AMENDMENT TO SECOND RESTATED AGREEMENT FOR WHOLESALE FINANCING


        This  Amendment to Second  Restated  Agreement for  Wholesale  Financing
("Amendment") is made by and between MICROAGE COMPUTER CENTERS,  INC.  ("MCCI"),
MICROAGE  LOGISTICS  SERVICES,  INC.  ("MLS") and  DEUTSCHE  FINANCIAL  SERVICES
CORPORATION ("DFS") as of the 31st day of March, 1997.

        WHEREAS,  DFS,  MCCI and MLS entered into that certain  Second  Restated
Agreement  for Wholesale  Financing  dated as of August 3, 1995, as amended (the
"AWF");

        WHEREAS, DFS, MCCI and MLS desire to amend the AWF 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,  DFS, MCCI and MLS agree as follows  (except as otherwise  defined
herein, all capitalized terms will have the same meanings set forth in the AWF):

        1. The  definition  of  "Supplemental  Inventory  Limit" as set forth in
        Section 1 of the AWF is hereby amended to mean One Hundred Fifty Million
        Dollars ($150,000,000.00).

        2. The definition of "Aggregate A/R and Supplemental Inventory Limit" as
        set forth in Section 1 of the AWF is hereby amended to mean Five Hundred
        Million Dollars ($500,000,000.00).

        3.  Section  10(c) of the AWF is  hereby  amended  and  restated  in its
        entirety to read as follows:

                "(c) The  Consolidated  Group shall at all times maintain,  on a
                consolidated  basis,  a  ratio  of (i)  the  sum  of  (A)  total
                liabilities plus (B) that portion of the Outstanding Balance (as
                defined in the Purchase  Agreement) of all Sold  Receivables (as
                defined in the Purchase Agreement) which MCCI and its affiliates
                have elected to receive if MCCI and its affiliates have received
                any or all of the amount due prior to Collection  (as defined in
                the  Purchase  Agreement)  of  such  Sold  Receivables  by  DFS)
                pursuant to the third  sentence of Section 2.1.B of the Purchase
                Agreement,  to (ii)  Tangible  Net Worth,  of less than 6.5 to 1
                (the 'Leverage Ratio')."

        4. The reference to Two Hundred Million Dollars ($200,000,000.00) at the
        end of the  second to last  sentence  of Section 21 of the AWF is hereby
        amended to mean Three Hundred Million Dollars ($300,000,000.00).

        5. Except as expressly  modified or amended herein,  all other terms and
        provisions  of  the  AWF,   including  without   limitation  all  letter
        agreements regarding interest charges, fees and other amounts payable to
        DFS in  connection  with  the AWF,  to the  extent  consistent  with the
        foregoing,  will remain  unmodified and in full force and effect and the
        AWF, as hereby amended, is ratified and confirmed by DFS, MCCI and MLS.
<PAGE>
        IN WITNESS WHEREOF, DFS, MCCI and MLS have executed this Amendment as of
the date and year first above written.


                                       MICROAGE COMPUTER CENTERS, INC.

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


                                       MICROAGE LOGISTICS SERVICES, INC.

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


                                       DEUTSCHE FINANCIAL SERVICES CORPORATION

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