MICROAGE, INC.
                          1995 DIRECTOR INCENTIVE PLAN
                           STOCK OPTION AGREEMENT FOR
                              ROY A. HERBERGER, JR.


April 29, 1999

Dear Roy:

         You were earlier  notified that you are eligible to receive  options to
restructure  your  Director  fees  package  to  some  extent.  You  completed  a
Director's  Fee  Waiver,  attached  hereto as  EXHIBIT  A, and in the Waiver you
irrevocably  elected to waive  $10,000.00 (the "WAIVER AMOUNT") of your Director
fees in return for the option to purchase (the "OPTION")  shares of common stock
of the Company ("SHARES"). Based on your Waiver, and pursuant to action taken by
the Board of Directors of MicroAge,  Inc. (the  "COMPANY")  under Section 7.3 of
the  MicroAge,  Inc. 1995  Director  Incentive  Plan (Amended and Restated as of
April 1, 1998) (the  "PLAN")  you are hereby  granted  the  Options as set forth
below.

         1. STOCK  OPTION  GRANT.  In exchange  for electing to waive the Waiver
Amount,  subject to the terms and  conditions  set forth  below,  you are hereby
granted  the  Option  to  purchase  a total  of  Twenty  Thousand  Four  Hundred
Twenty-Six  (20,426)  Shares  at the price of $5.875  per  Share,  which was the
closing price of the Shares on April 23, 1999 (the "GRANT DATE").  The number of
Shares was calculated pursuant to the following formula:

         (a)      Waiver Amount                                       $10,000.00

         (b)      $30,000.00 (Waiver Amount)
                  Multiplied by Four (4) (the "Leverage Factor")      $40,000.00

         (c)      Common Stock Closing Price on Grant Date
                  (April 23, 1999)(the "Common Stock Price")          $    5.875

         (d)      Total Options Granted (b) / (c)
                  (rounded up):                                            6,809

The Option granted hereby is NOT intended to be an incentive stock option within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.
<PAGE>
         2.  EXERCISABILITY.  You may purchase all or any of the Shares included
in any installment under this Option, on or after the later to occur of:

          (1) the date the Option  grant vests in  accordance  with the schedule
     below; and

          (2) the date the stock price  hurdle with respect to each Option grant
     is met, on or after the date the Option grant vests.

================================================================================
PERCENTAGE OF SHARES
  EXERCISABLE IN                  DATE OPTION                STOCK PRICE HURDLE
   OPTION GRANT                   GRANT VESTS                AFTER VESTING DATE
--------------------------------------------------------------------------------
    First 34%                     May 1, 2000                     $5.875
   Second 33%                     May 1, 2001                     $6.46
    Third 33%                     May 1, 2002                     $7.11
================================================================================

         NOTWITHSTANDING THE ABOVE, YOUR OPTION UNDER THIS AGREEMENT WILL BECOME
100% EXERCISABLE ON THE NINTH  ANNIVERSARY OF THE GRANT DATE, UNLESS SUCH OPTION
EXPIRES  BEFORE  SUCH  DATE IN  ACCORDANCE  WITH THE  TERMS OF THE PLAN AND THIS
AGREEMENT. YOU MAY NOT EXERCISE THE OPTION AT ANY TIME AFTER THE EXPIRATION DATE
IN PARAGRAPH 5 BELOW.

         3.  EXERCISE  AND STOCK  DELIVERY.  Vested  Options may be exercised by
delivering  in writing a request to  purchase  Shares  describing  the number of
Shares to be purchased  and  accompanied  by payment in full to the Secretary of
the Company,  2400 South  MicroAge Way, MS #8,  Tempe,  AZ  85282-1896,  for the
Shares which you so elect to purchase, at the price per Share herein prescribed,
whereupon you will receive a stock certificate representing the Shares for which
you have made payment. The Company,  however,  shall not be obligated to deliver
any stock unless and until:

          (a)  there  has been  compliance  with any  federal  or state  laws or
     regulations or national securities exchange  requirements which the Company
     may deem applicable; and

          (b) all legal matters in connection  with the sale and delivery of the
     Shares have been approved by the Company's legal counsel.

         Upon the  exercise of an Option,  the  purchase  price shall be paid in
cash,  check,  or, in the sole  discretion  of the  Committee,  in Shares,  or a
combination  thereof.  Each Share received by the Company in payment of all or a
portion of the  purchase  price  specified in this Option shall be valued at its
fair  market  value on the date of payment and must have been held by you for at
least six months prior to the tender of the Share to the Company.

                                        2
<PAGE>
         4. TRANSFER RESTRICTIONS.  Except as otherwise allowed by uniform rules
adopted by the Board or the Committee,  this Option shall be exercisable  during
your lifetime only by you and shall not be transferable by you,  expressly or by
operation of law,  other than by will and the laws of descent and  distribution.
Any other attempted transfer or other disposition of this Option by you shall be
void and shall  constitute  valid grounds for cancellation of this Option by the
Company.

         5.  TERMINATION  OF OPTION.  THIS OPTION AND ALL YOUR RIGHTS  HEREUNDER
SHALL, UNLESS SOONER TERMINATED IN ACCORDANCE WITH THE PROVISIONS HEREOF,  CEASE
AND TERMINATE ON APRIL 23, 2009 (THE  "EXPIRATION  DATE"),  AT 5:00 P.M. ARIZONA
TIME.

         6.  TERMINATION OF SERVICE ON THE BOARD.  Upon the date your service on
the Company's  Board is terminated for any reason,  you, or in the event of your
death  your  beneficiary,  will be  entitled  to  receive  the number of Options
determined by  multiplying  the sum of your  Director  fees actually  earned and
waived up to the date of your  termination  by the Leverage  Factor and dividing
the product by the Common Stock Price (and rounding up the resulting  quotient);
provided, however, that only the total Director fees earned and waived by you up
to the date of termination  will be  considered.  To the extent your Options are
fully  vested  and  exercisable  as of the date of your  termination,  they will
remain exercisable at any time prior to the Expiration Date. The portion of your
Option  that  is not  fully  vested  and  exercisable  as of the  date  of  your
termination,  if any, shall continue to vest in accordance with the schedule set
forth  above and will become  exercisable  at the time it becomes  fully  vested
prior to its Expiration  Date.  UNDER NO  CIRCUMSTANCES  WILL YOU BE ENTITLED TO
RECEIVE  CASH EQUAL TO ALL OR ANY  PORTION OF THE  DIRECTOR  FEES YOU ELECTED TO
WAIVE UNDER THE DIRECTOR'S FEE WAIVER.

         7.  CHANGE OF  CONTROL.  Upon a "Change  of  Control"  (as that term is
defined  in the Plan),  you will be  entitled  to receive  the number of Options
determined by  multiplying  the sum of your  Director  fees actually  earned and
waived up to the Change of  Control by the  Leverage  Factor  and  dividing  the
product by the Common  Stock  Price (and  rounding up the  resulting  quotient);
provided, however, that only the total Director fees earned and waived by you up
to the  Change  of  Control  will be  considered.  In the  event of a Change  of
Control,  all Options under this  Agreement  will become 100% vested and will be
exercisable  until  the  Expiration  Date.  UNDER NO  CIRCUMSTANCES  WILL YOU BE
ENTITLED TO RECEIVE  CASH EQUAL TO ALL OR ANY PORTION OF THE  DIRECTOR  FEES YOU
ELECTED TO WAIVE UNDER THE DIRECTOR'S FEE WAIVER.

         8. TERMINATION OF PURCHASE  PROGRAM.  If the Board decides to terminate
your ability to waive all or a portion of your  Director  fees in return for the
Option  (the  "Purchase  Program"),  you will be entitled to receive a number of
Options  determined by multiplying the sum of your Director fees actually earned
and  waived up to the date of the  termination  of the  Purchase  Program by the
Leverage Factor and dividing the product by the Common Stock Price (and rounding
up the  resulting  quotient);  provided,  however,  that only the Director  fees
earned  and  waived  by you up to the date of the  termination  of the  Purchase
Program  will be  considered.  All  Options  received  will be fully  vested and
immediately  exercisable.  You will have up to thirty days from the date of such
termination to exercise the Options.  After such thirty day period,  the Options
will be canceled.

                                        3
<PAGE>
UNDER NO CIRCUMSTANCES  WILL YOU BE ENTITLED TO RECEIVE CASH EQUAL TO ALL OR ANY
PORTION OF THE  DIRECTOR  FEES YOU  ELECTED TO WAIVE  UNDER THE  DIRECTOR'S  FEE
WAIVER.

         9. MISSED MEETINGS. If you miss a meeting for which you have waived all
or a portion of the meeting  fee,  the  portion of the Waiver  Amount that would
have been satisfied had you attended that meeting (the "DEFICIT  AMOUNT"),  will
be made up by charging the special  meeting fees and the regular  meeting  fees,
that you have not already waived, for those meetings that occur after the missed
meeting but before May 2, 2000.  If, by May 1, 2000,  the Deficit  Amount is not
made  up in  full by  charging  subsequent  meeting  fees  as set  forth  in the
preceding  sentence,  you must pay the Company any remaining  Deficit  Amount by
such date.

         10. COMPLIANCE.  The Committee hereby reserves and shall have the right
to  terminate,  renew,  or modify the Plan in any way  necessary  to comply with
applicable requirements of Rule 16b-3 promulgated by the Securities and Exchange
Commission  as  interpreted  pursuant  to  no-action  letters  and  interpretive
releases.

         PLEASE  ACKNOWLEDGE  RECEIPT OF THIS AGREEMENT BY SIGNING AND INSERTING
YOUR SOCIAL SECURITY NUMBER ON BOTH LETTERS, THEN RETURNING BOTH LETTERS TO JEFF
MCKEEVER'S OFFICE AT MICROAGE,  INC., 2400 SOUTH MICROAGE WAY, MAIL STATION #24,
TEMPE, AZ 85282-1896 FOR HIS EXECUTION.  THE ORIGINALLY  EXECUTED LETTER WILL BE
RETURNED TO YOU FOR YOUR FILES AND THE COPY WILL BE  RETAINED  BY THE  COMPANY'S
LEGAL DEPARTMENT.

                                      MICROAGE, INC.

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


I HEREBY ACKNOWLEDGE RECEIPT OF THE FOREGOING OPTION.

Signature: /s/ Roy A. Herberger, Jr.
          -----------------------------------

Social Security No.:
                    -------------------------

                                        4
<PAGE>
                                    EXHIBIT A
                                 MICROAGE, INC.
                              DIRECTOR'S FEE WAIVER
                              ROY A. HERBERGER, JR.


RETAINER FEES

I hereby elect to waive the following amount of the retainer fees        $ 2,000
payable to me for the next four quarters:

     THE ANNUAL  RETAINER  IS  $18,000  AND IS PAID IN ARREARS IN
     QUARTERLY  INSTALLMENTS  OF  $4,500  EACH.  YOU MAY ELECT TO
     WAIVE ALL OR A PORTION OF EACH QUARTERLY INSTALLMENT FOR THE
     THIRD AND FOURTH QUARTERS OF THE CURRENT FISCAL YEAR AND THE
     FIRST AND SECOND  QUARTERS  OF THE FISCAL YEAR THAT WILL END
     IN 2000.  IF YOU WOULD  LIKE TO WAIVE ANY  PORTION  OF THESE
     FEES,  WRITE THE  AMOUNT OF THE  TOTAL  RETAINER  FEES TO BE
     WAIVED ON THE BLANK LINE TO THE RIGHT.  THE AMOUNT YOU WAIVE
     WILL  BE  CHARGED   EQUALLY   AGAINST  THE  FOUR   QUARTERLY
     INSTALLMENTS.

BOARD MEETING FEES

I hereby elect to waive the following  amount of my regular Board        $ 2,000
meeting  fees  for the six  regularly  scheduled  Board  meetings
between May 1, 1999 and April 30, 2000:

     THE  MAXIMUM  WAIVER  IS  $9,000.  IF YOU WANT TO WAIVE  ANY
     PORTION OF THIS AMOUNT,  WRITE IN THE AMOUNT TO BE WAIVED ON
     THE BLANK  LINE TO THE  RIGHT.  THE AMOUNT YOU WAIVE WILL BE
     CHARGED  EQUALLY  AGAINST  THE  MEETING  FEES FOR  THESE SIX
     MEETINGS.

COMPENSATION COMMITTEE MEETING FEES

I hereby  elect to  waive  the  following  amount  of my  regular        $ 2,000
Compensation   Committee  meeting  fees  for  the  two  regularly
scheduled meetings between May 1, 1999 and April 30, 2000:

     THE  MAXIMUM  WAIVER  IS  $2,000.  IF YOU WANT TO WAIVE  ANY
     PORTION OF THIS AMOUNT,  WRITE IN THE AMOUNT TO BE WAIVED ON
     THE BLANK  LINE TO THE  RIGHT.  THE AMOUNT YOU WAIVE WILL BE
     CHARGED  EQUALLY  AGAINST  THE  MEETING  FEES FOR  THESE TWO
     MEETINGS.

GOVERNANCE COMMITTEE MEETING FEES

I hereby  elect to  waive  the  following  amount  of my  regular        $ 2,000
Governance Committee meeting fees for the two regularly scheduled
meetings between May 1, 1999 and April 30, 2000:

     THE  MAXIMUM  WAIVER  IS  $2,000.  IF YOU WANT TO WAIVE  ANY
     PORTION OF THIS AMOUNT,  WRITE IN THE AMOUNT TO BE WAIVED ON
     THE BLANK  LINE TO THE  RIGHT.  THE AMOUNT YOU WAIVE WILL BE
     CHARGED  EQUALLY  AGAINST  THE  MEETING  FEES FOR  THESE TWO
     MEETINGS.
<PAGE>
COMMITTEE CHAIR FEES

I hereby  elect to waive the  following  amount of the  Committee        $ 2,000
Chair fees payable to me for the next four quarters:

     THE  ANNUAL  COMMITTEE  CHAIR FEE IS  $3,000  AND IS PAID IN
     ARREARS IN  QUARTERLY  INSTALLMENTS  OF $750  EACH.  YOU MAY
     ELECT  TO  WAIVE  ALL  OR  A  PORTION   OF  EACH   QUARTERLY
     INSTALLMENT FOR THE THIRD AND FOURTH QUARTERS OF THE CURRENT
     FISCAL YEAR AND THE FIRST AND SECOND  QUARTERS OF THE FISCAL
     YEAR THAT WILL END IN 2000.  IF YOU WOULD  LIKE TO WAIVE ANY
     PORTION  OF  THESE  FEES,  WRITE  THE  AMOUNT  OF THE  TOTAL
     COMMITTEE  CHAIR  FEES TO BE WAIVED ON THE BLANK LINE TO THE
     RIGHT.  THE AMOUNT YOU WAIVE WILL BE CHARGED EQUALLY AGAINST
     THE FOUR QUARTERLY INSTALLMENTS.

                                                    WAIVER AMOUNT        $10,000

         By signing this Waiver,  I acknowledge  that I have been given,  or was
offered,  a copy of the  Company's (i) Annual Report on Form 10-K for the fiscal
year ended  November  1, 1998,  and (ii)  Quarterly  Report on Form 10-Q for the
fiscal quarter ended January 31, 1999 (the "SEC Reports"),  and that I was given
an  opportunity  to ask  questions of any of the  Company's  executive  officers
regarding the SEC Reports or any other matter regarding the Company.

         By signing  this  Waiver,  I  recognize  that  purchasing  options is a
speculative  investment in that the success or failure of my investment  depends
on the market value of the Company's stock over a several year period. I further
recognize that all or a portion of my investment (i.e., my Waiver Amount) may be
lost. I also  acknowledge  that I was given the  opportunity  to consult with my
personal advisor(s) regarding this Waiver.

         I hereby elect to waive the Waiver  Amount set forth above.  By signing
this Waiver I agree to the terms and conditions set forth above and  acknowledge
that I have read and understand the sample Stock Option Agreement that was given
to me.


SIGNATURE  /s/ Roy A. Herberger, Jr.
           --------------------------------
DATE        April 15, 1999
           --------------------------------
SSN
           --------------------------------

PLEASE FAX YOUR SIGNED FORM TO THOMAS R.  HOECKER AT (602)  382-6070.  YOUR FORM
MUST BE  RECEIVED BY MR.  HOECKER BY NOON  (ARIZONA  TIME) ON FRIDAY,  APRIL 23,
1999.