.1.9(a) each of Mentor, CTI
and the Partnership has, to the best knowledge of Mentor, CTI and the
Partnership after investigation, complied in all material respects
with all Applicable Laws applicable to or otherwise in any manner
affecting it, and none of Mentor, CTI or the Partnership has received
any notice alleging any failure to so comply.

b. SCHEDULE 3.1.9(b) sets forth all Governmental Approvals and
other Consents necessary for, or otherwise material to, the conduct of
the business of Mentor, CTI and the Partnership. Except as set forth
in SCHEDULE 3.1.9(b), all such Governmental Approvals and Consents
have been duly obtained and are in full force and effect, and, to the
best knowledge of Mentor, CTI and the Partnership after investigation,
each of Mentor, CTI and the Partnership is in compliance with each of
such Governmental Approvals and Consents held by it.

c. SCHEDULE 3.1.9(c) sets forth all Contracts with any
Governmental Authority.

d. Each of Mentor, CTI and the Partnership has filed with the
proper authorities all statements and reports required by the
Applicable Laws to which it or any of its employees (because of his or
her activities on behalf of his or her employer) is subject.

3.1.10 OPERATION OF THE BUSINESS. Except as set forth in SCHEDULE
3.1.10, each of Mentor, CTI and the Partnership has conducted its
respective business directly and not through any direct or indirect
subsidiary or Affiliate.

3.1.11 ASSETS. Except as disclosed in SCHEDULE 3.1.11, each of
Mentor, CTI and the Partnership has good title to all of its assets free
and clear of any and all Liens other than Permitted Liens. The assets set
forth on or detailed in the Cut-off Date Balance Sheet comprise all assets
and services used or useable by any of Mentor, CTI or the Partnership in
its business. Except as disclosed in SCHEDULE 3.1.11, there are no assets
or properties used by any of Mentor, CTI or the Partnership in the
operation of its business and owned by any Person other than Mentor, CTI or
the Partnership, as the case may be, that will not be leased or licensed to
Buyer under valid, current leases or license arrangements. The assets
reflected on the Cut-off Date Balance Sheet are in all material respects
adequate for the purposes for which such assets are currently used or are
held for use, and are in reasonably good repair and operating condition
(subject to normal wear and tear).

3.1.12 CONTRACTS.

a. SCHEDULE 3.1.12(a) contains a complete and correct
description of all agreements, contracts, commitments and other
instruments and arrangements (whether written or oral) of the types
described below by which any of Mentor, CTI or the Partnership is a
party or bound (the "Contracts"):

(i) leases, Governmental Approvals and other contracts
concerning or relating to the Leased Real Property;

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(ii) employment, employee benefits, consulting or other
similar contracts, agreements, and other instruments and
arrangements relating to or for the benefit of current, future or
former employees, officers, directors, sales representatives,
distributors, dealers, agents, independent contractors or
consultants;

(iii) loan agreements, pledge agreements, guarantees, and
other agreements and instruments relating to the borrowing of
money or obtaining of or extension of credit;

(iv) licenses, licensing arrangements and other contracts
providing in whole or in part for the use of, or limiting the use
of, any Intellectual property;

(v) brokerage or finder's agreements;

(vi) contracts (including, without limitation, for the
purchase or sale of inventory) with respect to which the
aggregate amount that could reasonably expected to be paid or
received thereunder in the future exceeds $25,000;

(vii) sales agency, manufacturer's representative, marketing
or distributorship agreements;

(viii) contracts, agreements or commitments (designated as
an "affiliate agreement") with any director, officer, employee,
or Affiliate of any of Mentor, CTI or the Partnership, or with
any holder of more than five percent (5%) of any class of capital
stock of Mentor or CTI outstanding; and

(ix) any other contracts, agreements or commitments that are
material to the business of any of Mentor, CTI or the
Partnership.

b. Mentor, CTI and the Partnership have delivered to Vanstar
and Buyer complete and correct copies of all written Contracts,
together with all amendments thereto, and accurate descriptions of all
material terms of all oral Contracts, set forth or required to be set
forth in SCHEDULE 3.1.12(a).

c. All Contracts are in full force and effect and enforceable
against each party thereto. None of Mentor, CTI or the Partnership
has received notice of any plan or intention of any party to any
Contract to exercise any right to cancel or terminate any Contract.
To the best knowledge of Mentor, CTI and the Partnership after
investigation, there does not exist under any Contract any event of
default or event or condition that, after notice or lapse of time or
both, would constitute a violation, breach or event of default
thereunder on the part of any of Mentor, CTI or the Partnership or, to
the best knowledge of Mentor, CTI and the Partnership after
investigation, any other party thereto except as set forth in
SCHEDULE 3.1.12(c) and except for such events or conditions that,
individually and in the aggregate, (i) has not had or resulted in, and
will not have or result in, a Material Adverse Effect and (ii) has not
and will not materially impair the ability of any of Mentor, CTI or
the Partnership to perform its obligations under this Agreement or
under any other agreement executed and delivered by any of them
hereunder or pursuant hereto.

d. None of Mentor, CTI or the Partnership has granted any
outstanding power of attorney.

3.1.13 TERRITORIAL RESTRICTIONS. Except as described in SCHEDULE
3.1.13, none of Mentor, CTI or the Partnership is restricted by any written
agreement or understanding with any other Person from carrying on its
business anywhere in the world.

3.1.14 INVENTORIES. Except as specifically described on SCHEDULE
3.1.14 hereto, all inventories reflected on the Cut-off Date Balance Sheet
consist of items of quality and quantity which are useable or saleable in
the

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ordinary course of business of Mentor, CTI and the Partnership, as the case
may be. The values at which the inventories are carried on the Cut-off
Date Balance Sheet as at the Cut-off Date reflect the normal valuation
policy of Mentor, CTI and the Partnership, as the case may be, in setting
inventory at the lower of cost or net realizable market values, all in
accordance with GAAP. Since the Cut-off Date, inventories have been
maintained at normal and adequate levels for the continuation of the
business of Mentor, CTI and the Partnership, as the case may be, in its
normal course, no change has occurred in such inventories which affect or
will affect the useability or salability thereof, no write-downs or
write-ups of the value of such inventories has occurred and no additional
amounts have been reserved with respect to such inventories. SCHEDULE
3.1.14 lists the locations of all inventories together with a brief
description of the type and amount at each location.

3.1.15 CUSTOMERS. SCHEDULE 3.1.15 sets forth (a) the names of all
customers of each of Mentor, CTI and the Partnership that ordered products,
goods or services from any of Mentor, CTI or the Partnership with an
aggregate value for each such customer of $25,000 or more during the twelve
month period ended April 30, 1996 and (b) the amount for which each such
customer was invoiced during such period. Except as set forth on
Schedule 3.1.15 none of Mentor, CTI or the Partnership has received any
notice or has any substantial reason to believe that any significant
customer of any of Mentor, CTI or the Partnership (i) has ceased, or will
cease, to use the products, goods or services of any of Mentor, CTI or the
Partnership, (ii) has substantially reduced, or will substantially reduce,
the use of products, goods or services of any of Mentor, CTI or the
Partnership or (iii) has sought, or is seeking, to reduce the price it will
pay for products, goods or services of any of Mentor, CTI or the
Partnership, including in each case after the consummation of the
transactions contemplated hereby. To the best knowledge of Mentor, CTI and
the Partnership, no customer of any of Mentor, CTI or the Partnership
described in clause (a) of this section has otherwise threatened to take
any action described in the preceding sentence as a result of the
consummation of the transactions contemplated by this Agreement or any
other agreement executed and delivered by any of Mentor, CTI or the
Partnership hereunder or pursuant hereto.

3.1.16 SUPPLIERS. SCHEDULE 3.1.16 sets forth (a) the names of all
suppliers from which any of Mentor, CTI or the Partnership ordered
inventories, and other products, goods and services with an aggregate
purchase price for each such supplier of $25,000 or more during the twelve
month period ended April 30, 1996 and (b) the amount for which each such
supplier invoiced any of Mentor, CTI or the Partnership during such period.

3.1.17 INTELLECTUAL PROPERTY.

a. TITLE. SCHEDULE 3.1.17(a) contains a complete and correct
list and a brief description of all Intellectual Property that is owned,
licensed or used by any of Mentor, CTI or the Partnership. Mentor, CTI and
the Partnership, as the case may be, own or have the non-exclusive right to
use pursuant to license or sublicense agreements all of its Intellectual
Property, free from any Liens (other than Permitted Liens) and free from
any requirement of any past, present or future royalty payments, license
fees, charges or other payments, or conditions or restrictions which are
not set forth on SCHEDULE 3.1.17(a). No Affiliate of any of Mentor, CTI or
the Partnership owns or has any interest in or with respect to any
Intellectual Property of Mentor, CTI or the Partnership and the
Intellectual Property set forth on SCHEDULE 3.1.17(a) comprises all of the
Intellectual Property necessary for Buyer to conduct and operate the
business of Mentor, CTI and the Partnership following the Closing as now
being conducted by Mentor, CTI and the Partnership.

b. NO INFRINGEMENT. The conduct of the business of Mentor, CTI
and the Partnership by them does not infringe or otherwise conflict
with any rights of any Person in respect of any Intellectual Property
owned by any of them and, to the best of their knowledge, does not
infringe or otherwise conflict with any rights of any Person in
respect of any Intellectual Property owned by others.

c. IMPACT OF FRANCHISE TERMINATION AGREEMENT. Certain
Intellectual Property owned by or licensed to Mentor or the
Partnership is subject to return to GTN, upon the Partnership's
exercise of certain option rights under the Franchise Termination
Agreement. Mentor has identified this Intellectual Property on
SCHEDULE 3.1.17(a). The representations contained in Section
3.1.17(a) are

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expressly made subject to the Partnership's option to terminate under
the Franchise termination Agreement and the rights and obligations
which result from the exercise of that option.

3.1.18 INSURANCE. SCHEDULE 3.1.18 contains a complete and correct
list and summary description of all insurance policies maintained by each
of Mentor, CTI and the Partnership. Mentor, CTI and the Partnership have
delivered to Vanstar and Buyer complete and correct copies of all such
policies together with all riders and amendments thereto. Such policies
are in full force and effect, and all premiums due thereon have been paid.
To the best knowledge of each of Mentor, CTI and the Partnership, each of
Mentor, CTI and the Partnership has complied in all material respects with
the terms and provisions of such policies. SCHEDULE 3.1.18 sets out all
claims made by Mentor, CTI and the Partnership under any policy of
insurance during the past two years and in the opinion of Mentor, CTI and
the Partnership reasonably formed and held, there is no basis on which a
claim should or could be made under any such policy with respect to it.

3.1.19 REAL PROPERTY.

a. None of Mentor, CTI or the Partnership owns, directly or
indirectly, and none of Mentor, CTI or the Partnership has any fixed
or contingent obligation to acquire, any interest in any real property
that is used in any manner in connection with its business.

b. SCHEDULE 3.1.19(b) contains a complete and correct list of
all Leases, setting forth the address, landlord and tenant for each
Lease. Mentor, CTI and the Partnership have delivered to Vanstar and
Buyer correct and complete copies of the Leases. Each Lease is legal,
valid, binding, enforceable, and in full force and effect. None of
Mentor, CTI or the Partnership nor any other party is in default,
violation or breach in any material respect under any Lease, and no
event has occurred and is continuing that constitutes or, with notice
or the lapse of time or both, would constitute a default, violation or
breach in any respect under any Lease. Each of Mentor, CTI and the
Partnership enjoys peaceful and undisturbed possession under its
Leases.

c. The Leased Real Property constitutes all of the real
property leased, occupied or utilized by any of Mentor, CTI and the
Partnership in any manner in connection with the conduct or operation
of its business.

3.1.20 ENVIRONMENTAL MATTERS. To the best knowledge of each of
Mentor, CTI and the Partnership after investigation, each of Mentor, CTI
and the Partnership has complied and is in compliance in all material
respects with all applicable Environmental Laws pertaining to the Leased
Real Property and all other properties and assets of its business and the
use and ownership thereof, and otherwise in connection with the operation
of its business. No violation by any of Mentor, CTI or the Partnership is
being alleged of any applicable Environmental Law relating to any of the
properties or assets of its business, including the Leased Real Property,
or any use or ownership thereof, otherwise in connection with the operation
of its business.

3.1.21 EMPLOYEES, LABOR MATTERS, ETC. There are no labor disputes
currently subject to any grievance procedure, arbitration or litigation and
there is no petition pending or, to the best knowledge of Mentor, CTI and
the Partnership after investigation, threatened with respect to any
employee employed in the operation of any of Mentor, CTI or the Partnership
business. To the best knowledge of Mentor, CTI and the Partnership, each
of Mentor, CTI and the Partnership has complied with all provisions of
Applicable Law pertaining to the employment of employees, including,
without limitation, all such Applicable Law relating to labor relations,
equal employment, fair employment practices, entitlement, prohibited
discrimination or other similar employment practices or acts, except for
any failure so to comply that, individually or together with all such other
failures, has not and will not result in a material liability or obligation
on the part of Vanstar, Buyer or any of their Affiliates following the
Closing, and has not had or resulted in, and will not have or result in, a
Material Adverse Effect.

3.1.22 EMPLOYEE BENEFIT PLANS.

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a. SCHEDULE 3.1.22 sets forth a true and complete list of each
"employee benefit plan," as such term is defined in Section 3(3) of
ERISA, whether or not subject to ERISA, and each bonus, incentive or
deferred compensation, severance, phantom stock or other benefit or
compensation plan, whether written or unwritten, that provides
benefits or compensation in respect of any employee or former employee
of any of Mentor, CTI or the Partnership or the beneficiaries or
dependents of any such employee or former employee (such employees,
former employees, beneficiaries and dependents collectively, the
"Employees") or under which any Employee is or may become eligible to
participate or derive a benefit and that is or has been maintained or
established by any of Mentor, CTI or the Partnership (collectively,
the "Employee Benefit Plans"). Neither Mentor, CTI nor the
Partnership has communicated to any Employee any intention or
commitment to modify any Employee Benefit Plan or to establish or
implement any other employee or retiree benefit or compensation
arrangement.

b. All Employee Benefit Plans conform (and at all times within
the five (5) years preceding the date hereof have conformed) in all
material respects to, and are being administered and operated (and
have at all times within the five (5) years preceding the date hereof
been administered and operated) in material compliance with, the
requirements of ERISA, the Code and all other Applicable Laws.

c. To the best knowledge of Mentor, CTI and the Partnership,
the Employee Benefit Plans are not the subject of any investigation,
audit or action by any Governmental Authority.

3.1.23 CONFIDENTIALITY. Except as set forth on SCHEDULE 3.1.23, to
the best knowledge of Mentor, CTI and the Partnership, each of Mentor, CTI
and the Partnership has taken all reasonable steps to preserve the
confidential nature of all material confidential information (including,
without limitation, any proprietary information) with respect to its
business, including but not limited to the GTN Confidential Information,
information relating to the distribution, marketing or pricing of any of
its products or services or any promotional plans related thereto.

3.1.24 RECORDS. The minute books of Mentor and CTI and the books
and records of the Partnership are substantially complete and correct in
all material respects. The books of account of each of Mentor, CTI and the
Partnership are sufficient to prepare the Financial Statements in
accordance with GAAP. There are no false or fictitious entries on the
books and records of any of Mentor, CTI or the Partnership.

3.1.25 BROKERS, FINDERS, ETC. All negotiations relating to this
Agreement and the transactions contemplated hereby, have been carried on
without the participation of any Person acting on behalf of any of Mentor,
CTI or the Partnership or any Affiliate of any of Mentor, CTI or the
Partnership in such manner as to give rise to any valid claim against any
of Mentor, CTI or the Partnership for any brokerage or finder's commission,
fee or similar compensation, or for any bonus payable to any officer,
director, employee, agent or sales representative of or consultant to any
of Mentor, CTI or the Partnership or any Affiliate of any of Mentor, CTI or
the Partnership upon consummation of the transactions contemplated hereby
or otherwise; provided, however, that Mentor has disclosed that Dustin will
be entitled to receive a performance fee ("Dustin Obligation") payable
pursuant to a written agreement dated October 6, 1994, as amended, between
Dustin and the Partnership, the payment of which is subject to the
provisions of Sections 5.9 and 6.2.16.

3.1.26 RECEIVABLES. All of the accounts receivable which have
arisen in connection with the business of Mentor, CTI or the Partnership
and which are reflected in the Financial Statements, have arisen only from
bona fide transactions in the ordinary course of business. None of Mentor,
CTI or the Partnership has any knowledge of any facts or circumstances
generally (other than general economic conditions) which would result in
any material increase in the uncollectability of such receivables in excess
of the reserves therefor set forth on the Cut-off Date Balance Sheet.
SCHEDULE 3.1.26 hereto accurately lists as of the Cut-off Date all
receivables arising out of or relating to the business of each of Mentor,
CTI and the Partnership, the amount owing and the aging of such
receivables. Mentor, CTI and the Partnership have made available to
Vanstar and Buyer complete and correct copies of all instruments, documents
and agreements evidencing such receivables.

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3.1.27 BACKLOG. All of the backlog of unfilled orders for
products manufactured or sold by any of Mentor, CTI or the Partnership
represent bona fide transactions incurred in the ordinary course of the
respective businesses of Mentor, CTI or the Partnership, as the case may
be, and are set forth in SCHEDULE 3.1.27 hereto.

3.1.28 LIABILITIES TO AFFILIATES. Except as set forth on
SCHEDULE 3.1.28, none of Mentor, CTI or the Partnership owes any money or
otherwise has any obligation to any officer, director, shareholder or
Affiliate of any of Mentor, CTI or the Partnership or any Person acting as
a transferee of any of them.

3.1.29 BANK ACCOUNTS. SCHEDULE 3.1.29 sets forth a list of all (i)
bank accounts of any of Mentor, CTI and the Partnership and the Persons
authorized to draw thereon, and (ii) safe deposit boxes of any of Mentor,
CTI or the Partnership and the Persons who are authorized to have access
thereto.

3.1.30 DISCLOSURE. Except to the extent specifically limited with
regard to the knowledge of any Person in this Article III, no
representation or warranty by any of Mentor, CTI or the Partnership
contained in this Agreement nor any certificate or agreement furnished or
to be furnished by or on behalf of any of Mentor, CTI or the Partnership to
Vanstar or Buyer or their representatives in connection herewith or
pursuant hereto contains or will at Closing contain any untrue statement of
a material fact, or omits or will omit to state any material fact required
to make the statements contained herein or therein not misleading. There
is no fact (other than matters of a general economic or political nature
which do not affect any of Mentor, CTI or the Partnership uniquely) known
to any of Mentor, CTI or the Partnership that has not been disclosed by
Mentor, CTI and the Partnership, as the case may be, to Vanstar and Buyer
that might reasonably be expected to have or result in a Material Adverse
Effect.

3.2. REPRESENTATIONS AND WARRANTIES OF BUYER. Vanstar and Buyer,
jointly and severally, represent and warrant to Mentor, CTI and the Partnership
as follows:

3.2.1 CORPORATE STATUS; AUTHORIZATION, ETC. Each of Vanstar and
Buyer is a corporation duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation with full
corporate power and authority to execute and deliver this Agreement and
each of the agreements to be executed and delivered by it hereunder or
pursuant hereto, and to perform its obligations hereunder and thereunder
and to consummate the transactions contemplated hereby and thereby. The
execution and delivery by each of Vanstar and Buyer of this Agreement, and
the consummation of the transactions contemplated hereby, have been, and on
the Closing Date the other agreements to which it is a party will have
been, duly authorized by all requisite corporate action of Vanstar and
Buyer. Each of Vanstar and Buyer has duly executed and delivered this
Agreement and on the Closing Date each of Vanstar and Buyer will have duly
executed and delivered the other agreements to which it is a party. This
Agreement is, and on the Closing Date each of the other agreements to be
executed and delivered by it hereunder or pursuant hereto will be, valid
and legally binding obligations of Vanstar or Buyer, as the case may be,
enforceable against Vanstar or Buyer, as the case may be, in accordance
with their respective terms.

3.2.2 NO CONFLICTS, ETC. The execution, delivery and performance
by each of Vanstar and Buyer of this Agreement and each of the other
agreements to be executed and delivered by Vanstar or Buyer hereunder or
pursuant hereto, and the consummation of the transactions contemplated
hereby and thereby, do not and will not conflict with or result in a
violation of or under (with or without the giving of notice or the lapse of
time, or both) (i) the certificate of incorporation or bylaws of Vanstar or
Buyer, (ii) any Applicable Law applicable to Vanstar, Buyer, or any of
their Affiliates or any of their properties or assets or (iii) any
Contract, or other agreement or instrument applicable to Vanstar, Buyer or
any of their Affiliates or any of their properties or assets. Except as
specified in SCHEDULE 3.2.2, no Governmental Approval or other Consent is
required to be obtained or made by Vanstar or Buyer in connection with the
execution and delivery of this Agreement or the other agreements to be
executed and delivered by it hereunder or pursuant hereto or the
consummation of the transactions contemplated hereby or thereby.

3.2.3 LITIGATION. There is no action, claim, suit or proceeding
pending, or to the best knowledge of Vanstar or Buyer threatened, by or
against or affecting Vanstar, Buyer or any of their Affiliates in
connection with or relating to the transactions contemplated by this
Agreement or of any action taken or to be taken in connection herewith or
which would in any way interfere with the consummation of the transactions
contemplated hereby.

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3.2.4 BROKERS, FINDERS, ETC. All negotiations relating to this
Agreement and the transactions contemplated hereby have been carried on
without the participation of any Person acting on behalf of Vanstar or
Buyer in such manner as to give rise to any valid claim against any of
Mentor, CTI or the Partnership for any brokerage or finder's commission,
fee or similar compensation.

3.2.5 EXCHANGE ACT REPORTS. Vanstar has duly filed all reports
required to be filed by it with the SEC under the Securities Act and the
Securities Exchange Act of 1934, as amended. All such reports are complete
and correct in all material respects and conform in all material respects
with the requirements of the Securities Act and the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder.

3.2.6 SECURITIES TO BE ISSUED. When delivered to the Shareholders
pursuant to this Agreement, the Vanstar Common will have been duly and
validly issued (free of any pre-emptive rights of shareholders), and will
be fully paid and non-assessable.

3.2.7 REPRESENTATIONS IN CONNECTION WITH QUALIFICATION AS A TAX-
FREE EXCHANGE.

a. Prior to the Effective Time, Vanstar will be in control of
the Buyer within the meaning of Section 368(c) of the Internal Revenue
Code.

b. Buyer has no present intention to issue additional shares of
its stock that would result in Vanstar losing control of the Buyer
within the meaning of Section 368(c) of the Internal Revenue Code.

c. Other than as provided in the Escrow Agreement, Vanstar has
no present plan or intention to redeem or otherwise reacquire any
Vanstar Common issued in the transaction.

d. Vanstar has no present plan or intention to liquidate the
Buyer; to merge the Buyer with and into another corporation; to sell
or otherwise dispose of the stock of the Buyer; or to cause the Buyer
to sell or otherwise dispose of any of the assets of Mentor and CTI
acquired in the Merger, except for the dispositions made in the
ordinary course of business or transfers described in Section
368(a)(2)(c) of the Internal Revenue Code.

e. Except for the anticipated termination of the franchise
relationship with GTN following the date of this Agreement, Buyer
presently intends to continue the historic business of Mentor and CTI.

f. No stock of Buyer will be issued in the transaction.

3.2.8 CONSENTS. No Consent is required to be made or obtained by
Vanstar in connection with the execution and delivery of this Agreement by
Vanstar or the consummation by Vanstar and Buyer of the transactions
contemplated hereby, except for (i) any necessary filings pursuant to
Securities Act of 1933, as amended (the "Securities Act"), and the rules
and regulations promulgated by the SEC thereunder, (ii) the filing of a
certificate of merger with the Secretary of State of the State of Delaware
in accordance with the Delaware General Corporation Law, (iii) any consent
or approvals required under the Vanstar Underwriting Agreement, and (iv)
such consents, approvals, orders or authorizations which if not obtained,
or registration, declarations or filings which if not made, would not have
a Material Adverse Effect or materially adversely affect the ability of
Vanstar to consummate the transactions contemplated hereby;

ARTICLE IV. COVENANTS

4.1. COVENANTS OF MENTOR, CTI AND THE PARTNERSHIP.

4.1.1 CONDUCT OF BUSINESS. From the date hereof to the Closing
Date, except as expressly permitted or required by this Agreement or as
otherwise consented to by Vanstar and Buyer in writing, each of Mentor, CTI
and the Partnership will:

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a. apart from the Partnership's exercise of its option to
terminate under the Franchise Termination Agreement, as more fully set
forth in Section 5.6 below, carry on its business in the ordinary
course, in substantially the same manner as heretofore conducted, and
use all reasonable efforts to preserve intact its present business
organization, maintain its properties in good operating condition and
repair, keep available the services of its present officers and
significant employees, and preserve its relationship with customers,
suppliers and others having business dealings with it, with the goal
and intent that its goodwill and ongoing business shall be in all
material respects unimpaired following the Closing;

b. pay all accounts payable and other obligations relating to
its business when they become due and payable in the ordinary course
of business consistent with prior practice;

c. perform in all material respects all of its obligations
under all Contracts and other agreements and instruments relating to
or affecting its business or any of its assets, and comply in all
material respects with all Applicable Laws applicable to it or its
business:

d. other than sales and purchases of inventories and supplies
in the ordinary course not enter into or assume any material
agreement, contract or instrument relating to its business, or enter
into or permit any material amendment, supplement, waiver or other
modification in respect thereof;

e. continue all policies of insurance relating to its business
in full force and effect;

f. not grant (or commit to grant) any increase in the
compensation (including incentive or bonus compensation) of any
employee employed in the operation of its business or institute, adopt
or amend (or commit to institute, adopt or amend) any compensation or
benefit plan or arrangement applicable to any such employee; SCHEDULE
4.1.1(f) sets forth a list of increases in compensation which the
Partnership, Mentor or CTI expects to grant between May 31, 1996, and
September 30, 1996 and which shall be permitted exceptions to the
preceding undertaking;

g. not declare or pay any dividends or make any distribution in
respect of its equity interests;

h. not take any action, or knowingly omit to take any action,
which would result in a breach of any of the representations and
warranties set forth in Section 3.1.

4.1.2 NO SOLICITATION. During the term of this Agreement, none of
Mentor, CTI or the Partnership nor any Affiliate of any of them, nor any
Person acting on any of their behalf shall (i) solicit or encourage any
inquiries or proposals for, or enter into any discussions with respect to,
the acquisition of any properties and assets held for use in connection
with, necessary for the conduct of, or otherwise material to, the business
or Mentor, CTI or the Partnership or (ii) furnish or cause to be furnished
any non-public information concerning any of Mentor, CTI or the Partnership
to any Person (other than Vanstar and Buyer and their agents and
representatives), other than in the ordinary course of business or pursuant
to Applicable Law and after prior written notice to Vanstar, or in the
context of negotiations with GTN or any officer or Affiliate thereof in
which an executive officer of Vanstar is present and participating
throughout.

4.1.3 ACCESS AND INFORMATION. So long as this Agreement remains
in effect and subject to such reasonable limitations as may be necessary to
prevent unreasonable disruptions of their business, each of Mentor, CTI and
the Partnership will (and will cause its Affiliates and their respective
accountants, counsel, consultants, employees and agents to) give Vanstar
and Buyer, and their respective accountants, counsel, consultants,
employees and agents, full access during normal business hours to, and
furnish them with all documents, records, work papers and information with
respect to, all of the assets, books, contracts, commitments, reports and
records relating to any of Mentor, CTI or the Partnership, as Vanstar or
Buyer shall from time to time reasonably request, other than GTN
Confidential Information (except as contemplated in Section 5.6 below). In
addition and subject to such reasonable limitations as may be necessary to
prevent unreasonable disruptions of their business, each of Mentor, CTI and
the

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Partnership will permit Vanstar and Buyer, and their respective accountants,
counsel, consultants, employees and agents, reasonable access to such
personnel of Mentor, CTI and the Partnership during normal business hours as
may be necessary or useful to Vanstar or Buyer in its review of the assets
and business affairs of the business of each of Mentor, CTI and the
Partnership and the above-mentioned documents, records and information.
Each of Mentor, CTI and the Partnership will keep Vanstar and Buyer
generally informed as to the affairs of its business.

4.1.4 ADDITIONAL FINANCIAL STATEMENTS. Until the earlier of the
termination of this Agreement or the Closing, on or before the 21st day of
each calendar month, each of Mentor, CTI and the Partnership shall deliver
to Vanstar and Buyer unaudited financial statements of each of Mentor, CTI
and the Partnership as, at and for the monthly period ending the last day
of the preceding month (the "Subsequent Monthly Financial Statements"),
which shall include, in each case, a balance sheet and statement of income.
At the time the Subsequent Monthly Financial Statements are delivered to
Vanstar and Buyer, each of Mentor, CTI and the Partnership shall, by such
delivery, be deemed to have made as to the Subsequent Monthly Financial
Statements just delivered the representations and warranties to Vanstar and
Buyer which are set forth in Section 3.1.4 hereof with respect to
Subsequent Monthly Financial Statements.

4.1.5 PUBLIC ANNOUNCEMENTS. Except as required by Applicable Law,
none of Mentor, CTI or the Partnership shall, and none of Mentor, CTI or
the Partnership shall permit any Affiliate to, make any public announcement
in respect of this Agreement or the transactions contemplated hereby
without the prior written consent of Vanstar and Buyer.

4.1.6 VOTING AGREEMENT. Concurrently with the execution hereof,
each of the Shareholders designated as signatories on the Voting Agreement
shall have duly executed and delivered to Vanstar and Buyer the Voting
Agreement.

4.1.7 FURTHER ACTIONS

a. Each of Mentor, CTI and the Partnership agrees to use all
reasonable good faith efforts to take all actions and to do all things
necessary, proper or advisable to consummate the transactions
contemplated hereby.

b. Each of Mentor, CTI and the Partnership, as promptly as
practicable, will use all reasonable efforts to obtain, or cause to be
obtained, all Consents (including, without limitation, all
Governmental Approvals and any Consents required under any contract)
necessary to be obtained by either of them in order to consummate the
Merger and the consummation of the other transactions contemplated
hereby.

c. At all times prior to the Closing, each of Mentor, CTI and
the Partnership shall promptly notify Vanstar and Buyer in writing of
any fact, condition, event or occurrence known to any of them in the
exercise of reasonable business prudence that will or may result in
the failure of any of the conditions contained in Sections 6.1 and 6.2
to be satisfied, promptly upon any of them becoming aware of the same.

4.1.8 CERTIFICATES OF TAX AUTHORITIES. On or before the Closing
Date, if reasonably obtainable, each of Mentor, CTI and the Partnership
shall provide to Vanstar and Buyer copies of certificates from the
appropriate taxing authority stating that no sales or use taxes are due to
any state or other taxing authority with respect to any of Mentor, CTI or
the Partnership.

4.2. COVENANTS OF VANSTAR AND BUYER.

4.2.1 PUBLIC ANNOUNCEMENTS. Prior to the Closing, except as
required by Applicable Law, neither Vanstar nor Buyer shall, and neither
Vanstar nor Buyer shall permit any Affiliate to, make any public
announcement in respect of this Agreement or the transactions contemplated
hereby without the prior written consent of Mentor, CTI and the
Partnership, which consent will not be unreasonably withheld.

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4.2.2 FURTHER ACTIONS.

a. Vanstar and Buyer agree to use all reasonable efforts to
take all actions and to do all things necessary, proper or advisable
to consummate the transactions contemplated hereby.

b. At all times prior to the Closing, Vanstar and Buyer shall
promptly notify Mentor, CTI and the Partnership in writing of any
fact, condition, event or occurrence that will or may result in the
failure of any of the conditions contained in Sections 6.1 and 6.3 to
be satisfied, promptly upon becoming aware of the same.

c. Vanstar and Buyer shall use their reasonable efforts
(without any obligation to pay any consideration not otherwise due) to
obtain the release of Joseph H. Oshins from his obligations as a
guarantor under any Contract to which Mentor, CTI, or the Partnership
is a party which is listed on SCHEDULE 3.1.12(a).

4.2.3 FURTHER ASSURANCES. Following the Closing, Vanstar and
Buyer each shall, and each shall cause its Affiliates to, from time to
time, execute and deliver such additional instruments, documents,
conveyances or assurances and take such other actions as shall be necessary
to confirm and assure that its obligations provided for in this Agreement
have been satisfied and to render effective the consummation of the
transactions contemplated thereby.

ARTICLE V. ADDITIONAL AGREEMENTS

5.1. SHAREHOLDER AND PARTNERSHIP APPROVALS. Each of Mentor and CTI shall
take all action necessary in accordance with Applicable Law and in accordance
with their respective certificates of incorporation and bylaws to convene
meetings of their respective Shareholders as promptly as practicable after the
Registration Statement is declared effective by the SEC, to consider and vote
upon the approval of this Agreement, the Merger and the other transactions
contemplated hereby, including the approval of the Shareholders Representative
and the Escrow Agent, as contemplated by Article VIII hereof. Each of Mentor
and CTI, acting through their respective Boards of Directors, shall recommend to
their Shareholders the approval of this Agreement, the Merger and the other
transactions contemplated hereby and thereby, including the approval of the
Shareholders Representative and the Escrow Agent, as contemplated by Article
VIII hereof, and shall use all reasonable efforts to obtain such approval by
such Shareholders. Mentor and CTI, as the sole partners of the Partnership,
shall take such action or actions as may be required pursuant to the Partnership
Agreement and Applicable Law to approve this Agreement, the Merger and the other
transactions contemplated hereby and thereby, including the approval of the
Shareholders Representative and the Escrow Agent, as contemplated by
Article VIII hereof.

5.2. REGISTRATION STATEMENT. Vanstar shall prepare and file with the SEC
as soon as practicable a Registration Statement on Form S-4 or on such other SEC
form as Vanstar deems appropriate to register the Vanstar Common (the
"Registration Statement") with respect to the Vanstar Common issuable in the
Merger, a portion of which shall also serve as part of the Proxy
Statement/Prospectus with respect to the meetings of the Shareholders of Mentor
and CTI to approve this Agreement, the Merger and the transactions relating
hereto and thereto, and shall use all reasonable efforts to have the
Registration Statement declared effective by the SEC as soon as practicable.
Vanstar shall also take prior to Closing any action required to be taken under
any applicable Blue Sky or state securities laws in connection with the issuance
of the Vanstar Common in the Merger. Each of Mentor, CTI and the Partnership
shall furnish to Vanstar all information concerning Mentor, CTI, the Partnership
and the Shareholders as may be required for use in the Registration Statement,
and each of Mentor, CTI and the Partnership shall take such other actions as
Vanstar may reasonably request in connection with the preparation of such
Registration Statement and the actions to be taken by Mentor, CTI and the
Partnership pursuant to this Section 5.2. None of the information furnished by
or on behalf of any of Mentor, CTI, the Partnership or the Shareholders for use
in the Registration Statement shall contain any material misstatement of fact or
omit to state a material fact or any fact necessary to make the statements
contained therein not misleading.

5.3. DISCLOSURE STATEMENT. Each of Mentor and CTI shall prepare as soon as
practicable a disclosure statement together with any appropriate amendments
thereof or supplements thereto (the "Disclosure Statement") for

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distribution to the Shareholders in connection with the solicitation of proxies
or consents to the transactions contemplated by this Agreement, including the
Merger and the approval of the Shareholders Representative and Escrow Agent, as
contemplated by Article VIII hereof. Mentor and CTI contemplate preparing the
Disclosure Statement as a separate document designed to provide the Shareholders
with all material information regarding Mentor, CTI and the Partnership and all
material aspects of this Agreement, the Merger and the transactions contemplated
hereby and thereby and further anticipate transmitting the proxy
statement/prospectus constituting a part of the Registration Statement and the
Disclosure Statement to the Shareholders in connection with their approval of
this Agreement and the transactions contemplated hereby. The Disclosure
Statement shall be in form and substance reasonably satisfactory to Vanstar and
Buyer and shall comply with Applicable Law relating thereto and to the use
thereof contemplated in this Agreement. The Disclosure Statement shall be
delivered to Vanstar for filing by Vanstar with the SEC as part of or in
connection with the Registration Statement. Mentor and CTI shall make such
modifications in the Disclosure Statement as Vanstar and Buyer shall reasonably
request at any time prior to the distribution thereof to the Shareholders. When
distributed to the Shareholders, the Disclosure Statement shall be accompanied
by such additional materials as Vanstar or Buyer shall reasonably require.
Vanstar and Buyer shall furnish Mentor and CTI all information concerning
Vanstar and Buyer required for use in the Disclosure Statement, and Vanstar and
Buyer shall take such other action as Mentor and CTI may reasonably request in
connection with the preparation of the Disclosure Statement. None of the
information furnished by or on behalf of Vanstar and Buyer for use in the
Disclosure Statement shall contain any material misstatement of fact or omit to
state a material fact or any fact necessary to make the statements contained
therein not misleading. The Disclosure Statement shall not contain any material
misstatement of fact or omit to state a material fact or any fact necessary to
make the statements contained therein not misleading.

5.4. COMPLIANCE WITH THE SECURITIES ACT. Each of Mentor, CTI and the
Partnership has caused to be prepared and delivered to Vanstar and Buyer a list
identifying all Persons who, as of the date hereof, may be deemed to be
"Affiliates" of any of Mentor, CTI or the Partnership, as that term is defined
under Paragraphs (c) and (d) of Rule 145 of the Securities Act ("Rule 145
Affiliates"), and prior to the Closing Date, each of Mentor, CTI and the
Partnership shall cause to be prepared and delivered to Vanstar and Buyer an
updated list (reasonably satisfactory to counsel for Vanstar and Buyer)
identifying all Persons who at the time of the Shareholders meetings described
above may be deemed to be Rule 145 Affiliates.

5.5. EXCHANGE LISTING. Vanstar shall take such action it deems necessary
to list the Vanstar Common on the New York Stock Exchange on or prior to the
delivery of such shares of Vanstar Common to the Shareholders as contemplated by
this Agreement.

5.6. FRANCHISE TERMINATION AGREEMENT. Immediately upon the execution of
this Agreement, the Partnership shall furnish GTN with notice of its termination
of the Franchise Agreement and shall set an anticipated date as the Franchise
Termination Date (defined terms not otherwise defined in this Agreement shall
for purposes of this Section 5.6 only have the meaning set forth in the
Franchise Termination Agreement). The anticipated Franchise Termination Date
shall be no later than June 17, 1996.

5.6.1 PERFORMANCE OF CERTAIN UNDERTAKINGS UNDER THE FRANCHISE
TERMINATION AGREEMENT. After the Partnership has furnished GTN with notice
of its termination of the Franchise Agreement, the Partnership and Mentor,
as applicable, shall:

a. not later than June 17, 1996, make the payment pursuant to
Article II, Section 10.A.1 and deliver or cause to be delivered the
options, shares, and certificates described in Article II, Section
10.A.2 of the Franchise Termination Agreement;

b. not later than June 24, 1996, discontinue use of the names
"Productivity Point International" and "PPI", comply with the
provisions of Article II, Sections 12.A.2 and 12.A.3 of the Franchise
Termination Agreement (relating to removal or return of materials
bearing Proprietary Marks), furnish evidence to GTN of the
satisfaction of this requirement, and work with GTN to agree on a
final accounting of amounts owed by the Partnership to GTN and by GTN
to the Partnership;

c. not later than June 28, 1996, pay GTN any amounts deemed to
be owing as a result of the final accounting described in Section
5.6(b) above;

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d. upon receipt, furnish Vanstar with a copy of GTN's
notifications of receipt described in Article II, Section 10.A. of the
Franchise Termination Agreement.

5.6.2 LIMITED RIGHT TO TERMINATE. Vanstar and Buyer, on the one
hand, and Mentor, CTI and the Partnership, on the other hand, shall each
have the right to terminate this Agreement at any time prior to 5:00 p.m.
San Francisco, California time on the date 30 days following the date of
this Agreement if any such party is not satisfied, in its sole discretion,
with all matters associated with the Franchise Termination Agreement. If
Vanstar or Buyer exercises this right and terminates this Agreement, and
Mentor or the Partnership shall have previously exercised the option to
terminate the Franchise Termination Agreement and made the payment to GTN
required pursuant to Article II, Section 10.A.1 thereof to GTN, then such
matter shall result in the payment of the break up fee described in Section
9.3 hereof. A party exercising its right to terminate pursuant to the
provisions of this SECTION 5.6.2 shall do so by notice in writing to the
other parties. Termination of this Agreement shall have the effect set
forth in SECTION 9.2.

5.7. TERMINATION OF AFFILIATE AGREEMENTS. At or prior to the Closing,
Vanstar and Buyer shall have the right to designate any Contracts or other
arrangements with Affiliates of the Partnership, Mentor or CTI to be terminated
(without liability or the payment of consideration not otherwise due under such
Contract or arrangement) or fully performed at Closing, and Mentor or CTI shall
fully perform or shall terminate (without liability or the payment of
consideration not otherwise due under such Contract or arrangement) or cause to
be terminated such Contracts or other arrangements at or prior to the Closing.

5.8. INDEMNIFICATION ASSOCIATED WITH VANSTAR UNDERWRITING AGREEMENT.
Vanstar covenants and agrees to indemnify each Shareholder, Mentor, CTI and the
Partnership from and against any Damages arising from any third party claim
associated with a breach or an alleged breach of the Vanstar Underwriting
Agreement.

5.9. DUSTIN CONSENT. Mentor, CTI and the Partnership shall, immediately
following the effective date of the Registration Statement, seek to obtain the
consent of Dustin to accept the Dustin Shares (comprised of the Dustin Initial
Shares and Dustin Escrow Shares) in full payment and satisfaction of the Dustin
Obligation fee.

ARTICLE VI. CONDITIONS PRECEDENT

6.1. CONDITIONS TO OBLIGATIONS OF EACH PARTY. The obligations of the
parties to consummate the transactions contemplated hereby shall be subject to
the conditions that (i) the transactions contemplated hereby shall not have been
restrained, enjoined or otherwise prohibited by any Applicable Law, including
any order, injunction, decree or judgment of any court or other Governmental
Authority; (ii) no court or other Governmental Authority shall have determined
that any Applicable Law makes illegal the consummation of the transactions
contemplated hereby or by any other agreement to be executed and delivered
hereunder or pursuant hereto; and (iii) no proceeding with respect to the
application of any such Applicable Law to such effect shall be pending.

6.2. CONDITIONS TO OBLIGATIONS OF VANSTAR AND BUYER. The obligations of
Vanstar and Buyer to consummate the transactions contemplated hereby shall be
subject to the fulfillment (or waiver by Vanstar and Buyer, other than the
condition specified in Section 6.2.8, in their sole discretion) on or prior to
the Closing Date (or, with respect to the condition specified in Section 6.2.14,
the date specified therein) of the following additional conditions:

6.2.1 REPRESENTATIONS. The representations and warranties of each
of Mentor, CTI and the Partnership contained in this Agreement (i) shall be
true and correct in all respects (in the case of any representation or
warranty containing any materiality qualification) or in all material
respects (in the case of any representation or warranty without any
materiality qualification) at and as of the date hereof, and (ii) shall be
repeated and shall be true and correct in all respects (in the case of any
representation or warranty containing any materiality qualification) or in
all material respects (in the case of any representation or warranty
without any materiality qualification) on and as of the Closing Date with
the same effect as though made on and as of the Closing Date.

6.2.2 COVENANTS. Each of Mentor, CTI and the Partnership shall
have duly performed and complied in all material respects with all
covenants and conditions required by this Agreement to be performed or
complied

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with by it and under or with respect to each of the other agreements to be
executed and delivered by it hereunder or pursuant hereto to be performed or
complied with by it prior to or on the Closing Date.

6.2.3 CONSENTS. Each of Mentor, CTI and the Partnership shall
have obtained and shall have delivered to Vanstar and Buyer copies of (i)
all Governmental Approvals required to be obtained by any of Mentor, CTI
and the Partnership in connection with the execution and delivery of this
Agreement and the other agreements to be executed and delivered by any of
Mentor, CTI or the Partnership hereunder or pursuant hereto and the
consummation of the transactions contemplated hereby or thereby, unless the
failure to obtain any such Governmental Approval would not, individually or
in the aggregate, have a Material Adverse Effect and (ii) all Consents
(including, without limitation, all Consents required under any Contract),
other than elective notices to creditors permitted under applicable bulk
transfer laws, if any, necessary to be obtained in order to consummate the
Merger pursuant to this Agreement and the consummation of the other
transactions contemplated hereby and by the other agreements to be executed
and delivered by any of Mentor, CTI or the Partnership hereunder or
pursuant hereto, unless the failure to obtain any such Consent would not,
individually or in the aggregate, have a Material Adverse Effect.

6.2.4 NO MATERIAL ADVERSE EFFECT. No event, occurrence, fact,
condition, change, development or effect shall have occurred, exist or come
to exist since the Cut-off Date, that, individually or in the aggregate,
has constituted or resulted in, or could reasonably be expected to
constitute or result in, a Material Adverse Effect.

6.2.5 OPINION OF COUNSEL. Vanstar and Buyer shall have received
an opinion, addressed to them and dated the Closing Date, from Porter,
Wright, Morris & Arthur, counsel to Mentor, CTI and the Partnership, in
substance and form reasonably satisfactory to Vanstar and Buyer.

6.2.6 REQUIRED MENTOR VOTE. The Shareholders of Mentor and CTI,
and Mentor and CTI as the sole partners of the Partnership, shall have duly
adopted and approved this Agreement, the Merger, and the other transactions
contemplated hereby and thereby, including the appointment of the
Shareholder Representative and the Escrow Agreement by the affirmative vote
of at least 90% of the outstanding shares of capital stock of each of
Mentor and CTI entitled to vote thereon, and by at least 90% of the
Partnership Interests, and shall have authorized and approved such other
matters as may be required or appropriate in connection with Applicable Law
(collectively, the "Required Mentor Vote").

6.2.7 CORPORATE DOCUMENTS. All corporate, partnership and other
proceedings of Mentor, CTI and the Partnership in connection with this
Agreement, the Merger and the transactions contemplated hereby and thereby,
and all documents and instruments incident thereto, shall be reasonably
satisfactory in substance and form to Vanstar, Buyer and their counsel, and
Vanstar, Buyer and their counsel shall have received all such documents and
instruments, or copies thereof, certified if requested, as may be
reasonably requested.

6.2.8 REGISTRATION STATEMENT. The Registration Statement shall
have become effective in accordance with Applicable Law.

6.2.9 POOLING LOCK-UP. Each of the Affiliates of Mentor, CTI and
the Partnership set forth on SCHEDULE 6.2.9 hereto shall have executed and
delivered to Vanstar and Buyer a "Pooling Lock-up Agreement" in the form of
Exhibit C attached hereto.

6.2.10 NON-COMPETITION AGREEMENT. Each of the officers and
directors of Mentor set forth on SCHEDULE 6.2.10 shall have duly executed
and delivered to Vanstar and Buyer a "Non-Competition Agreement" in the
form of Exhibit D attached hereto.

6.2.11 EMPLOYEES. Vanstar and Buyer shall have received
assurances, satisfactory to Vanstar and Buyer, in their discretion, that
the employees of the Partnership which Vanstar and Buyer wish to continue
to employ following the Merger will continue such employment on terms and
conditions satisfactory to Vanstar and Buyer, in their discretion,
including, without limitation, the employment of Dr. Joseph H. Oshins on
terms substantially similar to those set forth in the Employment Agreement
in the form of Exhibit F hereto (the "Employment Agreement").

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6.2.12 COMFORT LETTER. Vanstar and Buyer shall have received
assurances from Vanstar's Accountants, in form and substance satisfactory
to Vanstar and Buyer, to the effect that the Merger will be treated as a
"pooling of interests" for financial statement purposes and with respect to
such other matters relating to the Registration Statement as may be
customary. Vanstar and Buyer shall undertake to obtain this letter as
quickly as reasonably possible after this Agreement is executed.

6.2.13 WARRANTS; DEBENTURES. Prior to the Effective Time, all
warrants, debentures or other rights to acquire interests in the
Partnership, CTI or Mentor shall have been exercised or terminated, and
Mentor or CTI shall have delivered to Vanstar evidence reasonably
satisfactory to Vanstar that no such warrants, debentures or rights remain
outstanding as of the Effective Time.

6.2.14 DUE DILIGENCE TERMINATION. On or before June 14, 1996,
neither Vanstar nor Buyer shall have delivered to Mentor, CTI and the
Partnership written notice of their election to terminate this Agreement,
in their sole discretion, as a result of their inspections of the Schedules
attached hereto through such date.

6.2.15 UNDERWRITER'S CONSENT. Vanstar shall have received any
Consents required for the transactions contemplated by this Agreement under
the Vanstar Underwriting Agreement.

6.2.16 DUSTIN CONSENT. Within ten (10) days following the
effective date of the Registration Statement, Dustin shall have delivered
to Vanstar his written consent ("Dustin Consent") to accept the Dustin
Shares in full satisfaction of the Dustin Obligation. The Dustin Consent
shall contain (a) Dustin's agreement for the Dustin Escrow Shares to be
held and administered pursuant to the terms of the Escrow Agreement
attached hereto as Exhibit B, and (b) Dustin's appointment of the
Shareholder Representative as his agent to act under the Escrow Agreement
with all the powers to be exercised on behalf of the Shareholders set forth
in Section 8.2 hereof and the Escrow Agreement.

6.3. CONDITIONS TO OBLIGATIONS OF MENTOR, CTI AND THE PARTNERSHIP. The
obligation of each of Mentor, CTI and the Partnership to consummate the
transactions contemplated hereby shall be subject to the fulfillment (or waived
by Mentor, CTI and the Partnership, other than the conditions specified in
Sections 6.3.3 and 6.3.4, in their sole discretion), on or prior to the Closing
Date, of the following additional conditions:

6.3.1 REPRESENTATIONS. The representations and warranties of
Vanstar and Buyer contained in this Agreement (i) shall be true and correct
in all respects (in the case of any representation or warranty containing
any materiality qualification) or in all material respects (in the case of
any representation or warranty without any materiality qualification) at
and as of the date hereof and (ii) shall be repeated and shall be true and
correct in all respects (in the case of any representation or warranty
containing any materiality qualification) or in all material respects (in
the case of any representation or warranty without any materiality
qualification) on and as of the Closing Date with the same effect as though
made at and as of such time.

6.3.2 COVENANTS. Each of Vanstar and Buyer shall have duly
performed and complied in all material respects with all covenants and
conditions required by this Agreement to be performed or complied with by
it and under or with respect to each of the other agreements to be executed
and delivered by it hereunder or pursuant hereto to be performed or
complied with by it prior to or on the Closing Date.

6.3.3 REQUIRED MENTOR VOTE. The Required Mentor Vote shall have
been obtained.

6.3.4 REGISTRATION STATEMENT. The Registration Statement shall
have become effective in accordance with Applicable Law.

6.3.5 OPINION OF COUNSEL. Mentor, CTI and the Partnership shall
have received an opinion, addressed to them and dated the Closing Date, of
Arter & Hadden, counsel for Vanstar and Buyer in form and substance
reasonably satisfactory to Mentor, CTI and the Partnership.

6.3.6 CORPORATE DOCUMENTS. All corporate and other proceedings of
Vanstar and Buyer in connection with this Agreement, the Merger and the
transactions contemplated hereby and thereby, and all documents

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and instruments incident thereto, shall be reasonably satisfactory in
substance and form to Mentor, CTI and the Partnership, and their counsel,
and Mentor, CTI and the Partnership and their counsel shall have received
all such documents and instruments, or copies thereof, certified if
requested, as may be reasonably requested.

6.3.7 CONSENTS AND APPROVALS. Mentor, CTI and the Partnership
shall have obtained all Governmental Approvals necessary to consummate the
transactions contemplated hereby.

6.3.8 EMPLOYMENT AGREEMENT. Vanstar shall have duly executed and
delivered the Employment Agreement.

VII. ALLOCATION AND TAX ADVICE

7.1. ALLOCATION. Notwithstanding any provision to the contrary herein
contained or any agreements, understandings or negotiations prior to the date
hereof, Mentor, CTI and the Partnership acknowledge that the allocation among
the respective Shareholders of the Vanstar Common to be issued to them pursuant
to this Agreement has been made in accordance with instructions received from
Mentor, CTI and the Partnership, and each of Mentor, CTI and the Partnership for
and on their own behalf and on behalf of the Shareholders hereby expressly
release Vanstar and Buyer from any and all claims and liabilities in connection
with such allocation.

7.2. TAX ADVICE. Notwithstanding any provision to the contrary herein
contained or any agreements, understandings or negotiations prior to the date
hereof, all parties to this Agreement acknowledge that no representation or
warranty has been made to any party or by any party's officers, employees,
agents, accountants or attorneys, with respect to federal income or other tax
consequences of the transactions contemplated by this Agreement and the Merger
or that such transactions are or will be "tax free" or qualify for "pooling of
interests" accounting treatment, and that all parties have relied on their
independent counsel and accountants for all tax advice in connection therewith.

ARTICLE VIII. ESCROW AGREEMENT AND RELATED PROVISIONS

8.1. ESCROW AGREEMENT At the Closing, Mentor, CTI and the Partnership
shall cause to be delivered to Vanstar and Buyer the Escrow Agreement duly
executed by the Shareholders Representative (described in Section, 8.2 hereof)
and a bank or trust company mutually agreeable to Vanstar, Buyer, Mentor, CTI
and the Partnership, as the Escrow Agent. Such Escrow Agreement shall provide
that the Shareholders (acting through the Shareholders Representative) will
indemnify and hold Vanstar and Buyer harmless (on a pro rata basis based upon
their respective ownership percentages set forth in the Consideration Table),
from and against any Damages resulting from the following items (a "Claim" or
"Claims"), subject, however, to the proviso that the liability of the
Shareholders under the Escrow Agreement shall be limited to the Contingent
Amount to be held under the Escrow Agreement:

a. any Damages suffered or incurred by Vanstar or Buyer as a result
of the payment or discharge of any obligation or liability of any of
Mentor, CTI or the Partnership whether accrued, absolute, fixed, contingent
or otherwise, arising on or before the date of the Cut-off Date Balance
Sheet, or in the balance sheet contained in the most recent Subsequent
Monthly Financial Statement delivered to Vanstar and Buyer pursuant to
Section 4.1.4 hereof, if applicable, to the extent not reflected in or
reserved against in such Cut-off Date Balance Sheet or such other balance
sheet, including any Tax liability to the extent not so reflected or
reserved against in such Cut-off Date Balance Sheet or such other balance
sheet;

b. any Damages suffered or incurred by Vanstar or Buyer because any
representation or warranty of any of Mentor, CTI or the Partnership
contained in Section 3.1 hereof, or elsewhere herein or in any certificate
delivered by any of Mentor, CTI, the Partnership or the Shareholders
hereunder or pursuant hereto shall be false or misleading;

c. any Damages resulting from the failure by any of Mentor, CTI or
the Partnership to perform any agreements, covenants or other obligations
contained herein or in any other agreement executed and delivered by it and
required to be performed by it hereunder or thereunder;

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d. any Damages resulting from or relating in any manner to the
conversion of the prior interests of the Limited Partners in the
Partnership into shares of capital stock of CTI, including without
limitation, any claim by any Limited Partner with respect to the method or
procedure utilized by or the authority of the parties taking any action to
effect such conversion, any failure to fully comply with the provisions of
the Partnership Agreement and all Applicable Law in connection therewith,
including any failure of any of Mentor, CTI or the Partnership or Vanstar
to comply with the Roll-up Rules, assuming the Merger is approved by the
Required Mentor Vote.

e. any Damages suffered or incurred by Vanstar, Buyer, Mentor or CTI
as a result of any Shareholder immediately prior to the Merger becoming
entitled, under Applicable Law, or otherwise, to receive payment for such
Shareholders' Mentor Common or CTI Common, as the case may be, in excess of
the amount such dissenting Shareholder would otherwise have received
pursuant to this Agreement.

8.2. SHAREHOLDERS REPRESENTATIVE. Each of Mentor, CTI and the Partnership
hereby irrevocably appoint, and by their adoption and approval of this Agreement
pursuant to Section 5.1 hereof, the Shareholders shall be deemed to have elected
and irrevocably appointed, Dr. Joseph H. Oshins as their representative (the
"Shareholders Representative") to act under the Escrow Agreement solely and
exclusively for the benefit of the Shareholders with full power, without any
further consent of Mentor, CTI, the Partnership or any of such Shareholders to
(i) execute and deliver the Escrow Agreement on behalf of the Shareholders, (ii)
give any and all instructions as may be required or as he in his sole discretion
deems appropriate under any provisions of the Escrow Agreement, (iii) make all
such other determinations and to give all such other instructions to the Escrow
Agent as the Shareholders Representative shall deem necessary or desirable to
carry out the provisions of the Escrow Agreement, and (iv) in the name and on
behalf of Mentor, CTI, the Partnership and such Shareholders to make any
amendment to or modification of the Escrow Agreement or make any determination,
compromise, settlement, request or demand or give any waiver, notice or consent
under the Escrow Agreement; and Vanstar and Buyer shall be required to look to
and may rely exclusively upon any such instructions, amendments, modifications,
determinations, compromises, settlements, requests or demands, waivers, notices
or consents or other acts of the Shareholders Representative. The duties of the
Shareholders Representative shall only be those which are specifically provided
in the Escrow Agreement, and the Shareholders Representative shall incur no
liability whatsoever in his capacity as such except for his willful misconduct
or gross negligence so long as he acts in good faith. The Shareholders
Representative shall be fully protected in following any instructions given to
him by holders of more than 50% of the outstanding shares of capital stock of
each of Mentor and CTI immediately prior to the Effective Time, whether such
instructions be in writing or by vote of such Shareholders at a meeting called
by the Shareholders Representative on ten (10) days' notice to such Shareholders
at their addresses as set forth in the stock books of Mentor and CTI immediately
prior to the Effective Time, but the Shareholders Representative shall be under
no duty to apply for such instructions in making any determination or taking any
other action under the Escrow Agreement.

ARTICLE IX. TERMINATION

9.1. TERMINATION. This Agreement may be terminated at any time prior to
the Closing Date:

a. by the written agreement of the parties hereto;

b. by any of Mentor, CTI, the Partnership, Vanstar or Buyer by
written notice to the other parties if the transactions contemplated hereby
shall not have been consummated pursuant hereto by 5:00 p.m. San Francisco,
California time on September 30, 1996, unless such date shall be extended
by the mutual written consent the parties hereto;

c. by Vanstar and Buyer by written notice to Mentor, CTI and the
Partnership if any of the conditions set forth in Sections 6.1 or 6.2 shall
not have been, or if it becomes apparent that any of such conditions will
not be, fulfilled by 5:00 p.m. San Francisco, California time on September
30, 1996, unless such failure shall be due to the failure of Vanstar or
Buyer to perform or comply with any of the covenants, agreements or
conditions hereof to be performed or complied with by it prior to the
Closing;

d. by any of Mentor, CTI or the Partnership by written notice to
Vanstar and Buyer if any of the conditions set forth in Sections 6.1 or 6.3
shall not have been, or if it becomes apparent that any of such conditions

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<PAGE>

will not be, fulfilled by 5:00 p.m. San Francisco, California time on
September 30, 1996, unless such failure shall be due to the failure of any
of Mentor, CTI or the Partnership to perform or comply with any of the
covenants, agreements or conditions hereof to be performed or complied with
by it prior to the Closing; or

e. by Vanstar and Buyer upon the delivery of written notice of their
election to terminate this Agreement as the result of their inspection of
the Schedules to Mentor, CTI and the Partnership on or before 5:00 P.M.,
E.S.T. on June 14, 1996.

9.2. EFFECT OF TERMINATION. In the event of the termination of this
Agreement pursuant to the provisions of Section 9.1 hereof, this Agreement shall
become void and have no effect, without any liability to any Person in respect
hereof or in connection with the transactions contemplated hereby on the part of
any party hereto, or any of its directors, officers, employees, agents,
consultants, representatives, advisers, stockholders or Affiliates, except (i)
as specified in Sections 9.3 and 10.1 hereof, (ii) for any Damages suffered by
Vanstar and Buyer resulting from Mentor, CTI or the Partnership's material
breach of the covenants set forth in Article 4.1 hereof, and (iii) for any
Damages suffered by Mentor, CTI or the Partnership resulting from Vanstar or
Buyer's material breach of the covenants set forth in Article 4.2 hereof;
provided that Vanstar and Buyer shall have the absolute right to terminate this
Agreement without any liability in accordance with Section 9.1.e above.

9.3. BREAK-UP FEE. In the event this Agreement is terminated (i) as a
result of the failure of the Registration Statement to have become effective in
accordance with Applicable Law by September 20, 1996, (ii) by Vanstar and Buyer
as the result of the failure by September 30, 1996 to be satisfied of the
conditions precedent set forth in Sections 6.2.1 (but only if the Damages
reasonably expected to result from the breach giving rise to the failure of the
condition do not exceed $50,000; otherwise, this SECTION 9.3 shall not be
applicable to such termination), 6.2.3, 6.2.4, 6.2.7, 6.2.8, 6.2.11, 6.2.12 or
6.2.15, or (iii) by Mentor, CTI and the Partnership as the result of the failure
by September 30, 1996 to be satisfied of the conditions precedent set forth in
Sections 6.3.1, 6.3.2., 6.3.5, 6.3.6 or 6.3.8, then, in such event, Vanstar
shall pay to the Partnership $190,000 in cash, in readily available funds. Such
payment shall represent each of Mentor's, CTI's, the Partnership's and each
Shareholder's sole and exclusive remedy for any claims arising from this
Agreement or the termination thereof. Such payment is each party's estimate of
the damages arising from the termination of this Agreement as a result of any
such provisions, and shall constitute liquidated damages for any claims based
thereon and not a penalty.

ARTICLE X. MISCELLANEOUS

10.1. EXPENSES. Each of Mentor, CTI and the Partnership on the one
hand, and Vanstar and Buyer, on the other hand, shall bear their respective
expenses, costs and fees (including attorneys', auditors' and financing
commitment fees) in connection with the transactions contemplated hereby,
including the preparation, execution and delivery of this Agreement and
compliance herewith (the "Transaction Expenses"), whether or not the
transactions contemplated hereby shall be consummated.

10.2. SEVERABILITY. If any provision of this Agreement, including any
phrase, sentence, clause, section or subsection is inoperative or unenforceable
for any reason, such circumstances shall not have the effect of rendering the
provision in question inoperative or unenforceable in any other case or
circumstance, or of rendering any other provision or provisions herein contained
invalid, inoperative, or unenforceable to any extent whatsoever.

10.3. NOTICES. All notices, requests, demands, waivers and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been duly given if (a) delivered
personally, (b) sent by reputable next-day or overnight mail or delivery, proof
of delivery requested, or (c) sent by facsimile (receipt confirmed) to the
numbers set forth below:

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(i) if to Vanstar or Buyer,

Vanstar Corporation
5964 W. Las Positas Blvd.
Pleasanton, CA 94566-9012
Attention: General Counsel
Facsimile No.: (510) 734-4823

with a copy to:

Stanley R. Huller, Esq.
Arter & Hadden
1717 Main Street, Suite 4100
Dallas, Texas 75201
Facsimile No.: (214) 741-7139

(ii) if to Mentor, CTI or the Partnership,

Mentor Technologies, Inc.
500 W. Wilson Bridge Road, Suite 130
Worthington, Ohio 43085
Attention: Joseph H. Oshins, President
Facsimile No.: (614) 841-4599

with a copy to:

Dixon F. Miller, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
Facsimile No.: (614) 227-4492

or, in each case, at such other address as may be specified in writing to the
other parties hereto.

All such notices, requests, demands, waivers and other communications shall
be deemed to have been received (w) if by personal delivery on the day of such
delivery, (x) if by next-day or overnight mail or delivery, on the day
delivered, or (y) if by facsimile (receipt confirmed), the date of transmission.

10.4. HEADINGS. The headings contained in this Agreement are for
purposes of convenience only and shall not affect the meaning or interpretation
of this Agreement.

10.5. ENTIRE AGREEMENT. This Agreement (including the Schedules
hereto) and the other agreements executed and delivered by the parties hereunder
or pursuant hereto (when executed and delivered) constitute the entire agreement
and supersede all prior agreements and understandings, both written and oral,
among the parties hereto with respect to the subject matter hereof.

10.6. COUNTERPARTS. This Agreement may be executed in several
counterparts, each of which shall be deemed an original and all of which shall
together constitute one and the same instrument. Executed signature pages of
this Agreement may be transmitted to other parties to this Agreement by
facsimile and, if so transmitted, shall be deemed valid and binding on the party
transmitting its signature by facsimile. That party shall undertake to transmit
original signature pages as soon as possible thereafter.

10.7. GOVERNING LAW, ETC. This Agreement shall be governed in all
respects, including as to validity, interpretation and effect, by the internal
laws of the State of Ohio without giving effect to the conflict of laws rules
thereof.

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<PAGE>

10.8. BINDING EFFECT. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs,
successors and permitted assigns.

10.9. ASSIGNMENT. This Agreement shall not be assignable or otherwise
transferable by any party hereto without the prior written consent of the other
parties hereto.

10.10. NO THIRD PARTY BENEFICIARIES. Nothing in this Agreement shall
confer any rights upon any Person or entity other than the parties hereto and
their respective, successors and permitted assigns.

10.11. AMENDMENT; WAIVERS, ETC. No amendment, modification or discharge
of this Agreement, and no waiver hereunder, shall be valid or binding unless set
forth in writing and duly executed-by the party against whom enforcement of the
amendment, modification, discharge or waiver is sought. Any such waiver shall
constitute a waiver only with respect to the specific matter described in such
writing and shall in no way impair the rights of the party granting such waiver
in any other respect or at any other time. Neither the waiver by any of the
parties hereto of a breach of or a default under any of the provisions of this
Agreement, nor the failure by any of the parties, on one or more occasions, to
enforce any of the provisions of this Agreement or to exercise any right or
privilege hereunder, shall be construed as a waiver of any other breach or
default of a similar nature, or as a waiver of any of such provisions, rights or
privileges hereunder. The rights and remedies herein provided are cumulative
and are not exclusive of any rights or remedies that any party may otherwise
have at law or in equity.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

VANSTAR CORPORATION

By: /S/ H. Christopher Covington
---------------------------------------------
Name: H. Christopher Covington
--------------------------------------------
Title: Sr. Vice President and General Counsel
-------------------------------------------

VST MIDWEST, INC.

By: /S/ H. Christopher Covington
---------------------------------------------
Name: H. Christopher Covington
--------------------------------------------
Title: Vice President and Secretary
-------------------------------------------

MENTOR TECHNOLOGIES, INC.

By: /S/ Joseph H. Oshins
---------------------------------------------
Name: Joseph H. Oshins
--------------------------------------------
Title: President
-------------------------------------------

CYBERNETICS TUTOR, INC.

By: /S/ Joseph H. Oshins
---------------------------------------------
Name: Joseph H. Oshins
--------------------------------------------
Title: President
-------------------------------------------

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<PAGE>

MENTOR TECHNOLOGIES, LTD.

By: MENTOR TECHNOLOGIES, INC.
Its General Partner

By: /S/ Joseph H. Oshins
---------------------------------------------
Name: Joseph H. Oshins
--------------------------------------------
Title: President
-------------------------------------------

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<PAGE>

OHIO REVISED CODE SECTION 1701.85
QUALIFICATIONS OF AND PROCEDURES FOR DISSENTING SHAREHOLDERS

(A)(1) A shareholder of a domestic corporation is entitled to relief as a
dissenting shareholder in respect of the proposals in sections 1701.74, 1701.76,
and 1701.84 of the Revised Code, only in compliance with this section.

(2) If the proposal must be submitted to the shareholders of the
corporation involved, the dissenting shareholder shall be a record holder of the
shares of the corporation as to which he seeks relief as of the date fixed for
the determination of shareholders entitled to notice of a meeting of the
shareholders at which the proposal is to be submitted, and such shares shall not
have been voted in favor of the proposal. Not later than ten days after the
date on which the vote on such proposal was taken at the meeting of the
shareholders, the shareholder shall deliver to the corporation a written demand
for payment to him of the fair cash value of the shares as to which he seeks
relief, stating his address, the number and class of such shares, and the amount
claimed by him as the fair cash value of the shares.

(3) The dissenting shareholder entitled to relief under division (C) of
section 1701.84 of the Revised Code in the case of a merger pursuant to section
1701.80 of the Revised Code and a dissenting shareholder entitled to relief
under division (E) of section 1701.84 of the Revised Code in the case of a
merger pursuant to section 1701.801 of the Revised Code shall be a record holder
of the shares of the corporation as to which he seeks relief as of the date on
which the agreement of merger was adopted by the directors of that corporation.
Within twenty days after he has been sent the notice provided in section 1701.80
or 1701.801 of the Revised Code, the shareholder shall deliver to the
corporation a written demand for payment with the same information as that
provided for in division (A)(2) of this section.

(4) In the case of a merger or consolidation, a demand served on the
constituent corporation involved constitutes service on the surviving or the
new corporation, whether served before, on, or after the effective date of
the merger or consolidation.

(5) If the corporation sends to the dissenting shareholder, at the
address specified in his demand, a request for the certificates representing
the shares as to which he seeks relief, he, within fifteen days from the date
of the sending of such request, shall deliver to the corporation the
certificates requested, in order that the corporation may forthwith endorse
on them a legend to the effect that demand for the fair cash value of such
shares has been made. The corporation promptly shall return such endorsed
certificates to the shareholder. Failure on the part of the shareholder to
deliver such certificates terminates his rights as a dissenting shareholder,
at the option of the corporation, exercised by written notice sent to him
within twenty days after the lapse of the fifteen-day period, unless a court
for good cause shown otherwise directs. If shares represented by a
certificate on which such a legend has been endorsed are transferred, each
new certificate issued for them shall bear a similar legend, together with
the name of the original dissenting holder of such shares. Upon receiving a
demand for payment from a dissenting shareholder who is the record holder of
uncertificated securities, the corporation shall make an appropriate notation
of the demand for payment in its shareholder records. If uncertificated
shares for which payment has been demanded are to be transferred, any new
certificate issued for the shares shall bear the legend required for
certificated securities as provided in this paragraph. A transferee of the
shares so endorsed, or of uncertificated securities where such notation has
been made, acquires only such rights in the corporation as the original
dissenting holder of such shares had immediately after the service of a
demand for payment of the fair cash value of the shares. Such request by the
corporation is not an admission by the corporation that the shareholder is
entitled to relief under this section.

(B) Unless the corporation and the dissenting shareholder shall have come
to an agreement on the fair cash value per share of the shares as to which he
seeks relief, the shareholder or the corporation, which in case of a merger or
consolidation may be the surviving or the new corporation, within three months
after the service of the demand by the shareholder, may file a complaint in the
court of common pleas of the county in which the principal office of the
corporation which issued such shares is located, or was located at the time when
the proposal was adopted by the shareholders of the corporation, or, if the
proposal was not required to be submitted to the shareholders, was approved by
the directors. Other dissenting shareholders, within the period of three
months, may join as plaintiffs, or may be joined as defendants in any such
proceeding, and any two or more such proceedings may be consolidated. The
complaint shall contain a brief statement of the facts, including the vote and
the facts entitling the dissenting shareholder to the relief demanded. No
answer to such complaint is required. Upon the filing of the complaint, the
court, on motion of the petitioner, shall enter an order fixing a date for a
hearing on the complaint, and requiring that a copy of the complaint and a
notice of the filing and of the date for hearing be given to the respondent or
defendant in the manner in which summons

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<PAGE>

is required to be served or substituted service is required to be made in other
cases. On the day fixed for the hearing on the complaint or any adjournment of
it, the court shall determine from the complaint and from such evidence as is
submitted by either party whether the shareholder is entitled to be paid the
fair cash value of any shares and, if so, the number and class of such shares.
If the court finds that the shareholder is so entitled, the court may appoint
one or more persons as appraisers to receive evidence and to recommend a
decision on the amount of the fair cash value. The appraisers have such power
and authority as is specified in the order of their appointment. The court
thereupon shall make a finding as to the fair cash value of a share, and shall
render judgment against the corporation for the payment of it, with interest at
such rate and from such date as the court considers equitable. The costs of the
proceeding, including reasonable compensation to the appraisers to be fixed by
the court, shall be assessed or apportioned as the court considers equitable.
The proceeding is a special proceeding, and final orders in it may be vacated,
modified, or reversed on appeal pursuant to the Rules of Appellate Procedure
and, to the extent not in conflict with those rules, Chapter 2505. of the
Revised Code. If, during the pendency of any proceeding instituted under this
section, a suit or proceeding is or has been instituted to enjoin or otherwise
to prevent the carrying out of the action as to which the shareholder has
dissented, the proceeding instituted under this section shall be stayed until
the final determination of the other suit or proceeding. Unless any provision
in division (D) of this section is applicable, the fair cash value of the shares
as agreed upon by the parties or as fixed under this section shall be paid
within thirty days after the date of final determination of such value under
this division, the effective date of the amendment to the articles, or the
consummation of the other action involved, whichever occurs last. Upon the
occurrence of the last such event, payment shall be made immediately to a holder
of uncertificated securities entitled to such payment. In the case of holders
of shares represented by certificates, payment shall be made only upon and
simultaneously with the surrender to the corporation of the certificates
representing the shares for which such payment is made.

(C) If the proposal was required to be submitted to the shareholders of
the corporation, fair cash value as to those shareholders shall be determined as
of the day prior to that on which the vote by the shareholders was taken and, in
the case of a merger pursuant to section 1701.80 or 1701.801 of the Revised
Code, fair cash value as to shareholders of a constituent subsidiary corporation
shall be determined as of the day before the adoption of the agreement of merger
by the directors of the particular subsidiary corporation. The fair cash value
of a share for the purposes of this section is the amount that a willing seller,
under no compulsion to sell, would be willing to accept, and that a willing
buyer, under no compulsion to purchase, would be willing to pay, but in no event
shall the fair cash value of it exceed the amount specified in the demand of the
particular shareholder. In computing such fair cash value, any appreciation or
depreciation in market value resulting from the proposal submitted to the
directors or to the shareholders shall be excluded.

(D) The right and obligation of a dissenting shareholder to receive such
fair cash value and to sell such shares as to which he seeks relief, and the
right and obligation of the corporation to purchase such shares and to pay fair
cash value of them terminates if:

(1) Such shareholder has not complied with this section, unless the
corporation by its directors waives such failure;

(2) The corporation abandons, or is finally enjoined or prevented
from carrying out, or the shareholders rescind their adoption, of
the action involved;

(3) The shareholder withdraws his demand, with the consent of the
corporation by its directors;

(4) The corporation and the dissenting shareholder shall not have
come to an agreement as to the fair cash value per share, and
neither the shareholder nor the corporation shall have filed or
joined in a complaint under division (B) of this section within
the period provided.

(E) From the time of giving the demand, until either the termination of
the rights and obligations arising from it or the purchase of the shares by the
corporation, all other rights accruing from such shares, including voting and
dividend or distribution rights, are suspended. If during the suspension, any
dividend or distribution is paid in money upon shares of such class, or any
dividend, distribution, or interest is paid in money upon any securities issued
in extinguishment of or in substitution for such shares, an amount equal to the
dividend, distribution, or interest which, except for the suspension, would have
been payable upon such shares or securities, shall be paid to the holder of
record as a credit upon the fair cash

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<PAGE>

value of the shares. If the right to receive fair cash value is terminated
otherwise than by the purchase of the shares by the corporation, all rights of
the holder shall be restored and all distributions which, except for the
suspension, would have been made shall be made to the holder of record of the
shares at the time of termination.

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<PAGE>

ESCROW AGREEMENT

THIS ESCROW AGREEMENT (the "Agreement") is made as of ______________, 1996
by and among VANSTAR CORPORATION, a Delaware corporation ("Vanstar"), VST
MIDWEST, INC., a Delaware corporation ("Subsidiary"), __________________________
(the "Escrow Agent") and DR. JOSEPH H. OSHINS (the "Shareholders
Representative"). Capitalized terms used but not defined herein shall have the
meanings given to them in that certain Amended and Restated Agreement and Plan
of Merger (the "Merger Agreement"), dated as of June 3, 1996, among Vanstar,
Subsidiary, MENTOR TECHNOLOGIES, INC., an Ohio corporation ("Mentor"),
CYBERNETICS TUTOR, INC., an Ohio corporation ("CTI"), and Mentor Technology,
Ltd., an Ohio limited partnership (the "Partnership").

RECITALS :

WHEREAS, Mentor, Vanstar, Subsidiary and CTI have entered into the Merger
Agreement to provide for the simultaneous merger of Mentor and CTI with and into
Subsidiary (the "Merger"); and

WHEREAS, pursuant to the Merger Agreement, the parties thereto have agreed
that this Escrow Agreement will be executed and delivered by the parties hereto
for the purpose of effecting the distribution of the shares of Vanstar Common to
be distributed immediately following the Closing, administering the shares of
Vanstar Common to be held as security for certain indemnity obligations of the
Shareholders, as provided in the Merger Agreement, and to provide for the
repurchase by Vanstar of certain fractional shares of the Vanstar Common that
may result from the Merger;

NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein and in the Merger Agreement, and intending to be legally bound,
the parties hereto do hereby agree as follows:

1. APPOINTMENT OF SHAREHOLDER REPRESENTATIVE.

Pursuant to the Merger Agreement the Shareholders Representative has been
appointed, and the Shareholders Representative hereby agrees to act, as the
representative of the Persons entitled to receive the Initial Amount, the
Contingent Amount and any cash payments in connection with Vanstar's repurchase
of fractional shares of Vanstar Common resulting from the Merger, subject to the
terms and provisions of the Merger Agreement and of this Escrow Agreement. No
bond shall be required of the Shareholders Representative, and the Shareholders
Representative shall receive $10.00 as compensation for all services hereunder.

2. APPOINTMENT OF ESCROW AGENT; ESCROW FUND.

(a) Vanstar, Subsidiary, and the Shareholders Representative hereby
appoint the Escrow Agent, and the Escrow Agent hereby agrees to act, as the
agent of such parties in performing the duties of the Escrow Agent provided for
herein. As compensation for Escrow Agent's services hereunder, the Escrow Agent
shall receive an amount equal to $________, payable
_____________________________, which amount shall be in addition to any amounts
that are required to be reimbursed to the Escrow Agent for Administrative Costs
(as such term is defined in Section 6(d) hereof).

(b) On the date hereof, Vanstar shall cause to be deposited with the
Escrow Agent Vanstar Common representing the number of whole shares of Vanstar
Common comprising the Initial Amount, the number of whole shares of Vanstar
Common representing the Contingent Amount (the "Escrow Shares") and $2,000.00 in
cash for the purpose of repurchasing fractional shares of Vanstar Common. The
Escrow Shares and the cash remaining after repurchase of all fractional shares
of Vanstar Common associated with the Initial Amount, together with any
dividends or other distributions paid thereon, during the term hereof shall
constitute an escrow fund (the "Escrow Fund") to be governed by and subject to
the terms set forth herein.

(c) The Initial Amount and such cash (the "Initial Fractional Share Cash")
as may be necessary to repurchase any fractional shares of Vanstar Common in
connection with the distribution of the Initial Amount to the Shareholders as
provided herein and in the Merger Agreement shall be (i) separated from the
remaining cash (the "Subsequent Fractional Share Cash") and the Contingent
Amount, and (ii) administered in accordance with the provisions of Section 10
hereof. The Contingent Amount and any the Subsequent Fractional Share Cash
shall be held in and shall otherwise be subject to

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the provisions contained herein regarding the Escrow Fund, including the
distribution thereof in whole or in part to Vanstar and/or the Shareholders, as
hereafter provided.

(d) Upon compliance with the terms hereof, Vanstar shall be entitled to
receive payment from the Escrow Fund for all Claims with respect to which
Vanstar or Subsidiary shall be entitled to indemnification under Article VIII of
the Merger Agreement. As provided in Article VIII of the Merger Agreement, the
indemnification obligations of the Shareholders to Vanstar and Subsidiary under
Article VIII of the Merger Agreement shall be limited to the Escrow Fund.

(e) The Escrow Agent shall hold, safeguard and dispose of the Escrow Fund
in accordance with the terms hereof.

(f) For purposes of this Agreement, each share of Vanstar Common being
held in the Escrow Fund shall have a value equal to $_______ (the "Exchange
Value" ) and such valuation shall apply throughout the duration of the Escrow
Period.

3. ESCROW PERIOD. The escrow created hereby shall remain in existence until
the date upon which all of the Escrow Shares and other assets in the Escrow Fund
have been distributed in accordance herewith (such period being referred to
herein as the "Escrow Period").

4. CLAIM SUBMISSION PERIOD. With respect to each Claim, Vanstar shall deliver
to the Escrow Agent, at any time between the date hereof and [six months after
Closing] (the "Claim Submission Period"), a certificate signed by an executive
officer of Vanstar ("Officer's Certificate"):

(i) stating that Vanstar or Subsidiary has paid, suffered or properly
accrued, or Vanstar or Subsidiary in good faith reasonably anticipates that
Vanstar or Subsidiary will have to pay, suffer or accrue, Damages in the
aggregate amount indicated (including, without limitation, any anticipated
professional and other fees and costs associated therewith) and, with
respect to a Qualifying Offer (as defined in Section 5.(b) below), that the
Qualifying Offer (a copy of which shall be attached to the Officer's
Certificate) has been made and not accepted within the time period
specified therein and the amount of additional Damages (meaning attorneys'
fees and other expenses associated therewith), and further stating that
Vanstar or Subsidiary is entitled to indemnification out of the Escrow Fund
pursuant to this Agreement and the Merger Agreement; and

(ii) specifying in reasonable detail (A) the nature of the liability,
misrepresentation, breach or other matter giving rise to the Claim (B) the
individual items comprising the Claim giving rise to the Damages included
in the amount so stated (or the amount of the Qualifying Offer and
additional Damages, such as attorneys' fees and other expenses, associated
therewith), and (C) the date each such item was paid or properly accrued or
the basis for such anticipated liability.

Upon the Escrow Agent's receipt of the Officer's Certificate, such Claim shall
be administered by the Escrow Agent pursuant to Section 6 below.

5. THIRD PARTY CLAIMS; QUALIFYING OFFERS; QUARTERLY REPORTS.

(a) Within 15 days after receipt by Vanstar or Subsidiary of notice of any
Claim by a third party to which indemnification may be sought under Article VIII
of the Merger Agreement (a "Third Party Claim"), Vanstar or Subsidiary shall
deliver to the Shareholders Representative written notice thereof; provided,
however, that the omission to so notify the Shareholders Representative will not
affect Vanstar's or Subsidiary's right of recourse to the Escrow Fund hereunder.
The Shareholders Representative shall have the right to participate in any such
proceeding and Vanstar or Subsidiary shall have the right (but not the duty) to
control the defense thereof. Whether or not the Shareholders Representative
chooses to participate in the defense of any proceeding involving a Third Party
Claim, each party hereto and their respective successors and assigns agree to
cooperate in the defense and to take all actions in connection with such defense
as may be reasonably requested.

(b) At any time prior to [five months after Closing], Vanstar or
Subsidiary shall have the right to make a written offer to the adverse party in
any Third Party Claim to settle such Claim for an amount specified in such offer
(a

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"Qualifying Offer"), and Vanstar or Subsidiary shall give such third party no
less than twenty (20) days to accept such Qualifying Offer. If a Qualifying
Offer is accepted and the Claim is settled, Vanstar or Subsidiary may seek
indemnification for such Claim within the Claim Submission Period in accordance
with Section 4 hereof. If such Qualifying Offer is rejected or not accepted
within such twenty (20) day period, then Vanstar or Subsidiary shall be entitled
to seek indemnification within ten (10) days from the earlier of Vanstar's or
Subsidiary's receipt of a written rejection of a Qualifying Offer or the
expiration of such twenty (20) day period for the amount of such Qualifying
Offer (together with all expenses and costs relating thereto, including without
limitation attorneys' fees) from the Escrow Fund in accordance with Section 6
hereof.

(c) Vanstar and Subsidiary shall use reasonable efforts to provide to the
Shareholders Representative a report at the end of each month following the date
hereof through the Escrow Period, identifying with reasonable detail, any
potential Claims or circumstances which may lead to a Claim that have not
previously been the subject of a Claim Notice (as defined in Section 6 hereof);
provided, however, that the failure of Vanstar or Subsidiary to deliver such
report or to identify any Claim shall not constitute a waiver of or otherwise
affect any rights of Vanstar or Subsidiary hereunder or under the Merger
Agreement with regard to such Claim.

6. ADMINISTRATION OF CLAIMS.

(a) ACCEPTED CLAIMS. At the time of delivery of an Officer's Certificate
to the Escrow Agent pursuant to Section 4 hereof, a duplicate copy of such
Officer's Certificate shall be delivered by Vanstar or Subsidiary to the
Shareholders Representative ("Claim Notice"). The Shareholders Representative
shall have a period of ten (10) business days from its receipt of a Claim Notice
to review the Officer's Certificate and to deliver to Vanstar, Subsidiary and
Escrow Agent written notice of its rejection of all or any portion of the Claim
referenced therein ("Rejection Notice"). If no Rejection Notice is received by
Vanstar or Subsidiary and the Escrow Agent within the Rejection Period, then
such Claim shall become an "Accepted Claim."

(b) REJECTED CLAIMS. For any Claim which is the subject of a Rejection
Notice (a "Rejected Claim"), the Shareholders Representative, Vanstar and
Subsidiary shall attempt in good faith to agree upon the rights of the
respective parties with respect to such Claim. If the Shareholders
Representative, Vanstar and Subsidiary so agree, a memorandum setting forth such
agreement shall be prepared and signed by Vanstar, Subsidiary and the
Shareholders Representative and furnished to the Escrow Agent, whereupon such
Rejected Claim shall become an "Accepted Claim."

(c) RESOLUTION OF DISPUTE. If no agreement contemplated by Section 6(b)
above between the Shareholders Representative, Vanstar and Subsidiary can be
reached with respect to a Rejected Claim after good faith negotiation with
respect thereto within thirty (30) days of Vanstar's or Subsidiary's receipt of
a Rejection Notice, Vanstar, Subsidiary and the Shareholders Representative
shall mutually select an independent third party (the "Designated Party") whose
determination of the Rejected Claim and the amount of Damages (if any)
associated therewith shall be final, nonappealable and binding; provided,
however, with respect to any Claim which has been the subject of a Qualifying
Offer, the Designated Party shall be entitled only to determine whether or not
such Claim is subject to the indemnification obligations of the Shareholders
under the Merger Agreement; and the Designated Party shall have no authority to
reduce or increase the amount of such Claim from the amount of the Qualifying
Offer and Damages associated therewith. The Designated Party shall be a Person
having a good general knowledge of the industry in which Subsidiary operates
(following the Merger) and shall be knowledgeable with regard to business and
financial matters generally. In the event Vanstar, Subsidiary and the
Shareholders Representative shall fail to agree upon a Designated Party within
thirty (30) days after Vanstar's or Subsidiary's receipt of a Rejection Notice,
the Designated Party shall be the managing partner of the Columbus, Ohio offices
of an independent "Big Six" accounting firm selected by Vanstar from any three
of such firms proposed by the Shareholders Representative. Upon the
determination by the Designated Party in accordance herewith of the fact that a
Claim is subject to indemnification, in the case of any Claim which has been the
subject of a Qualifying Offer, or of the amount any Damages, if any, applicable
to a Rejected Claim, each such Claim shall thereupon become an "Accepted Claim."
All determinations by a Designated Party hereunder shall be made in accordance
with the expedited commercial rules of the American Arbitration Association.

(d) ADMINISTRATIVE COSTS AND SHAREHOLDERS EXPENSES.

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(i) All costs and expenses of administering this Agreement
(including, without limitation, fees and expenses of the Escrow Agent and
any Designated Party) ("Administrative Costs") shall be borne by Vanstar,
Subsidiary and the Escrow Fund as hereinafter provided. Administrative
Costs shall be paid by Vanstar and Subsidiary within fifteen (15) business
days after receipt by them of an invoice from the Escrow Agent therefor.
Within five (5) business days of either the payment of such costs to the
Escrow Agent or delivery by Vanstar or Subsidiary to the Escrow Agent of
evidence that such Administrative Costs have been paid, Vanstar shall be
entitled to receive Escrow Shares having an aggregate Exchange Value equal
to fifty percent (50%) of the amount of such payment. Neither Vanstar nor
Subsidiary shall be under any obligation to bear any expenses pursuant to
this Section 6(d) at any time that the Escrow Fund shall be exhausted or
following the termination of this Agreement.

(ii) The Escrow Agent shall be indemnified and saved harmless by
Vanstar and Subsidiary from and against any and all liability, including
all expenses reasonably incurred in its defense, to which the Escrow Agent
shall be subjected by reason of any action taken or omitted or any
investment or disbursement of any part of the Escrow Fund made by the
Escrow Agent pursuant to this Agreement, unless caused by the gross
negligence or willful misconduct of the Escrow Agent. The costs and
expenses of enforcing this right of indemnification shall also be paid by
Vanstar and Subsidiary, and this right of indemnification shall survive the
termination of this Agreement and/or the resignation or removal of the
Escrow Agent. The indemnification and other obligations of Vanstar and
Subsidiary to the Escrow Agent set forth in this Subsection 6(d)(ii) shall
be borne by the Escrow Fund, and the Escrow Agent shall release to Vanstar
Escrow Shares having an aggregate Exchange Value equal to the amount of any
such payment by Vanstar or Subsidiary within five (5) business days of the
Escrow Agent's receipt of a written request by Vanstar or Subsidiary
therefor; provided that if the Escrow Agent is entitled to indemnification
in excess of the aggregate Exchange Value of the Escrow Shares and any
other amounts in the Escrow Fund, then such indemnification obligation
shall be borne directly by Vanstar or Subsidiary.

(iii) The Shareholders Representative shall be entitled to
indemnification from the Escrow Fund (or Vanstar and Subsidiary, subject to
the limitations set forth below) for any liabilities, costs or expenses,
arising from actions or decisions made in good faith in managing and
discharging his or her duties and responsibilities in accordance with the
terms hereof ("Indemnified Amounts"). All Indemnified Amounts, costs and
expenses of, and compensation payable to, the Shareholders Representative,
including, without limitation, those payable to attorneys and other third
parties hired by the Shareholders Representative (the latter being
collectively referred to as "Shareholder Representation Expenses"), shall
be advanced by Vanstar or Subsidiary upon the submission by the
Shareholders Representative of a certificate ("Representative's
Certificate") certifying (A) the nature of the expenses incurred, (B) the
amount of the expenses incurred, and (C) that the expenses were properly
incurred in connection with the performance of the duties of the
Shareholders Representative hereunder and, with respect to Indemnified
Amounts, that such indemnification or reimbursement is proper hereunder.
Vanstar and Subsidiary shall have ten (10) business days to review the
Representative's Certificate and deliver their written objection to any
expenses contained therein to the Shareholders Representative and the
Escrow Agent. In the event that Vanstar and Subsidiary do not object to
any expenses in the Representative Certificate within such ten (10) day
period, Vanstar and Subsidiary shall, within five (5) business days
thereafter, pay to the Shareholders Representative, or its designee, the
Shareholder Representation Expenses identified in the Representative's
Certificate. If Vanstar, Subsidiary and the Shareholders Representative
cannot agree on the propriety of a Shareholders Representation Expense
identified in a Representative's Certificate, then such matter shall be
referred to the Designated Party and decided in accordance with Section
6(c) hereof. At any time after the payment of a Shareholder Representation
Expense, Vanstar and Subsidiary shall be entitled to submit the
Representative's Certificate along with a certificate signed by an
executive officer of Vanstar or Subsidiary to the effect that the
Shareholder Representation Expenses referred to in the Representative's
Certificate have been paid, and within five (5) days from the receipt of
such items by the Escrow Agent, the Escrow Agent shall release to Vanstar
Escrow Shares having an aggregate Exchange Value equal to one hundred
percent (100%) of such Shareholder Representation Expenses.
Notwithstanding the foregoing, neither Vanstar nor Subsidiary shall have
any obligation to pay or reimburse any Shareholder Representation Expenses
at any time during which the aggregate amount of outstanding Claims which
have been submitted to the Escrow Agent for payment from the Escrow Fund
shall exceed the value of the Escrow Shares remaining in the Escrow Fund.
In the event that there are insufficient Escrow Shares in the Escrow Fund
to satisfy an Indemnified Amount, then Vanstar or Subsidiary shall pay such
Indemnified Amount to the Shareholders Representative; provided, however,
that such obligation of Vanstar and Subsidiary shall be limited to the
aggregate Exchange Value of all Escrow Shares released to Vanstar
hereunder, other than Escrow Shares released to Vanstar in connection with
the payment of an Indemnified Amount.

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(e) PAYMENT OF CLAIMS AND EXPENSES. The Administrative Costs and
Shareholders Representation Expenses shall be paid in accordance with Section
6(d) above. Once a Claim has become an Accepted Claim in accordance with the
terms of this Agreement, the Escrow Agent shall, within five (5) business days
of the written request of Vanstar or Subsidiary, deliver to Vanstar Escrow
Shares having an aggregate Exchange Value equal to the amount of the Claim for
which Vanstar or Subsidiary is entitled to indemnification, rounded to the
nearest whole share (with fractional shares equal to or less than .50 being
rounded down).

7. EXPIRATION OF ESCROW PERIOD.

(a) On six months after Closing, any Escrow Shares and any other assets
(including dividends) remaining in the Escrow Fund shall be delivered to the
Shareholders in the respective amounts allocable thereto as provided in the
Merger Agreement and in Section 10(a) hereof. Such Escrow Shares and any
other amounts (including amounts resulting from the repurchase of fractional
shares of Vanstar Common, as provided in the Merger Agreement and in Section
10(f) hereof) shall be distributed in accordance with the provisions of
Section 10(d) hereof.

(b) Following the expiration of the Escrow Period and distribution in
accordance herewith of the Escrow Fund, the Escrow created hereby and this
Agreement, other than the provisions of Section 11 and the indemnification
obligations contained in Sections 6(d)(ii) and 6(d)(iii) hereof shall terminate.

8. DISTRIBUTIONS; VOTING; TRANSFER RESTRICTIONS.

(a) Any cash dividends, dividends payable in securities or other
distributions of any kind (including, without limitation, any shares received
upon a stock split) made in respect of any securities in the Escrow Fund shall
be added to the Escrow Fund and shall constitute a part thereof. The Escrow
Agent shall invest any cash held in the Escrow Fund in an interest-bearing
account or money market instruments in accordance with written instructions from
Vanstar or Subsidiary. Any interest payable on the funds shall be added to the
Escrow Fund and shall constitute a part thereof. The parties acknowledge that
the Escrow Agent shall not be liable for any diminution in value of the Escrow
Fund as a result of losses from investments made pursuant to this Agreement.

(b) The Escrow Shares shall be issued and held in the name of the Escrow
Agent. Upon receipt of written notice from Vanstar of a proposed meeting of
Vanstar stockholders, the Escrow Agent will arrange for the mailing of a request
for instructions to vote ("Request for Instructions") to each Shareholder with
regard to that number of whole Escrow Shares such person would be entitled to
receive if the Escrow Fund were disbursed as of the record date for the meeting
at which such Escrow Shares are entitled to vote. The Escrow Agent hereby
grants to the Shareholders Representative an irrevocable proxy to vote the
Escrow Shares and shall deliver to the Shareholders Representative the results
of the responses to Requests for Instructions. The Shareholders Representative
shall have the voting rights with respect to the Escrow Shares contemplated
hereby (and with respect to any other voting securities with respect to which
the Escrow Fund shall apply) during the entire period that such Escrow Shares or
other voting securities are held in the Escrow Fund. The Shareholder
Representative shall vote all Escrow Shares which at any time comprise a part of
Requests for Instructions which are returned in accordance with such
instructions and in the discretion of the Shareholders Representative with
respect to all other Escrow Shares. The Escrow Agent shall execute and deliver
to the Shareholders Representative, upon request, all such proxies, forms for
election or other instruments which it receives in connection with the voting of
any Escrow Shares and which shall be required to effectuate the foregoing voting
arrangements.

(c) The Shareholders shall not transfer, and the Escrow Agent shall not be
required to register the transfer of, any interest in the Escrow Shares until
the expiration of the Escrow Period and the attendant distribution of the Escrow
Shares, if any, to the Shareholders. Any purported transfer in violation of
this Section 8(c) shall be void and of no effect.

9. SHAREHOLDERS REPRESENTATIVE'S RIGHTS AND RESPONSIBILITIES.

(a) The Shareholders Representative is vested with the authority, duty and
responsibility to represent the interests of the Shareholders in the Escrow Fund
as set forth herein, and in the Merger Agreement, and the Shareholders
Representative agrees to manage and discharge his or her duties and
responsibilities as agent for the Shareholders in accordance with the terms
hereof. The resolution, action, decision, consent or instruction of the
Shareholders Representative shall be final, conclusive and absolutely binding
upon each of the Shareholders, and Vanstar and Subsidiary

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may rely upon any such resolution, action, decision, consent or instruction of
the Shareholders Representative as being the resolution, action, decision,
consent or instruction of each and all of the Shareholders. Notwithstanding
anything to the contrary contained herein, express or implied, the Shareholders
Representative shall not be personally liable for actions or decisions taken or
made in good faith in managing and discharging his or her duties and
responsibilities in accordance with the terms hereof.

(b) In discharging his or her duties and responsibilities hereunder, the
Shareholders Representative shall have all rights and powers necessary and
incident to the proper discharge thereof, including, without limitation, the
right and power to engage and pay for professional and other services. Without
limitation upon the foregoing, the Shareholders Representative shall have the
duty and authority on behalf of the Shareholders to do any thing required of the
Shareholders Representative under this Agreement, including without limitation:

(i) to interpret and construe the provisions of this Agreement;

(ii) to determine and resolve any disputes that may arise under this
Agreement, using his or her best efforts to dispose of all such disputes by
agreed settlement;

(iii) to retain counsel and third parties with regard to Claims or the
defense thereof and to incur fees and expenses on behalf of the Escrow Fund
in connection therewith;

(iv) to give any and all written instructions to the Escrow Agent for
disbursement of the Escrow Fund, or any part thereof; and

(v) to perform all other acts as deemed appropriate by the
Shareholders Representative on behalf of the Shareholders to fully
effectuate and carry out the provisions of this Agreement.

(c) To the extent that any funds or property representing proceeds
received in respect of or relating to any Claim are held or come to be held by
the Shareholders Representative after all of his duties hereunder are
discharged, such funds shall be delivered to the Escrow Agent and shall be held
in, and shall constitute a part of, the Escrow Fund.

(d) In the event of the death, disability or resignation of Dr. Joseph H.
Oshins as Shareholders Representative, the members of Mentor's Board of
Directors immediately preceding the Merger shall designate a successor member to
fill each vacancy so created. Such appointment and designation shall be
immediately effective and shall be binding on all Shareholders.

10. EXCHANGE INSTRUCTIONS.

(a) Attached hereto as Annex I is a complete and correct list of the
Shareholders at the Effective Time, which sets forth, as to each Shareholder,
such Shareholder's name, address, number of shares of Mentor Common or CTI
Common owned, each certificate number and history, and any stop transfer
notations. Also set forth on Annex I is the percentage of Initial Amount,
Contingent Amount and all other distributions to be made hereunder from the
Escrow Fund applicable to each Shareholder.

(b) As soon as practicable after the Effective Time, the Escrow Agent
shall send a Letter of Transmittal, in substantially the form attached hereto as
ANNEX II, together with a return envelope addressed to the Escrow Agent, to each
Shareholder advising such Shareholder of the procedures for surrendering to the
Escrow Agent such Shareholder's certificate or certificates of Mentor Common or
CTI Common, as the case may be, in exchange for a certificate or certificates
evidencing shares of Vanstar Common comprising the Initial Amount and Contingent
Amount and any other distribution to which such Shareholder may be entitled
under the Merger Agreement or hereunder.

(c) Upon receipt by the Escrow Agent from a Shareholder of a certificate
or certificates representing Mentor Common or CTI Common, accompanied by the
appropriate Letter of Transmittal duly completed and executed in accordance with
the instructions appearing therein, the Escrow Agent shall (i) stamp the Letter
of Transmittal to show the date and time of receipt thereof, (ii) examine the
Letter of Transmittal and certificates received by the Escrow Agent to ascertain
whether they appear to have been completed and executed in accordance with the
instructions set forth in the

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Letter of Transmittal and, for any irregular items, follow the Escrow Agent's
regular procedures to attempt to cause any such irregularity to be corrected
or consult with Vanstar for instructions, and (iii) if such Letter of
Transmittal and certificates appear to have been completed and executed in
accordance with the instructions set forth in the Letter of Transmittal (or,
if any irregularity has been corrected or Vanstar has otherwise instructed
the Escrow Agent to proceed with the exchange of certificates), deliver to
such Shareholder (or to a transferee specified in such Letter of Transmittal)
a certificate or certificates representing full shares of Vanstar Common
representing such Shareholder's Initial Amount. Any fractional shares which
a Shareholder shall be entitled to receive with respect to the Initial Amount
shall be repurchased by Vanstar at the Exchange Value out of the Initial
Fractional Share Cash and a cash payment in the amount of such repurchase
shall be paid to such Shareholder at the time of the delivery to the
Shareholder of the shares of Vanstar Common representing the Initial Amount.

(d) The Escrow Agent shall also record, as to any Shareholder who has
promptly submitted his certificates of Mentor Common or CTI Common in exchange
for the shares of Vanstar Common pursuant to Section 10(c), that such
Shareholder shall be entitled to receive such Shareholder's allocated share of
the Contingent Amount, Subsequent Fractional Share Cash and any other amount to
be distributed from the Escrow Fund at the expiration of the Escrow Period
without further action or transmittal; provided, however, that any Shareholder
shall have the right to advise the Escrow Agent at any time in writing of any
changes in the information provided in the Transmittal Letter that may be
requested by the Shareholder. The Contingent Amount and the Subsequent
Fractional Share Cash, if any, shall be delivered to the Shareholders at the end
of the Escrow Period, after the amount or amounts thereof which are to be
distributed to the Shareholders and/or returned to Vanstar, are determined
pursuant to the provisions hereof. Any shares of Vanstar Common representing
the Contingent Amount and any related Subsequent Fractional Share Cash payment
shall be distributed to the Shareholders pursuant to and in accordance with the
provisions of the Letter of Transmittal applicable thereto, as in effect at the
time of any such distribution.

(e) Certificates representing shares of Vanstar Common issued to the
Persons identified in ANNEX III hereto shall bear the following legend on the
back of each certificate:

THE SHARES REPRESENTED BY THIS CERTIFICATE WERE ISSUED IN A
TRANSACTION TO WHICH RULE 145 UNDER THE SECURITIES ACT OF 1933
APPLIES. THE SHARES REPRESENTED BY THIS CERTIFICATE MAY ONLY BE
TRANSFERRED IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT DATED AS OF
___________, 1996, BETWEEN THE REGISTERED HOLDER AND VANSTAR
CORPORATION, A COPY OF WHICH AGREEMENT IS ON FILE AT THE PRINCIPAL
OFFICES OF VANSTAR CORPORATION.

(f) No fractional shares of Vanstar Common shall be issued in connection
with the distribution of the Initial Amount or the Contingent Amount hereunder.
Instead, any fractional shares of Vanstar Common that would otherwise be
issuable hereunder shall be eliminated through the repurchase thereof by Vanstar
at the Exchange Value, as herein provided.

(g) If any Shareholder shall report that his or her failure to surrender
any certificate or certificates representing shares of Mentor Common or CTI
Common registered in his or her name is due to the loss, misplacement or
destruction of such certificate or certificates, the Escrow Agent shall require
such Shareholder to furnish a Bond or Indemnity Agreement in form satisfactory
to the Escrow Agent and Vanstar before delivering to such Shareholder or his or
her transferee the certificate or certificates for the shares of Vanstar Common
to which he or she is entitled.

(h) Escrow Agent shall forward to Vanstar at the address listed below, a
periodic report of the items presented for exchange:

The Company Contact: H. Christopher Covington, Esq.
Company Address: 5974 W. Las Positas Blvd.
Pleasanton, CA 94566-9012
Telephone: (510) 734-4102
Telecopy: (510) 734-4823

(i) On or before January 31 of the year following the termination of the
Escrow Agreement, the Escrow Agent will prepare and mail to each Shareholder,
other than Shareholders who demonstrate their status as non-resident aliens in
accordance with United States Treasury Regulations, a Form 1099-B reporting any
cash payments, in accordance

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with such Treasury Regulations. The Escrow Agent will also prepare and file
copies of such Forms 1099-B by magnetic tape with the IRS, in accordance with
Treasury Regulations. If the Escrow Agent has not received notice from a
Shareholder of such Shareholder's certified Taxpayer Identification Number,
the Escrow Agent shall deduct and withhold backup withholding tax from any
cash payment made pursuant to the Internal Revenue Code of 1986 and
applicable regulations thereunder. Should any issue arise regarding federal
income tax reporting or withholding, the Escrow Agent shall act in accordance
with the written instructions of Vanstar.

(j) All certificates shall be forwarded to or upon the order of the
Shareholder (i) under a blanket surety bond protecting the Escrow Agent and
Vanstar from loss or liability arising out of the non-receipt or non-delivery of
such certificates or (ii) Registered Mail, insured separately for the
replacement value of such certificates. However, it is understood that when
certificates are being transported by a common carrier, such carrier's insurance
policies may provide adequate coverage in lieu of such blanket bond coverage.

11. ESCROW AGENT'S RIGHTS AND RESPONSIBILITIES.

To induce the Escrow Agent to act hereunder, it is further agreed that:

(a) The Escrow Agent shall not be under any duty to exercise any greater
degree of care with respect to the property to be held and administered by the
Escrow Agent hereunder than such Escrow Agent shall exercise with respect to
other such property held or administered by the Escrow Agent in its normal
course of business. The Escrow Agent undertakes to perform such duties as are
specifically set forth in this Agreement, and the Escrow Agent shall not be
liable except for the performance of such duties as are specifically set forth
in this Agreement, and no implied covenants or obligations shall be read into
this Agreement with respect to or involving the Escrow Agent.

(b) The Escrow Agent may act upon advice of counsel in reference to any
matter connected herewith and shall not be liable for any acts or omissions
while acting in good faith and exercising reasonable judgment.

(c) The Escrow Agent shall not be liable in any respect on account of the
identity, authority or rights of the parties executing or delivering or
purporting to execute or deliver this Agreement or any documents or papers
deposited or called for hereunder.

(d) The Escrow Agent is hereby expressly authorized to disregard any and
all warnings given by any of the parties hereto or by any other Person,
excepting only orders or process of courts of law, and is hereby expressly
authorized to comply with and obey orders, judgments or decrees of any court.
In case the Escrow Agent obeys or complies with any such order, judgment or
decree of any court, the Escrow Agent shall not be liable to any of the parties
hereto or to any other person by reason of such compliance, notwithstanding any
such order, judgment or decree being subsequently reversed, modified, annulled,
set aside, vacated or found to have been entered without jurisdiction.

(e) The Escrow Agent is authorized to rely on the written instructions of
the Shareholders Representative as being the act of all of the Shareholders and
the written instructions of any executive officer of Vanstar or Subsidiary as
being the act of Vanstar or Subsidiary.

(f) This Agreement sets forth the exclusive duties of the Escrow Agent
with respect to any and all matters pertinent hereto and no implied duties or
obligations of the Escrow Agent shall be read into this Agreement.

(g) The Escrow Agent shall not be called upon to advise any party as to
its rights and obligations hereunder.

(h) The Escrow Agent shall be deemed to have fully complied with its
obligations hereunder to transfer the Escrow Shares and any shares comprising
the Initial Amount, by delivery to the transfer agent of Vanstar (the "Transfer
Agent") of the Escrow Shares and any shares comprising the Initial Amount, as
the case may be, all in form satisfactory to such Transfer Agent, of
certificates properly endorsed for transfer with instructions to the Transfer
Agent to issue in the name of and deliver to the Person to whom such transfer is
to be made a certificate or certificates for the required number of shares.
Transfer taxes, if any, applicable to such transfer shall be payable by the
Person to whom the Escrow Shares and any shares comprising the Initial Amount
are being transferred.

C-8

<PAGE>

(i) The Escrow Agent shall be fully protected in acting in accordance with
any written instructions given to it hereunder and believed by it to have been
executed by the proper parties. The Escrow Agent's duties shall be determined
only with reference to this Agreement and applicable laws and the Escrow Agent
is not charged with any duties or responsibilities in connection with any other
document or agreement.

12. RECORDS; FINAL ACCOUNTING.

The Escrow Agent shall maintain a record of all Claims against the Escrow
Fund filed with it pursuant to Sections 4 and 5, a record of all such Claims
which shall become payable claims as provided in Sections 5 and 6 and a record
of all payments or distributions from the Escrow Fund. Upon the termination or
resignation of the Escrow Agent or termination or expiration of this Agreement,
the Escrow Agent shall within ten (10) business days deliver to Vanstar,
Subsidiary and the Shareholders Representative a full and final accounting with
regard to the Escrow Fund.

13. RESIGNATION OF ESCROW AGENT.

The Escrow Agent, or any successor, may resign as Escrow Agent hereunder by
giving written notice thereof to Vanstar, Subsidiary and the Shareholders
Representative. Such resignation shall become effective following such written
notice upon the earlier of the appointment by Vanstar, Subsidiary and the
Shareholders Representative of a successor Escrow Agent that accepts the
appointment and agrees to be bound by the provisions of this Agreement or the
expiration of 60 days thereafter. Upon the effectiveness of such resignation,
all duties of the Escrow Agent so resigning shall cease, other than the duty to
account in accordance with Section 12. Vanstar, Subsidiary and the Shareholders
Representative shall have the right to terminate the appointment of the Escrow
Agent hereunder by giving written notice thereof to the Escrow Agent, specifying
the date upon which such termination shall take effect. A condition precedent
to such termination shall be the designation of a successor Escrow Agent that
has accepted the appointment and agreed to be bound by the provisions of this
Agreement. In the event of such termination, the Escrow Agent shall turn over
and deliver to such successor Escrow Agent the Escrow Fund, any other sums, the
records and instruments held by it under this Agreement, together with the
accounting required by Section 12.

14. NOTICES.

All notices and other communications pursuant to this Agreement shall be in
writing and shall be deemed given if delivered personally, sent by nationally
recognized, overnight courier, or mailed by registered or certified mail (return
receipt requested), postage prepaid, or sent by facsimile (followed by a copy
sent by courier or registered or certified mail) to the parties at the following
addresses (or at such other address for a party as shall be specified by notice
hereunder):

To Vanstar or Subsidiary:

5964 W. Las Positas Blvd.
Pleasanton, California 94566-9012
Telefax: (510) 734-4823
Phone: (510) 734-4102

with a copy to:

Stanley R. Huller, Esq.
Arter & Hadden
1717 Main, Ste. 4100
Dallas, TX 75201
Telefax: 214/741-7139
Phone: 214/761-4325

C-9
<PAGE>

To the Shareholders Representative:

Dr. Joseph H. Oshins
Mentor Technologies, Inc.
500 West Wilson Bridge Road
Worthington, Ohio 43085
Telefax: 614/841-4599
Phone: 614/847-7400

with a copy to:

Dixon F. Miller, Esq.
Porter, Wright, Morris & Arthur
41 South High Street
Columbus, Ohio 43215
Telefax: 614/227-4492
Phone: 614/227-2000

To the Escrow Agent:

___________________
___________________
___________________
Attn:_______________
Telefax: ___________
Phone: _____________

All such notices and other communications shall be deemed to have been
received (a) in the case of personal delivery, on the date of such delivery, (b)
in the case of delivery by nationally recognized, overnight courier, on the
business day following dispatch, (c) in the case of mailing, on the 5th business
day following such mailing, and (d) in the case of a facsimile, when the party
receiving such facsimile shall have confirmed receipt of the communication (or
when the copy sent by courier or registered or certified mail shall have been
deemed to have been received pursuant to clause (a), (b) or (c)).

15. SUCCESSORS AND ASSIGNS.

This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto.

16. GOVERNING LAW.

This Agreement shall be governed by and interpreted in accordance with the
laws of the State of Ohio as such laws are applied to agreements between Ohio
residents entered into and to be performed entirely in Ohio.

17. PREVAILING PARTY.

In the event of any dispute which results in a suit or other legal
proceeding to construe or enforce any provision of this Agreement or because of
an alleged breach, default or misrepresentation in connection with any of the
provisions of this Agreement, the parties agree that the prevailing party or
parties (in addition to all other amounts and relief to which such party or
parties may be entitled to recover) may recover from the non-prevailing party or
parties reasonable attorneys' fees and other costs incurred in any action or
proceeding.

18. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of which
when so executed shall constitute an original hereof, but all of which together
shall constitute one agreement.

C-10

<PAGE>

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the
day and year first above written.

VANSTAR CORPORATION

By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------

VST MIDWEST, INC.

By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------

[ESCROW AGENT]

By:
------------------------------------------
Name:
----------------------------------------
Title:
---------------------------------------

SHAREHOLDERS REPRESENTATIVE

By:
------------------------------------------
JOSPEH H. OSHINS, PH.D

C-11

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") empowers a
corporation to indemnify its directors and officers or former directors and
officers and to purchase insurance with respect to liability arising out of
their capacity or status as directors and officers. Such law provides further
that the indemnification permitted thereunder shall not be deemed exclusive of
any other rights to which the directors and officers may be entitled under the
Corporation's Certificate of Incorporation, Bylaws, any agreement or otherwise.

Article IX of the Registrant's Bylaws provide for indemnification of
officers and directors. Article VI of the Registrant Certificate of
Incorporation provides that a director of the Registrant shall not be liable to
the Registrant or its stockholders for monetary damages, for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived any improper personal benefit.
Article VI further provides that future repeal or amendment of its terms will
not adversely affect any rights of directors existing thereunder with respect to
acts or omissions occurring prior to such repeal or amendment. Article VI also
incorporates any future amendments to the DGCL which further eliminate or limit
the liability of directors.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933, as amended, may be permitted to directors, officers or persons
controlling the Registrant pursuant to the foregoing provisions, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.

ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) EXHIBITS

The following is a list of all exhibits filed as part of this Registration
Statement on Form S-4, including those incorporated herein by reference.

EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- -------- ----------------------------------------------------------------------
2.1 Agreement and Plan of Merger dated as of June 3, 1996 by and
between the Registrant, VST Midwest, Inc., Mentor Technologies,
Inc., Cybernetics Tutor, Inc. and Mentor Technologies, Ltd.
(included as APPENDIX A to this Joint Proxy Statement/Prospectus
that forms part of this Registration Statement)

3.1 Restated Certificate of Incorporation of the Registrant (1)

3.2 By-laws of the Registrant (1)

4.1 1988 Stock Option Plan (1)

4.2 Form of Nontransferable Non-Qualified Stock Option Agreement under
the 1988 Stock Option Plan of the Registrant (1)

4.3 1993 Stock Option/Stock Issuance Plan (1)

4.4 Form of Stock Option Grant and Stock Purchase Agreement under the 1993
Stock Option Plan (1)

4.5 Employee Stock Purchase Plan (1)

*5.1 Opinion of Arter & Hadden (including the consent of such firm)
regarding legality of securities being offered

10.1 Form of Indemnity Agreement between the Company and each of its
directors and certain officers (1)

II-1

<PAGE>

EXHIBIT
NO. DESCRIPTION OF EXHIBIT
- -------- ----------------------------------------------------------------------
10.2 Second Amended and Restated Financing Program Agreement dated
April 30, 1995, between the Registrant and IBM Credit Corporation
("IBMCC"), as amended (1)

**10.3 Distribution and Services Agreement dated January 31, 1994,
between the Registrant and Merisel FAB, Inc., as amended (1)

10.5 Lease Agreement dated as of July 14, 1988, entered into between
the Registrant and Rosewood Associates (1)

10.6 Real Estate Mortgage dated as of April 6, 1978, entered into
between Danners, Inc. and New England Mutual Life Insurance
Company and the subsequent Contract for Purchase of Real
Estate/Offer to Purchase Real Estate dated as of April 26, 1991,
entered into between the Registrant and Cheyenne Plaza Associates (1)

10.7 Lease Agreement dated as of December 9, 1993, entered into between
the Registrant and WRC Properties, Inc. (1)

10.8 Lease Agreement dated as of August 21, 1991, entered into among
the Registrant, Lincoln Las Positas and Patrician Associates, Inc. (1)

10.9 Standard Industrial/Commercial Single-Tenant Lease-Gross dated as
of March 27, 1995, entered into among the Registrant, Thomas G.
Allan and Annie L. Henry (1)

10.10 Lease Agreement dated as of March 29, 1994, entered into between
the Registrant and TMC Properties, Inc. (1)

10.11 Lease Agreement dated as of November 1, 1991, entered into between
the Registrant and ASC North Fulton Associates Joint Venture (1)

10.12 Asset Purchase Agreement with Dataflex Corporation, Dataflex
Southwest Corporation (2)

10.13 Agreement with Donaldson Lufkin & Jenrette Securities Corporation (3)

10.14 Agreement for Purchase and Sale of Property dated June 3, 1996
entered into between the Registrant and Duke Realty Limited
Partnership (4)

10.15 Lease Agreement dated as of June 3, 1996 entered into between the
Registrant and Duke Realty Limited Partnership (4)

10.16 Lease Agreement dated as of May 30, 1996 entered into between the
Registrant and Dugan Realty, L.L.C. (4)

10.17 Lease Agreement dated as of May 30, 1996 entered into between the
Registrant and Duke Realty Limited Partnership (4)

11.1 Schedule of Calculation of Earnings Per Share (5)

21.1 List of Subsidiaries (4)

23.1 Consent of Arter & Hadden (included as part of its opinion filed as
Exhibit 5.1 hereto)

*23.2 Consent of Ernst & Young LLP, independent auditors

*23.3 Consent of Hausser & Taylor, independent auditors

*23.4 Consent of Arthur Andersen LLP, independent auditors

24.1 Power of Attorney (included on Signature Page, II-6, hereto)

- -------------------------
(1) Incorporated by reference to Exhibits filed with Registrant's Registration
Statement on Form S-1 (Reg. No. 33-80297) as declared effective by the
Commission on March 8, 1996.
(2) Incorporated by reference to Exhibit 2.1 to the Registrant's Report on
Form 8-K dated May 24, 1996
(3) Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K dated
June 14, 1996
(4) Incorporated by reference to Exhibits filed with Registrant's Annual Report
on Form 10-K for the fiscal year ended April 30, 1996

II-2

<PAGE>

(5) Incorporated by reference to Exhibit filed with the original filing on
this Registration Statement on Form S-4 on August 12,1996
* Filed herewith.
** Portions of this Exhibit were omitted and have been filed separately with
the Secretary of the Commission pursuant to the Registrant's Application
Requesting Confidential Treatment under Rule 406 under the Securities Act
of 1933, as amended.

II-3

<PAGE>

(b) FINANCIAL STATEMENT SCHEDULES

The following financial statement schedules are included in this
Registration Statement.

Vanstar Corporation
Valuation and Qualifying Accounts. . . . . . . . . . . . . . . . . S-2

ITEM 22. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement;

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;

(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(g) (1) The undersigned Registrant hereby undertakes as follows:
that prior to any public reoffering of the securities registered hereunder
through use of a prospectus which is part of this Registration Statement, by any
person or party who is deemed to be an underwriter within the meaning of Rule
145(c), the issuer undertake that such reoffering prospectus will contain the
information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other items of the applicable form.

(2) The Registrant undertakes that every prospectus (i) that is
filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to
meet the requirements of Section 10(a)(3) of the Act and is used in connection
with an offering of securities subject to Rule 415, will be filed as part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.

(h) Insofar as indemnification for liabilities arising out of the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by each
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit it to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-4

<PAGE>

(z) (1) The undersigned Registrant hereby undertakes to respond to
requests for information that is incorporated by reference into the Joint Proxy
Statement/Prospectus pursuant to Items 4, 10(b), 11 or 13 of this form, within
one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

(2) The undersigned Registrant hereby undertakes to supply by
means of a post-effective amendment all information concerning a transaction,
and the company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.

II-5

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Pleasanton, State of California, on the 20th day of August,1996.

VANSTAR CORPORATION

By /S/ WILLIAM Y. TAUSCHER
-------------------------------
WILLIAM Y. TAUSCHER
CHIEF EXECUTIVE OFFICER AND
CHAIRMAN OF THE BOARD

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on the 20th day of August, 1996, by the
following persons in the capacities indicated:

SIGNATURE TITLE
--------- -----

/s/ William Y. Tauscher Chairman of the Board, Chief Executive
- ------------------------------ Officer and Director (PRINCIPAL
William Y. Tauscher EXECUTIVE OFFICER)

* /s/ Jeffrey S. Rubin Vice Chairman, Chief Financial Officer
- ------------------------------ and Director (PRINCIPAL FINANCIAL AND
Jeffrey S. Rubin ACCOUNTING OFFICER)

* /s/ Jay S. Amato President, Chief Operating Officer and
- ------------------------------ Director
Jay S. Amato

* /s/ John W. Amerman Director
- ------------------------------
John W. Amerman

* /s/ Richard H. Bard Director
- ------------------------------
Richard H. Bard

* /s/ Stephen W. Fillo Director
- ------------------------------
Stephen W. Fillo

II-6

<PAGE>

* /s/ Stewart K. P. Gross Director
- ------------------------------
Stewart K. P. Gross

* /s/ William H. Janeway Director
- ------------------------------
William H. Janeway

* /s/ John R. Oltman Director
- ------------------------------
John R. Oltman

* /s/ John L. Vogelstein Director
- ------------------------------
John L. Vogelstein

* /s/ Josh S. Weston Director
- ------------------------------
Josh S. Weston

*By: /s/ William Y. Tauscher
-----------------------
William Y. Tauscher
Attorney and Agent-In-Fact

II-7

<PAGE>

Vanstar Corporation

Index to Financial Statement Schedules

Valuation and Qualifying Accounts . . . . . . . . . . . . . . . . . . . . . S-2

All other schedules are omitted as the required information is inapplicable or
presented in the consolidated financial statements or related notes.

S-1

<PAGE>

VANSTAR CORPORATION
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
(IN THOUSANDS)

BALANCE AT ADDITIONS
ALLOWANCE FOR DOUBTFUL ACCOUNTS BEGINNING OF CHARGED TO COSTS WRITE-OFFS/ BALANCE AT END
- ------------------------------- PERIOD AND EXPENSES OTHER OF PERIOD
----------- -------------- ------------ -------------
<S> <C> <C> <C> <C>
Year ended September 30, 1993 $ 23,533 $ 5,287 $ 12,621 $ 16,199
Seven months ended April 30, 1994 16,199 356 2,457 14,098
Year ended April 30, 1995 14,098 95 1,867 12,326
Year ended April 30, 1996 12,326 $ 14,393* $ 8,407** 18,312

INVENTORY RESERVES
------------------
Year ended September 30, 1993 $ 23,698 $6,760 $ 17,564 $ 12,894
Seven months ended April 30, 1994 12,894 1,213 2,660 11,447
Year ended April 30, 1995 11,447 5,400 5,412 11,435
Year ended April 30, 1996 11,435 3,854 2,649 12,640

</TABLE>

* Includes a provision for $4.4 million against the extended interest-bearing
credit and $7.8 million against the extended credit both due from Merisel FAB
(see Notes 2 and 15 to the Notes to Consolidated Financial Statements).

** Includes the write-off of $4.4 million of the extended interest-bearing
credit due from Merisel FAB.

S-2

<PAGE>

EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- -----------------------

2.1 Agreement and Plan of Merger dated as of June 3, 1996 by and between
the Registrant, VST Midwest, Inc., Mentor Technologies, Inc.,
Cybernetics Tutor, Inc. and Mentor Technologies, Ltd. (included as
APPENDIX A to this Joint Proxy Statement/Prospectus that forms part of
this Registration Statement)
3.1 Restated Certificate of Incorporation of the Registrant (1)
3.2 By-laws of the Registrant (1)
4.1 1988 Stock Option Plan (1)
4.2 Form of Nontransferable Non-Qualified Stock Option Agreement under the
1988 Stock Option Plan of the Registrant (1)
4.3 1993 Stock Option/Stock Issuance Plan (1)
4.4 Form of Stock Option Grant and Stock Purchase Agreement under the 1993
Stock Option Plan (1)
4.5 Employee Stock Purchase Plan (1)

*5.1 Opinion of Arter & Hadden (including the consent of such firm)
regarding legality of securities being offered

10.1 Form of Indemnity Agreement between the Company and each of its
directors and certain officers (1)
10.2 Second Amended and Restated Financing Program Agreement dated April 30,
1995, between the Registrant and IBM Credit Corporation ("IBMCC"), as
amended (1)

**10.3 Distribution and Services Agreement dated January 31, 1994, between the
Registrant and Merisel FAB, Inc., as amended (1)

10.4 Amended and Restated Registration Rights Agreement dated as of May 18,
1995, among the Registrant, NYNEX Worldwide Services Group, Inc.,
Warburg, Pincus Capital Company, L.P., WP Capco, Inc., William Y.
Tauscher, Richard H. Bard and Microsoft Corporation (1)
10.5 Lease Agreement dated as of July 14, 1988, entered into between the
Registrant and Rosewood Associates (1)
10.6 Real Estate Mortgage dated as of April 6, 1978, entered into between
Danners, Inc. and New England Mutual Life Insurance Company and the
subsequent Contract for Purchase of Real Estate/Offer to Purchase Real
Estate dated as of April 26, 1991, entered into between the Registrant
and Cheyenne Plaza Associates (1)
10.7 Lease Agreement dated as of December 9, 1993, entered into between the
Registrant and WRC Properties, Inc. (1)
10.8 Lease Agreement dated as of August 21, 1991, entered into among the
Registrant, Lincoln Las Positas and Patrician Associates, Inc. (1)
10.9 Standard Industrial/Commercial Single-Tenant Lease-Gross dated as of
March 27, 1995, entered into among the Registrant, Thomas G. Allan and
Annie L. Henry (1)
10.10 Lease Agreement dated as of March 29, 1994, entered into between the
Registrant and TMC Properties, Inc. (1)
10.11 Lease Agreement dated as of November 1, 1991, entered into between the
Registrant and ASC North Fulton Associates Joint Venture (1)
10.12 Asset Purchase Agreement with Dataflex Corporation, Dataflex Southwest
Corporation (2)
10.13 Agreement with Donaldson Lufkin & Jenrette Securities Corporation (3)
10.14 Agreement for Purchase and Sale of Property dated June 3, 1996 entered
into between the Registrant and Duke Realty Limited Partnership (4)
10.15 Lease Agreement dated as of June 3, 1996 entered into between the
Registrant and Duke Realty Limited Partnership (4)
10.16 Lease Agreement dated as of May 30, 1996 entered into between the
Registrant and Dugan Realty, L.L.C. (4)
10.17 Lease Agreement dated as of May 30, 1996 entered into between the
Registrant and Duke Realty Limited Partnership (4)

11.1 Schedule of Calculation of Earnings Per Share (5)

21.1 List of Subsidiaries (4)
23.1 Consent of Arter & Hadden (included as part of its opinion filed as
Exhibit 5.1 hereto)
*23.2 Consent of Ernst & Young LLP, independent auditors
*23.3 Consent of Hausser & Taylor, independent auditors
*23.4 Consent of Arthur Andersen LLP, independent auditors
24.1 Power of Attorney (included on Signature Page, II-6, hereto)
- --------------
(1) Incorporated by reference to Exhibits filed with Registrant's
Registration Statement on Form S-1 (Reg. No. 33-80297) as declared
effective by the Commission on March 8, 1996.
(2) Incorporated by reference to Exhibit 2.1 to the Registrant's Report on
Form 8-K dated May 24, 1996
(3) Incorporated by reference to Exhibit 2.1 to the Registrant's Form 8-K
dated June 14, 1996

<PAGE>

(4) Incorporated by reference to Exhibits filed with Registrant's Annual
Report on Form 10-K for the fiscal year ended April 30, 1996

(5) Incorporated by reference to Exhibit filed with the original filing
of this Registration Statement on Form S-4 on August 12, 1996
* Filed herewith.
** Portions of this Exhibit were omitted and have been filed separately
with the Secretary of the Commission pursuant to the Registrant's
Application Requesting Confidential Treatment under Rule 406 under the
Securities Act of 1933, as amended.

<PAGE>

ARTER & HADDEN
1717 Main Street, Suite 4100
Dallas, Texas 75201-4605
Telephone: (214) 761-2100
Facsimile: (214) 741-7139

August 20, 1996

Board of Directors
Vanstar Corporation
5964 West Las Positas Blvd.
Pleasanton, California 94588

Gentlemen:

On August 12, 1996, Vanstar Corporation (the "Company") filed with the
Securities and Exchange Commission a Registration Statement on Form S-4
(Registration No. 333-10023) under the Securities Act of 1933, as amended (the
"Act"). An Amendment No. 1 to the Registration Statement is expected to be
filed on or about August 21, 1996 (as amended, the "Registration Statement").
The Registration Statement relates to the offer and sale (the "Offering") by the
Company of up to 350,000 shares of common stock, par value $.001 per share of
the Company ("Common Stock") to be issued in connection with the simultaneous
merger of Mentor Technologies, Inc., an Ohio corporation and Cybernetics Tutor,
Inc., an Ohio corporation, with and into a wholly owned subsidiary of the
Company (the "Merger"), pursuant to the terms of that Amended and Restated
Agreement and Plan of Merger dated as of June 3, 1996 (the "Merger Agreement").
This firm has acted as counsel to you in connection with the preparation and
filing of the Registration Statement and you have requested our opinion with
respect to certain legal aspects of the Offering.

In rendering our opinion, we have examined and relied upon the originals or
copies, certified to our satisfaction, of (i) the Certificate of Incorporation
and the Bylaws of the Company; (ii) copies of the resolutions of the Board of
Directors of the Company authorizing the Merger Agreement, the Merger and the
related Offering; (iii) the Registration Statement and exhibits thereto; (iv)
the Merger Agreement, all amendments and ancillary documents thereto; and (v)
such other documents and instruments as we have deemed necessary. In making our
examinations, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, and the conformity
to original documents of documents submitted to us as certified or photostatic
copies. As to various questions of fact material to the opinions expressed
herein, we have relied, to the extent we deem reasonably

<PAGE>

appropriate, upon representations or certificates of officers or directors of
the Company and others and upon documents, records and instruments furnished to
us by the Company, without independent check or verification of their accuracy.
Finally, in rendering our opinions, we have assumed that the Merger contemplated
by the Merger Agreement will be consummated in accordance therewith, without
modification or amendment and without waiving material provisions thereof.

Based on the foregoing, we are of the opinion that the shares of Common
Stock of the Company to be issued pursuant to the Merger Agreement and
registered pursuant to the Registration Statement, when issued in accordance
with the Merger Agreement, and upon actual receipt by the Company of the
consideration to be received thereby pursuant to the terms of such Merger
Agreement, will be duly and validly issued, fully paid and nonassessable.

This opinion is limited in all respects to the General Corporation law of
the State of Delaware as in effect on the date hereof; however, we are not
members of the Bar of the State of Delaware and our knowledge of its General
Corporation Law is derived from a reading of the most recent compilation of that
statute available to us without consideration of any judicial or administrative
interpretations thereof.

We bring to your attention the fact that this legal opinion is an
expression of professional judgment and not a guaranty of result. This opinion
is given as of the date hereof, and we assume no obligation to update or
supplement such opinion to reflect any facts or circumstances that may hereafter
come to our attention or any changes in laws or judicial decisions that may
hereafter occur.

This opinion is furnished to you solely in connection with the shares of
Common Stock to be offered and sold pursuant to the terms of the Registration
Statement and may not be relied upon or described or quoted by any other person,
firm or entity without, in each instance, our prior written consent.
Notwithstanding the above, we hereby consent to the filing of this opinion, or a
copy thereof, as an exhibit to the Registration Statement and to the statement
made regarding our firm under the caption "Legal Matters" in the Joint Proxy
Statement/Prospectus included in the Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission thereunder or the category
of persons included within Section 11(a) of the Act.

Respectfully submitted,

/s/ Arter & Hadden
ARTER & HADDEN

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EXHIBIT 23.2

ERNST & YOUNG LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
dated June 10, 1996, and to all references to our firm included in or made part
of the Registration Statement on Form S-4 and related Prospectus of Vanstar
Corporation for the registration of 350,000 shares of its common stock.

/s/ ERNST & YOUNG LLP

San Jose, California
August 21, 1996

<PAGE>
EXHIBIT 23.3

HAUSSER & TAYLOR

INDEPENDENT AUDITOR'S CONSENT

To the Partners and Managers of
Mentor Technologies, Ltd.

We consent to the reference to our firm under the heading "Experts" and the use
of our report dated March 29, 1996, in the Registration Statement on Form S-4
and related Prospectus of Vanstar Corporation for the registration of 350,000
shares of its common stock.

/s/ HAUSSER & TAYLOR

Columbus, Ohio
August 21, 1996

<PAGE>
EXHIBIT 23.4

ARTHUR ANDERSEN

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
dated March 15, 1995, and to all references to our firm included in or made part
of the Registration Statement on Form S-4 and related Prospectus of Vanstar
Corporation for the registration of 350,000 shares of its common stock.

/s/ ARTHUR ANDERSEN LLP

Chicago, Illinois
August 21, 1996