AMENDMENT TO SECOND RESTATED AGREEMENT
                             FOR WHOLESALE FINANCING



         This  Amendment to Second  Restated  Agreement for Wholesale  Financing
("Amendment") is made by and among MicroAge  Computer  Centers,  Inc.  ("MCCI"),
MicroAge  Logistics  Services,  Inc. ("MLS"),  Pinacor,  Inc.  ("Pinacor"),  and
Deutsche Financial Services Corporation ("DFS") as of April 30, 1998.

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

         WHEREAS,  Pinacor is an affiliate of MCCI and MLS and will be acquiring
inventory with financing provided by DFS;

         WHEREAS,  DFS,  MCCI,  MLS and  Pinacor  believe  it is in  their  best
interests to make Pinacor a party to the AWF;

         WHEREAS,  MCCI, MLS, and Pinacor desire to participate in the corporate
restructuring described on Exhibit A attached hereto (the "Restructuring"); and

         WHEREAS,  MCCI,  MLS,  and  Pinacor  desire  the  consent of DFS to the
Restructuring  and in  connection  therewith  to  amend  the  AWF in the  manner
hereinafter set forth.

         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, MLS, and Pinacor agree as follows (except as otherwise
defined herein,  all capitalized  terms will have the same meanings set forth in
the AWF):

         1.       MCCI,  MLS,  and  Pinacor  represent  and  warrant to DFS that
                  Exhibit   A   completely   and   accurately    describes   the
                  Restructuring. DFS hereby consents to the Restructuring.

         2.       Pinacor is hereby made a party to the AWF, and all  references
                  to  "MCCI" in the AWF  shall be  deemed  to be  references  to
                  MicroAge Computer Centers,  Inc., MicroAge Logistics Services,
                  Inc., and Pinacor, Inc. acting jointly and severally.  Pinacor
                  hereby  expressly  assumes,  on a joint and several basis, all
                  obligations of MCCI and MLS under the AWF, including,  without
                  limitation,  all obligations  regarding interest charges, fees
                  and  other  amounts  payable  to DFS under  letter  agreements
                  executed  by  MCCI,  MLS and DFS in  connection  with the AWF.
                  Nothing herein shall be deemed to release MCCI or MLS from any
                  such  obligations.  MCCI,  MLS and Pinacor  hereby  affirm all
                  representations,
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                  warranties  and  obligations of MCCI and MLS in the AWF. MCCI,
                  MLS and Pinacor agree that they shall be jointly and severally
                  responsible  and liable for all  obligations,  representations
                  and  warranties  of MCCI and/or MLS and/or  Pinacor  under the
                  AWF, as amended hereby.

                  In  furtherance  of the foregoing and not as a limitation,  to
                  secure  all of its  current  and  future  debts  owed  to DFS,
                  whether  under the AWF or any  current or future  guaranty  or
                  other agreement,  Pinacor grants to DFS a security interest in
                  all inventory, equipment, fixtures, accounts, contract rights,
                  chattel  paper,  instruments,   documents  of  title,  deposit
                  accounts,  reserves  and  general  intangibles,  now  owned or
                  hereafter acquired, and all attachments,  parts,  accessories,
                  accessions,  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 the  possession  or  control  of  Pinacor or any
                  computer  bureau from time to time acting for Pinacor,  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.

         3.       Exhibit B to the AWF is hereby  restated in its  entirety  and
                  replaced by Exhibit B attached hereto and incorporated  herein
                  by reference.

         4.       Exhibit D to the AWF is hereby  restated in its  entirety  and
                  replaced by Exhibit D attached hereto and incorporated  herein
                  by reference.

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

                  "(c) 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 (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  7.5 to 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)."
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         6.       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,  MLS, and
                  Pinacor.

         IN WITNESS  WHEREOF,  DFS,  MCCI,  MLS, and Pinacor 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
                                                   -------------------------


                                             PINACOR, INC.


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


                                             DEUTSCHE FINANCIAL SERVICES 
                                             CORPORATION


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