EXHIBIT 10.1

                                 FIFTH AMENDMENT
                                     TO THE
                                 MICROAGE, INC.
                             RETIREMENT SAVINGS AND
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST

          The MicroAge,  Inc.  Retirement  Savings and Employee Stock  Ownership
Plan and Trust (the "Plan"),  as amended and restated by a document effective as
of January 1, 1995 and amended by the First  Amendment  dated May 10, 1995,  the
Second  Amendment  dated March 14, 1996, the Third  Amendment  dated November 4,
1996 and the Fourth  Amendment dated December 4, 1996, is hereby further amended
as follows:

          1. All of the  changes  made to the Plan by this Fifth  Amendment  are
effective as of January 1, 1997.

          2. A new  definitional  Section  2.26B is hereby added to the Plan and
shall read as follows:

               2.26B  ESSP Participant.  The term "ESSP  Participant"  means any
          individual  employed  by the  Employer  or a Related  Employer  who is
          eligible to  participate  in the Executive  Supplemental  Savings Plan
          (the "ESSP") and who has been notified by the ESSP Plan  Administrator
          of the effective date of his participation.

          3. Section  2.37A,  the  definition of  "Leadership  Team",  is hereby
deleted from the Plan.

          4. Section  4.02(e) of the Plan is hereby  amended and restated in its
entirety to read as follows:

               (e) Special Rules for ESSP Participants. No Participant who is an
          ESSP Participant shall be allowed to make Elective  Deferrals directly
          to this Plan.  Following the end of each Plan Year, however,  Elective
          Deferrals  may be made on  behalf  of such  Participants  by a  direct
          transfer  to the Trustee  from the trustee of the ESSP.  The amount of
          Elective Deferrals transferred to this Plan from the ESSP on behalf of
          each such  Participant  shall not  exceed the lesser of (i) the dollar
          limitation imposed by Section 402(g) of the Code for such year or (ii)
          the  maximum  amount  that may be  transferred  to this  Plan  without
          causing this Plan to violate the ADP limitations  described in Section
          4.02(c) for the Plan Year.
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                    (i)  For purposes of determining  the amount  referred to in
                         clause (ii) of the  preceding  sentence,  the  Advisory
                         Committee  shall first  calculate the ADP test referred
                         to in Section  4.02(c) on the assumption that each ESSP
                         Participant  who  also is a  Participant  in this  Plan
                         elected to make no  Elective  Deferrals  other than any
                         Elective  Deferrals that such Participant made prior to
                         the effective date of his participation in the ESSP.

                    (ii) If, but only if, the  calculation  made pursuant to the
                         preceding  subparagraph  (i) reveals  that the Elective
                         Deferrals  considered  pursuant to subparagraph (i) are
                         less than the maximum amount of Elective Deferrals that
                         could  be  made  by all  Highly  Compensated  Employees
                         (including ESSP  Participants  who are  Participants in
                         this   Plan),   Elective   Deferrals   shall   then  be
                         transferred  to this  Plan  from the ESSP on  behalf of
                         each ESSP  Participant who is a Participant and who has
                         elected to have such transfer made.

                    (iii)The  amount  transferred  to this Plan from the ESSP on
                         behalf of each electing Participant who also is an ESSP
                         Participant  shall  equal the  lesser of (A) the amount
                         available  for  transfer  pursuant  to the ESSP for the
                         relevant  Plan  Year  or (B)  an  amount  equal  to the
                         Participant's Compensation for the Plan Year multiplied
                         by the "maximum  ADP" for the group  consisting of ESSP
                         Participants  who also are  Participants  in this  Plan
                         (calculated in accordance with the principles set forth
                         in  Section  4.02(c)(iii)(B)).   For  purposes  of  the
                         preceding  sentence,  the "maximum  ADP" is the highest
                         ADP that could be contributed by ESSP  Participants who
                         also are Participants in the Plan without requiring the
                         return of any Excess Contributions  pursuant to Section
                         4.02(d).  In making this  determination,  the  Advisory
                         Committee may increase the maximum ADP of the remaining
                         ESSP  Participants  if others will not be  transferring
                         the maximum amount permitted.  Appropriate  adjustments
                         will  be  made  to  take  into   account  any  Elective
                         Deferrals  made by an ESSP  Participant  during  a Plan
                         Year   but   prior  to  the   effective   date  of  his
                         participation   in  the  ESSP,   with  the   manner  of
                         adjustment to be  determined by the Advisory  Committee
                         in  accordance  with  rules and  procedures  of uniform
                         application.

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                    (iv) Prior to the  first day of each Plan Year or, if later,
                         the effective  date of a  Participant's  eligibility to
                         participate in the ESSP,  each  Participant who also is
                         an ESSP Participant shall file an irrevocable,  written
                         election  with  the  Advisory  Committee  and the  Plan
                         Administrator  of the ESSP to either (a)  transfer  the
                         amount  calculated  pursuant to  subparagraph  (iii) to
                         this Plan or (b) to receive a cash distribution of said
                         amount from the ESSP.  Such election  shall continue to
                         apply   from  year  to  year   unless   and  until  the
                         Participant  changes  the  election  by  filing  a  new
                         election.  A new election  shall only be effective with
                         respect to Plan Years  beginning after the day on which
                         such election is received by the Advisory Committee and
                         the Plan  Administrator  of the ESSP.  In the case of a
                         Participant  who becomes an ESSP  Participant  during a
                         Plan Year, the election shall be effective with respect
                         to  the  portion  of the  Plan  Year  beginning  on the
                         effective  date of such  Participant's  eligibility  to
                         participate  in the ESSP. If such new ESSP  Participant
                         does not file such an election  prior to the  effective
                         date of such individual=s participation in the ESSP (or
                         such later date  specified by the  Advisory  Committee)
                         such  individual's  later  election  shall be effective
                         only for Plan Years  beginning  after the date on which
                         such election is filed.

                    (v)  As  soon as  possible  following  the end of each  Plan
                         Year, the Advisory  Committee will calculate the amount
                         that may be  transferred to this Plan from the ESSP and
                         shall notify the Plan  Administrator  of the ESSP. Such
                         transfers  shall be  accomplished no later that two and
                         one-half (22) months following the end of the Plan Year
                         and  the  amounts   transferred  shall  be  treated  as
                         Elective  Deferrals for the preceding Plan Year for all
                         purposes (including, but not limited to, Section 4.03).

          5. Except as otherwise amended above, the Plan, as previously amended,
shall continue in full force and effect.

          To signify its adoption of this Fifth  Amendment,  MicroAge,  Inc. has
caused this Fifth  Amendment  to be executed by its duly  authorized  officer on
this 31st day of January, 1997.

                                              MicroAge, Inc.


                                      By: /s/ Jeffrey D. McKeever
                                         ---------------------------------------
                                              Jeffrey D. McKeever
                                              Chairman of the Board of Directors
                                              and Chief Executive Officer


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