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.,  MICROAGE  SOLUTIONS,
INC., MCSA, INC., MCSZ, INC.  (formerly known as MCSB, INC.),  MCSJ, INC., MCSP,
INC.,  MCSQ, INC., KELLY MICRO SYSTEMS,  INC. and MCST, INC.  (individually  and
collectively,  "Seller"),  MCSR, INC., MCSS, INC.,  MICROAGE LOGISTICS SERVICES,
INC.  ("MLS"),   COMPLETE  DISTRIBUTION,   INC.  ("CDI"),  MICROAGE  INFOSYSTEMS
SERVICES, INC. ("MIS"), ADVANCED SYSTEMS CONSULTANTS, INC. ("ASC"), PCCLEARANCE,
INC.  ("PCI"),  IMAGE CHOICE,  INC. ("ICI"),  MCSY, INC. and DEUTSCHE  FINANCIAL
SERVICES CORPORATION ("Purchaser") as of the 31st day of March, 1997.

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

         WHEREAS, MCSR, Inc., MCSS, Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY,
Inc. are  affiliates of Seller and will be creating  accounts  receivable  which
they desire to sell to Purchaser;

        WHEREAS, Seller, Purchaser,  MCSR, Inc., MCSS, Inc., MLS, CDI, MIS, ASC,
PCI,  ICI and MCSY,  Inc.  believe it is in their best  interests  to make MCSR,
Inc.,  MCSS,  Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY,  Inc.  parties to the
Purchase Agreement as additional Sellers thereunder; and

         WHEREAS, Kelly Micro Systems, Inc. is in the process of being dissolved
and is not generating accounts receivable;

         WHEREAS, Purchaser is willing to release Kelly Micro Systems, Inc. from
its obligations under the Purchase Agreement; and

        WHEREAS,  Purchaser and Seller desire to amend the Purchase Agreement as
provided herein.

        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,  Seller,  MCSR,  Inc., MCSS, Inc., MLS, CDI, MIS, ASC,
PCI, ICI and MCSY,  Inc. agree as follows  (except as otherwise  defined herein,
all  capitalized  terms will have the same  meanings  set forth in the  Purchase
Agreement):

         1. Kelly Micro Systems,  Inc. is hereby  released from all  obligations
         under the Purchase Agreement.

         2. MCSR,  Inc., MCSS, Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY, Inc.
         are hereby made parties to the Purchase  Agreement,  and all references
         to "Seller" in the Purchase  Agreement shall be deemed to be references
         to MicroAge Computer Centers,  Inc.,  MicroAge  Solutions,  Inc., MCSA,
         Inc.,  MCSZ,  Inc.,  MCSJ,  Inc.,  MCSP,  Inc.,  MCSQ, Inc., MCST, Inc.
         (collectively,  the "Original  Seller"),  MCSR,  Inc., MCSS, Inc., MLS,
         CDI, MIS, ASC, PCI, ICI and MCSY,  Inc.,  acting jointly and severally.
         MCSR,  Inc.,  MCSS,  Inc.,  MLS, CDI, MIS, ASC, PCI, ICI and MCSY, Inc.
         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,  MCSR, Inc., MCSS, Inc., MLS, CDI, MIS,
         ASC,  PCI,  ICI and  MCSY,  Inc.  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 MCSR,  Inc.,  MCSS,
         Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY, Inc. thereunder.  Original
         Seller,  MCSR, Inc., MCSS, Inc., MLS, CDI, MIS, ASC, PCI, ICI and MCSY,
         Inc.  agree that they shall be jointly and  severally  responsible  and
         liable for all obligations,  representations and warranties of Original
         Seller, MCSR, Inc.,
                                        1
<PAGE>
         MCSS,  Inc.,  MLS, CDI, MIS,  ASC,  PCI, ICI and MCSY,  Inc.  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,  including  Repurchase  obligations pursuant to
         Section 2.1.D, indemnification obligations pursuant to Section 10.1 and
         payments on account of Collections  received,  MCSR,  Inc., MCSS, Inc.,
         MLS, CDI, MIS, ASC, PCI, ICI and MCSY,  Inc. 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.

         MCSR,  Inc.,  MCSS,  Inc.,  MLS, CDI, MIS, ASC, PCI, ICI and MCSY, Inc.
         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.

         2.  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.

         3. 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, MCSR, Inc., MCSS, Inc., MLS, CDI, MIS,
         ASC, PCI, ICI and MCSY, Inc.

         IN WITNESS  WHEREOF,  Purchaser,  Seller,  MCSR, Inc., MCSS, Inc., MLS,
CDI, MIS, ASC,  PCI, ICI and MCSY,  Inc. have executed this  Amendment as of the
date and year first above written.

SELLER                                  MICROAGE COMPUTER CENTERS, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        MICROAGE SOLUTIONS, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        MCSA, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------
                                        2
<PAGE>
                                        MCSZ, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        MCSJ, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        MCSP, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        MCSQ, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        KELLY MICRO SYSTEMS, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        MCST, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        MCSR, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        MCSS, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------


                                        MICROAGE LOGISTICS SERVICES, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------


                                        COMPLETE DISTRIBUTION, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        MICROAGE INFOSYSTEMS SERVICES, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        ADVANCED SYSTEMS CONSULTANTS, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        PCCLEARANCE, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------
                                        3
<PAGE>
                                        IMAGE CHOICE, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------


                                        MCSY, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------


PURCHASER                               DEUTSCHE FINANCIAL SERVICES CORPORATION

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------
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