AMENDMENT TO RESTATED AND AMENDED PURCHASE AGREEMENT



         This Amendment to Restated and Amended Purchase Agreement ("Amendment")
is made by and  between  MICROAGE  COMPUTER  CENTERS,  INC.  ("MCCI"),  MICROAGE
SOLUTIONS,  INC. ("MAS"), MCSA, INC. ("MCSA"),  MCSZ, INC. ("MCSZ"),  MCSJ, INC.
("MCSJ"),  MCSP, INC. ("MCSP"),  MCSQ, INC. ("MCSQ"), MCST, INC. ("MCST"), MCSR,
INC. ("MCSR"),  MCSS, INC. ("MCSS"),  MICROAGE LOGISTICS SERVICES, INC. ("MLS"),
COMPLETE  DISTRIBUTION,   INC.  ("CDI"),  MICROAGE  INFOSYSTEMS  SERVICES,  INC.
("MIS"), ADVANCED SYSTEMS CONSULTANTS,  INC. ("ASC"),  PCCLEARANCE, INC. ("PC"),
IMAGE  CHOICE,  INC.  ("Image"),  and  MCSY,  INC.  ("MCSY")  (individually  and
collectively,  "Seller"),  the  affiliates of Seller listed in the third Recital
hereto, and DEUTSCHE FINANCIAL  SERVICES  CORPORATION  ("Purchaser") as of April
30, 1998.

         WHEREAS,  Purchaser and Seller  entered into that certain  Restated and
Amended  Purchase  Agreement,  dated as of  August  3,  1995,  as  amended  (the
"Purchase Agreement"); and

         WHEREAS,  certain entities  comprising the Seller desire to participate
in the  corporate  restructuring  described  on Exhibit A attached  hereto  (the
"Restructuring"); and

         WHEREAS,  Pinacor,  Inc.  ("Pinacor"),  Cass Marketing  Services,  Inc.
("Cass"),  Advanced Information Services, Inc. ("AIS"), Margre, Inc. ("Margre"),
Plus Fours, Inc. ("Plus"), Integrated Solutions Incorporated ("ISI"), WASH Data,
Inc.  ("WASH"),  N Corporation  ("N"), CAL Data, Inc. ("CAL"),  Gaines Computer,
Inc. ("Gaines"),  KNB, Inc. ("KNB"), Pride Technologies,  Inc. ("Pride"), Access
MicroSystems,  Inc. ("Access"), and Micro Retailing, Inc. ("MicroRetailing") are
affiliates of Seller and will be creating accounts  receivable which they desire
to sell to Purchaser; and

         WHEREAS,  Seller,  Purchaser,  Pinacor,  Cass, AIS, Margre,  Plus, ISI,
WASH, N, CAL, Gaines, KNB, Pride, Access, and MicroRetailing  believe that it is
in their best interests to make Pinacor,  Cass, AIS, Margre, Plus, ISI, WASH, N,
CAL, Gaines,  KNB, Pride,  Access,  and  MicroRetailing  parties to the Purchase
Agreement as additional Sellers thereunder; and

         WHEREAS,  ASC, MAS, MCSJ,  MCSP,  MCSQ,  MCST, MCSR, MCSY, and MCSZ are
being merged out of existence in the  Restructuring  and are not and will not be
generating accounts receivable; and

         WHEREAS,  MIS,  MCSS  and  PC  are  no  longer  generating  accountants
receivable; and

         WHEREAS,  Seller desires the consent of Purchaser to the  Restructuring
and in  connection  therewith  to amend the  Purchase  Agreement  in the  manner
hereinafter set forth.
<PAGE>
         NOW, THEREFORE, for and in consideration of the premises, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Purchaser and Seller agree as follows (except as otherwise defined
herein,  all  capitalized  terms  will have the same  meanings  set forth in the
Purchase Agreement):

         1.  Seller   represents  and  warrants  to  Purchaser  that  Exhibit  A
         completely and accurately  describes the  Restructuring.  The Purchaser
         hereby consents to the Restructuring.

         2. MIS, MCSS, and PC are hereby released from all obligations under the
         Purchase  Agreement,  such  parties  agree that no accounts  receivable
         generated  by them will  appear on any  assignment  schedule  delivered
         pursuant to the Purchase Agreement, and such parties shall no longer be
         party to the Purchase Agreement.

         3. Pinacor,  Cass, AIS, Margre,  Plus, ISI, WASH, N, CAL, Gaines,  KNB,
         Pride,  Access,  and  MicroRetailing  are  hereby  made  parties to the
         Purchase  Agreement,  and all  references  to "Seller" in the  Purchase
         Agreement shall be deemed to be references to MCCI, MCSA, MLS, CDI, and
         Image  (collectively,  the  "Original  Seller"),  Pinacor,  CASS,  AIS,
         Margre,  Plus,  ISI,  WASH,  N, CAL,  Gaines,  KNB,  Pride,  Access and
         MicroRetailing,  acting  jointly and  severally.  Pinacor,  Cass,  AIS,
         Margre,  Plus,  ISI, WASH, N, CAL,  Gaines,  KNB,  Pride,  Access,  and
         MicroRetailing  hereby expressly  assume, on a joint and several basis,
         all  obligations  of  Original  Seller  under the  Purchase  Agreement,
         including, without limitation, all obligations regarding fees and other
         amounts  payable to  Purchaser  under  letter  agreements  executed  by
         Original   Seller  and  Purchaser  in  connection   with  the  Purchase
         Agreement.  Nothing  herein  shall be deemed to  release  any  Original
         Seller from any such obligations.  Original Seller, Pinacor, Cass, AIS,
         Margre,  Plus,  ISI, WASH, N, CAL,  Gaines,  KNB,  Pride,  Access,  and
         MicroRetailing  hereby  affirm  all  representations,   warranties  and
         repurchase obligations of Original Seller in the Purchase Agreement, in
         connection  with Accounts  sold by Original  Seller and agree that they
         make identical representations,  warranties and agreements with respect
         to Accounts to be sold by Pinacor,  Cass, AIS, Margre, Plus, ISI, WASH,
         N, CAL, Gaines,  KNB, Pride,  Access,  and  MicroRetailing  thereunder.
         Original Seller,  Pinacor,  Cass, AIS, Margre, Plus, ISI, WASH, N, CAL,
         Gaines, KNB, Pride, Access, and MicroRetailing agree that they shall be
         jointly  and  severally  responsible  and liable  for all  obligations,
         representations and warranties of Original Seller,  Pinacor, Cass, AIS,
         Margre,  Plus,  ISI, WASH, N, CAL,  Gaines,  KNB,  Pride,  Access,  and
         MicroRetailing under the Purchase Agreement, as amended hereby.

                  In  furtherance  of the foregoing and not as a limitation,  to
         secure all of their  respective  current and future debts to Purchaser,
         whether under the Purchase  Agreement or any current or future guaranty
         or other agreement,  including,  without limitation, all obligations of
         Seller arising in connection with the Purchase  Agreement,  whether now
         or hereafter  existing,  due or to become due,  direct or indirect,  or
         absolute or contingent,
                                        2
<PAGE>
         including   Repurchase   obligations   pursuant   to   Section   2.1.D,
         indemnification  obligations  pursuant to Section  10.1 and payments on
         account of Collections received, Pinacor, Cass, AIS, Margre, Plus, ISI,
         WASH, N, CAL, Gaines,  KNB, Pride,  Access, and  MicroRetailing  hereby
         assign  and grant to  Purchaser  a  security  interest  in all of their
         respective right,  title and interest now or hereafter  existing in, to
         and under  all  inventory,  equipment,  fixtures,  accounts  (including
         without  limitation all Sold  Receivables),  contract  rights,  chattel
         paper, instruments,  documents of title, deposit accounts, reserves and
         general  intangibles,   now  owned  or  hereafter  acquired,   and  all
         attachments,   accessions,   parts,   accessories,   substitutions  and
         replacements  thereto,  and all  proceeds  thereof,  and to the  extent
         related to the property  described  above,  all books,  correspondence,
         credit  files,  records,  invoices  and  other  papers  and  documents,
         including  without  limitation,  to the extent so  related,  all tapes,
         cards,  computer runs, computer programs and other papers and documents
         in their  respective  possession or control or any computer bureau from
         time to time acting for each of them, and to the extent so related, all
         rights in, to and under all policies of insurance,  including claims of
         rights to payments  thereunder  and proceeds  therefrom,  including any
         credit insurance, and all proceeds thereof.

                  Pinacor,  Cass, AIS, Margre,  Plus, ISI, WASH, N, CAL, Gaines,
         KNB, Pride,  Access,  and  MicroRetailing  each hereby appoint MicroAge
         Computer  Centers,  Inc. as its duly  authorized  agent for purposes of
         executing each Assignment of  Receivables,  and each such Assignment of
         Receivables  duly  executed  by MicroAge  Computer  Centers,  Inc.  and
         delivered  to Purchaser  shall for all purposes be deemed  executed and
         delivered by each of them.

         4.  Schedules A and B, and Exhibit I, to the  Purchase  Agreement,  are
         hereby  restated in their  entirety  and replaced by Schedules A and B,
         and  Exhibit  I,  attached  hereto  and  incorporated  herein  by  this
         reference.

         5.  Section  6.2(iii) of the Purchase  Agreement is hereby  amended and
         restated in its entirety to read as follows:

                  "(iii) For the period commencing May 1, 1998 and ending August
                  31, 1998, the Consolidated  Group shall at all times maintain,
                  on a  consolidated  basis, a ratio of (a) the sum of (I) total
                  liabilities plus (II) that portion of the Outstanding  Balance
                  of all Sold Receivables which Seller has elected to receive if
                  Seller  has  received  any or all of the  amount  due prior to
                  Collection of such Sold  Receivables by Purchaser  pursuant to
                  the third  sentence  of Section  2.1.B,  to (b)  Tangible  Net
                  Worth,  of less than seven and one-half  (7.5) to one (1) (the
                  'Leverage Ratio').  Commencing September 1, 1998, the Leverage
                  Ratio shall at all times be less than six and  one-half  (6.5)
                  to one (1)."
                                        3
<PAGE>
         6. Except as expressly  modified or amended herein, all other terms and
         provisions of the Purchase  Agreement,  including,  without limitation,
         all  letter  agreements  regarding  fees and other  amounts  payable to
         Purchaser  in  connection  with the Purchase  Agreement,  to the extent
         consistent with the foregoing, will remain unmodified and in full force
         and effect and the Purchase  Agreement,  as hereby amended, is ratified
         and confirmed by Purchaser,  Seller,  and Pinacor,  Cass, AIS,  Margre,
         Plus, ISI, WASH, N, CAL, Gaines, KNB, Pride, Access and MicroRetailing.

         IN WITNESS  WHEREOF,  Purchaser,  Seller,  Pinacor,  Cass, AIS, Margre,
Plus, ISI, WASH, N, CAL, Gaines,  KNB, Pride,  Access, and  MicroRetailing  have
executed this Amendment as of the date and year first above written.


SELLER                                       MICROAGE COMPUTER CENTERS, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MICROAGE SOLUTIONS, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MCSA, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MCSZ, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------
                                        4
<PAGE>
                                             MCSJ, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MCSP, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MCSQ, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MCST, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MCSR, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------
                                        5
<PAGE>
                                             MCSS, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MICROAGE LOGISTICS SERVICES, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             COMPLETE DISTRIBUTION, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MICROAGE INFOSYSTEMS SERVICES, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             ADVANCED SYSTEMS CONSULTANTS, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------
                                        6
<PAGE>
                                             PCCLEARANCE, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             IMAGE CHOICE, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MCSY, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             PINACOR, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             CASS MARKETING SERVICES, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------
                                        7
<PAGE>
                                             ADVANCED INFORMATION 
                                             SERVICES, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MARGRE, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             PLUS FOURS, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             INTEGRATED SOLUTIONS 
                                             INCORPORATED


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             WASH DATA, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------
                                        8
<PAGE>
                                             N CORPORATION


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             CAL DATA, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             GAINES COMPUTER, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             KNB, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             PRIDE TECHNOLOGIES, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------
                                        9
<PAGE>
                                             ACCESS MICROSYSTEMS, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


                                             MICRORETAILING, INC.


                                             By:  /s/ James R. Daniel
                                                ----------------------------
                                             Title:  Treasurer
                                                   -------------------------


PURCHASER                                    DEUTSCHE FINANCIAL SERVICES 
                                             CORPORATION


                                             By: /s/ Stephen H. Patyk
                                                --------------------------------
                                             Title: Area General Manager
                                                   -----------------------------
                                       10