ENDORSEMENT SPLIT-DOLLAR INSURANCE AGREEMENT
                  --------------------------------------------

         THIS  AGREEMENT is made as of this 25th day of November,  1997,  by and
between  MICROAGE,  INC.,  a Delaware  corporation  (hereinafter  referred to as
"Corporation") and JEFFREY D. McKEEVER (hereinafter referred to as "Insured").

         WHEREAS,  Corporation  plans to acquire insurance on the Insured's life
under a policy issued by Northwestern Mutual Life Insurance Company (hereinafter
referred to as "Insurer"); and

         WHEREAS, Corporation wants to assist Insured by paying all premiums due
on the policy; and

         WHEREAS,  Corporation  will be the owner of the insurance policy and as
such, will possess all incidents of ownership in and to the policy;

         The  parties,  therefore,  in  consideration  of  the  mutual  promises
contained herein, hereby agree as follows:

                                    ARTICLE I

         A. The  Corporation  plans to acquire  from the Insurer a policy on the
life of the Insured in the face amount of $2,444,336.00 (hereinafter referred to
as the "Policy").  The policy number,  face amount and plan of insurance will be
recorded on Schedule A attached  to this  Agreement  and the Policy will then be
subject to the terms of this Agreement.  The  Corporation  shall be the sole and
absolute owner of the Policy,  and may exercise all ownership  rights granted to
the owner thereof by the terms of the Policy, except as provided herein.
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         B. The  Insured  may select the  settlement  option for  payment of the
death benefit  provided under the Policy and the beneficiary or beneficiaries to
receive  the  portion  of policy  proceeds  to which  the  Insured  is  entitled
hereunder,  by specifying the same in a written notice to the Corporation.  Upon
receipt of such notice, the Corporation shall execute and deliver to the Insurer
the forms  necessary to elect the requested  settlement  option and to designate
the requested  person,  persons or entity as the beneficiary or beneficiaries to
receive  the death  proceeds  of the Policy in excess of the amount to which the
Corporation is entitled  hereunder.  The parties hereto agree to take all action
necessary  to  cause  the  beneficiary   designation  and  settlement   election
provisions of the Policy to confirm to the provisions  hereof.  The  Corporation
shall not terminate,  alter or amend such  designation  or election  without the
express written consent of the Insured.

                                   ARTICLE II

         All  premiums  due on the Policy  which  shall be  FORTY-FOUR  THOUSAND
DOLLARS  ($44,000.00) per year, shall be paid by Corporation  until the first to
occur  of (i) the  death  of the  Insured,  or  (ii)  Insured's  termination  of
employment with Corporation.  The Corporation shall annually furnish the Insured
a Statement  of the amount of income  reportable  by the Insured for federal and
state income tax purposes.

                                   ARTICLE III

         A. Any  dividend  declared on the Policy  shall be  applied,  under the
fifth  dividend  option,  to purchase one (1) year term insurance on the life of
the  Insured,  in an amount  equal to the cash value of the  Policy (as  defined
therein),  as of the next anniversary date thereof. If the premium for such term
insurance  is less than the amount of such  dividend,  then the  balance of such
dividend  shall be used to reduce the  premiums  payable on the Policy.  If such
dividend is not adequate to purchase
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the required  amount of one (1) year term  insurance on the life of the Insured,
then the entire dividend shall be applied to purchase such term insurance on the
life of the  Insured.  The  parties  hereto  agree  that the  dividend  election
provisions of the Policy shall conform to the provisions hereof.

         B.  Contemporaneously  with  the  execution  of  this  Agreement,   the
Corporation has executed a beneficiary  designation for and/or an endorsement to
the Policy,  under the form used by the Insurer for such designations,  in order
to secure the Corporation's recovery of the amount of the premiums on the Policy
paid by the Corporation hereunder.  Such beneficiary  designation or endorsement
shall not be  terminated,  altered or amended by the  Corporation,  without  the
express  written  consent of the Insured.  The parties  hereto agree to take all
action necessary to cause such beneficiary designation or endorsement to conform
to the provisions of this Agreement.

         C. Except as otherwise provided herein, the Corporation shall not sell,
assign,  transfer,  surrender  or cancel  the  Policy,  change  the  beneficiary
designation  provision  thereof,  nor  terminate the dividend  election  thereof
without, in any such case, the express written consent of the Insured.

         D. The  Corporation  may  pledge or assign the  Policy,  subject to the
terms and conditions of this Agreement,  for the sole purpose of securing a loan
from the  Insurer or from a third  party.  The  amount of such  loan,  including
accumulated  interest thereon,  shall not exceed the lesser of (i) the amount of
the premiums on the Policy paid by the Corporation  hereunder,  or (ii) the cash
surrender  value of the  Policy  (as  defined  therein)  as of the date to which
premiums  have been  paid.  Interest  charges  on such loan shall be paid by the
Corporation.  If the Corporation so encumbers the Policy, other than by a policy
loan from the Insurer,  then, upon the death of the Insured or upon the election
of the Insured  hereunder  to  purchase  the Policy  from the  Corporation,  the
Corporation  shall  promptly take all action  necessary to secure the release or
discharge of such encumbrance.
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                                   ARTICLE IV

         In the event of the death of Insured,  the proceeds of the Policy shall
be divided into two parts and paid by Insurer as follows:

         Part A - Upon the death of the Insured,  the Corporation shall have the
                  unqualified  right to receive a portion of such death  benefit
                  equal to the total  amount  of  premiums  paid,  the then cash
                  surrender  value of the  Policy,  or the  amount  by which the
                  death  benefit  exceeds  $2,000,000,   whichever  is  greater,
                  reduced by any indebtedness against the Policy existing at the
                  death  of the  Insured  (including  any  interest  due on such
                  indebtedness).  In no event  shall the  amount  payable to the
                  Corporation  hereunder  exceed the Policy proceeds  payable at
                  the death of the  Insured.  No amount  shall be paid from such
                  death benefit to the beneficiary or  beneficiaries  designated
                  by the Corporation at the direction of the Insured,  until the
                  full amount due the  Corporation  hereunder has been paid. The
                  parties   hereto  agree  that  the   beneficiary   designation
                  provision  of the  Policy  shall  conform  to  the  provisions
                  hereof.

         Part B - The  balance  of  the  death  benefit  shall  be  paid  to the
                  beneficiary designated by the Insured.

                                    ARTICLE V

         A. This  Agreement  shall  terminate,  during the  Insured's  lifetime,
without notice,  upon the occurrence of any of the following  events:  (a) total
cessation of the Corporation's business; (b)
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bankruptcy, receivership or dissolution of the Corporation or (c) termination of
Insured's employment by the Corporation (other than by reason of his death).

                                   ARTICLE VI

         A. For  sixty  (60)  days  after  the date of the  termination  of this
Agreement during the Insured's  lifetime,  the Insured shall have the assignable
option to purchase the Policy from the  Corporation.  The purchase price for the
Policy shall be the greater of the total amount of the premium  payments made by
the Corporation  hereunder or the then cash surrender value of the Policy,  less
any indebtedness  secured by the Policy which remains outstanding as of the date
of such termination,  including interest on such  indebtedness.  Upon receipt of
such amount, the Corporation shall transfer all of its right, title and interest
in and to the  Policy to the  Insured  or his  assignee,  by the  execution  and
delivery of an appropriate instrument of transfer.

         B. If the Insured or his assignee  fails to exercise such option within
such sixty (60) day  period,  then the  Corporation  may enforce its right to be
repaid for the premiums which it paid hereunder by surrendering or canceling the
Policy  for  its  cash  surrender  value,  or  it  may  change  the  beneficiary
designation  provisions  of the  Policy,  naming  itself or any other  person or
entity as revocable  beneficiary thereof, or exercise any other ownership rights
in and to the  Policy,  without  regard to the  provisions  hereof.  Thereafter,
neither the Insured,  his assignee  nor their  heirs,  assigns or  beneficiaries
shall have any further  interest in and to the  Policy,  either  under the terms
thereof or under this Agreement.

                                   ARTICLE VII

         Insurer is not a party to this Agreement and the obligations of Insurer
are those set forth in the Policy.
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                                  ARTICLE VIII

         This Agreement shall be binding upon the parties  hereto,  their heirs,
legal representatives, successors and assigns.

                                   ARTICLE IX

         This  Agreement  may be altered,  amended or  modified  only by written
instrument signed by Corporation and the Insured.

                                    ARTICLE X

         This Agreement shall be construed according to the laws of the State of
Arizona.

                                   ARTICLE XI

         Insured  may  add a  rider  to  the  Policy  for  the  benefit  of  his
beneficiaries.  Upon written request by Corporation, Insured will add a rider to
the Policy for the benefit of Corporation.  The additional premium for any rider
which is added to the Policy will be paid by the party  entitled to received the
proceeds of the rider.

                                   ARTICLE XXI

         A. The party  designated as the "named  fiduciary" for the Split-Dollar
Plan  established  by this  Agreement  shall have the  authority  to control and
manage the operation and  administration  of such plan;  provided  however,  the
Insurer  shall be the fiduciary of the plan solely with regard to the review and
final  decision on a claim or  benefits  under its Policy as provided in Article
XIII Claims Procedure, set forth below.

         B. The Fiduciary may allocate his responsibilities or the operation and
administration of the Split-Dollar Plan, including the designation of persons to
carry out  fiduciary  responsibilities  under any such plan. He shall erect such
allocation of his responsibilities by delivering to the
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Corporation  a written  instrument  signed by him that  specifies the nature and
extent  of the  responsibilities  allocated,  including,  the  persons  who  are
designated to carry out these fiduciary  responsibilities under the Split-Dollar
Plan, together with a signed acknowledgment of their acceptance.

                                  ARTICLE XIII

         The following claims procedure shall apply to the Split-Dollar Plan:

         A. The  beneficiary  of such Policy shall make a claim for the benefits
provided under the Policy in the manner provided in the Policy.

         B. With respect to a claim for benefits under said Policy,  the Insurer
shall be the entity which reviews and makes decisions on claim denials.

         C. If a claim is wholly or partially  denied,  notice of the  decision,
meeting  the  requirements  of  paragraph  D below,  shall be  furnished  to the
claimant within a reasonable period of time after the claim has been filed.

         D. The Insurer  shall provide to any claimant who is denied a claim for
benefits,  written notice setting forth in a manner  calculated to be understood
by the claimant, the following:

                  1.       The specific reasons for the denial;

                  2.       Specific  reference to the  pertinent  Policy or plan
                           provisions on which the denial is based;

                  3.       A   description   of  any   additional   material  or
                           information necessary for the claimant to perfect the
                           claim  and an  explanation  of why such  material  or
                           information is necessary;
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                  4.       An explanation of the plan's claim review  procedure,
                           as set forth in paragraph E and F below.

         E. The purpose of the review  procedure set forth in this paragraph and
in paragraph F below,  is to provide a procedure  by which a claimant  under the
Split-Dollar  Plan may have a  reasonable  opportunity  to  appeal a denial of a
claim for a full and fair review.  To accomplish  that purpose,  the claimant or
his duly authorized representative:

                  1.       May request a review upon written  application to the
                           Insurer;

                  2.       May review  pertinent  plan  documents or agreements;
                           and

                  3.       May submit issues and comments in writing. 
                           A claimant  (or his duly  authorized  representative)
                           shall   request   a  review   by   filing  a  written
                           application  for review at any time within sixty (60)
                           days after receipt by the claimant of written  notice
                           of the denial of his claim.

         F. A  decision  on review  of a denial of a claim  shall be made in the
following manner:

                  1.       The  decision on review shall be made by the Insurer,
                           which may in its  discretion  hold a  hearing  on the
                           denied  claim.  The Insurer  shall make its  decision
                           promptly,  unless special  circumstances (such as the
                           need to hold a hearing)  require an extension of time
                           for  processing,  in which case a  decision  shall be
                           rendered as soon as possible,  but not later than one
                           hundred  twenty  (120)  days  after  receipt  of  the
                           request for review.

                  2.       The  decision on review shall be in writing and shall
                           include specific  reasons for the decisions,  written
                           in a manner calculated to be understood by the
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                           claimant,  and specific  references  to the pertinent
                           Policy or plan  provision  on which the  decision  is
                           based.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

                                        MICROAGE, INC., a Delaware Corporation


                                        By /s/ Jeffrey D. McKeever
                                          --------------------------------------
                                             Its
                                                --------------------------------


                                        By /s/ Jeffrey D. McKeever
                                          --------------------------------------
                                           JEFFREY D. McKEEVER
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                                   SCHEDULE A


Face Amount                                                $2,444,336

Policy Number                                                14431834

Plan of Insurance                                   The Northwestern Mutual Life
                                                    Insurance Company
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                                ENDORSEMENT FORM


Appin. No., Contract No.                Date this form is signed:
or Policy No.:  14431834                November 25, 1997

Insured:            JEFFREY D. McKEEVER
Insurance Company:  The Northwestern Mutual Life Insurance Company


The undersigned  request and direct the Insurance Company to make the provisions
of this form a part of the policy.

All previous  designations of payees are hereby revoked.  It is hereby requested
and directed that:


                                  BENEFICIARIES

(1) In the  event of the  death  of the  Insured,  MicroAge,  Inc.,  a  Delaware
corporation, or its successors  ("Corporation"),  will be the direct beneficiary
of an amount  equal to the  greater of (i) the  premiums  paid to the  Insurance
Company by  Corporation  for the Policy,  (ii) the cash  surrender  value of the
Policies,  or (iii) the amount by which the death  benefit  exceeds  $2,000,000,
reduced by any  indebtedness  against  the Policy  existing  at the death of the
Insured (including any interest due on such indebtedness).

         In the  event  of  Corporation's  cessation  of  business,  bankruptcy,
receivership or dissolution,  Corporation  will be the direct  beneficiary of an
amount equal to the greater of (i) the premiums paid to the Insurance Company by
Corporation  for the Policy or (ii) the then cash surrender value of the Policy,
less any indebtedness secured by the Policy which remains outstanding as of such
date (including interest due on such indebtedness).

It is understood  and agreed that the  Insurance  Company will have the right to
rely  on  any  statement   signed  by  said   Corporation   setting  forth  said
Corporation's  share of the premium payments referred to above, and any decision
made by Insurance Company in reliance upon such statement will be conclusive and
will fully protect the Insurance Company.

(2) Jeffrey D. McKeever Revocable Trust (Name of spouse or primary  beneficiary)
if living and  married to the  Insured  on  (his/her)  date of death will be the
direct  beneficiary  of any  remaining  proceeds,  and if (he/she) is either not
married to Insured or living on Insured's date of death,  ______________________
_____________________  (Name of children or secondary  beneficiaries) will share
equally or by right of representation of any remaining proceeds.
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The Insurance Company will be fully discharged of liability for any action taken
by the Insured and for all amounts paid to, or at the  direction of, the Insured
and will have no obligation  as to the use of the amounts.  In all dealings with
the Insured, the Insurance Company will be fully protected against the claims of
every other person.  The Insurance  Company will not be charged with notice of a
change of beneficiary  unless written  evidence of the change is received at the
Insurance Company's Home Office.


                                    OWNERSHIP

(3) The owner of the Policy shall be the Corporation.  The Corporation alone may
exercise all the rights and privileges specified in the Policy.


                      MODIFICATION OF ASSIGNMENT PROVISIONS

Upon  death  of  the  Insured,  the  interest  of  any  collateral  assignee  of
Corporation  will be limited to the  portion of the  proceeds  described  in (1)
above.

                                        MICROAGE, INC., a Delaware corporation



                                        By /s/ Jeffrey D. McKeever
                                          --------------------------------------
                                           Officer



                                           /s/ Jeffrey D. McKeever
                                        ----------------------------------------
                                           JEFFREY D. McKEEVER
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