SEVENTH AMENDMENT
                                     TO THE
                                 MICROAGE, INC.
                             RETIREMENT SAVINGS AND
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST



                  The  MicroAge,  Inc.  Retirement  Savings and  Employee  Stock
Ownership  Plan and Trust (the  "Plan"),  as amended and  restated by a document
effective as of January 1, 1995 and amended by the First Amendment dated May 10,
1995,  the Second  Amendment  dated March 14, 1996,  the Third  Amendment  dated
November  4, 1996,  the  Fourth  Amendment  dated  December  4, 1996,  the Fifth
Amendment dated January 31, 1997 and the Sixth Amendment dated August 1, 1997 is
hereby further amended as follows:

         1. The changes made to the Plan by this Seventh Amendment are effective
as of November 3, 1997, unless otherwise specified below.

         2. This Seventh  Amendment  shall amend only the provisions of the Plan
as set forth herein,  and those provisions not expressly amended hereby shall be
considered in full force and effect.

         3.  Section  2.65 of the Plan is hereby  amended  and  restated  in its
entirety to read as follows:

                  2.65 Valuation Date and Valuation Period.  The term "Valuation
         Date" shall mean the last business day of each Plan Year and such other
         dates as may be established by the Advisory Committee for the valuation
         and  adjustment  of  the  accounts  of  Participants,  including  daily
         valuations.   The  term  "Valuation   Period"  shall  mean  the  period
         commencing  on the date  immediately  following  a  Valuation  Date and
         ending on the next Valuation Date.
<PAGE>
         4. Article 2 of the Plan is hereby amended by adding a new Section 2.67
to the end thereof which shall read as follows:

                  2.67 Acquired Company.  The term "Acquired Company" shall mean
         any corporation or other entity the stock,  assets or business of which
         has been  acquired by an  Employer,  whether by merger,  consolidation,
         purchase of assets or otherwise, and any predecessor thereto designated
         by an Employer.

         5.  Effective  February  1,  1998,  Section  3.01 of the Plan is hereby
amended by adding a new  subsection  (d) to the end thereof  which shall read as
follows:

                           (d)  Notwithstanding  any  provision  of this Section
         3.01 to the  contrary,  if an  Employee  was  employed  by an  Acquired
         Company  and was  deferring  compensation  pursuant  to a Code  Section
         401(k) cash or deferred  arrangement  sponsored by the Acquired Company
         immediately  prior  to the  effective  date of the  acquisition  of the
         Acquired Company, such Employee shall become a Participant on the first
         day of the Plan quarter coincident with or next following the effective
         date of  said  acquisition,  regardless  of  whether  the  Employee  is
         twenty-one (21) years of age and has completed one (1) Year of Service;
         provided,  however,  that said Employee is then employed by an Employer
         that has adopted this Plan.


         6. Section 4.07(b)(i) of the Plan is hereby amended and restated in its
entirety to read as follows:

                  (i)      amounts   transferred  to  this  Plan  directly  from
                           another qualified plan, including any promissory note
                           the terms of which comply with  Section  72(p) of the
                           Code and which is  transferred  to this Plan directly
                           from  a  qualified  plan  sponsored  by  an  Acquired
                           Company;

         7. Effective  March 1, 1998, the Plan is hereby amended by adding a new
Article 16 to the end thereof which shall read as follows:

                  16.      LOANS

                  16.01 General Rule.  The Advisory  Committee is authorized but
         is not  required  to direct  the  Trustee  to make a loan or loans to a
         Participant as a segregated  investment of the Participant's  accounts.
         Such   loans   shall   be   available   to   all   Participants   on  a
         nondiscriminatory   basis,  except  that  the  Advisory  Committee  may
         discriminate on the basis of credit worthiness.  The Advisory Committee
         shall not direct the Trustee to make loans to
                                        2
<PAGE>
         Highly  Compensated  Employees in amounts  which,  when  expressed as a
         percentage of the  Participant's  vested interest in his accounts,  are
         greater than those available to other Participants;  provided, however,
         that the Advisory  Committee may adopt a rule precluding  loans of less
         than One Thousand Dollars ($1,000.00).

                  16.02    Amount of Loan; Security.

                           (a)  Amount.  The total  outstanding  loans  from the
         Trust  Fund  to any  Participant  at any  time  shall  not  exceed  the
         Participant's  vested  interest in his  accounts,  determined as of the
         most recent  Valuation Date for the Plan,  provided,  however,  that no
         portion of the  Participant's  vested interest in his accounts which is
         held  in  Employer  Stock  shall  be  made  available  for  loan to the
         Participant.  Any loan which is made pursuant to Section 16.01 shall be
         treated  as a taxable  distribution  to the  extent  that it causes the
         outstanding balance at any time of all loans from all "employee pension
         benefit  plans" (as defined in ERISA) of the Employer that are intended
         to "qualify"  under Section  401(a) of the Code to exceed fifty percent
         (50%) of the present value of the Participant's  nonforfeitable accrued
         benefit  under all such plans;  provided that such maximum shall not be
         more than Fifty Thousand Dollars  ($50,000.00) with such Fifty Thousand
         Dollar ($50,000.00) limitation to be reduced by the highest outstanding
         loan balance during the twelve (12) month period  preceding the date on
         which a loan is made.  The Advisory  Committee  may, in the exercise of
         its  discretion,  prohibit the making of any loan that would be treated
         as a taxable distribution.

                           (b)  Security.  The loan  shall be  evidenced  by the
         Participant's  promissory note and shall be secured by an assignment of
         the  Participant's  vested interest in his accounts and such additional
         collateral as the Advisory  Committee  shall deem  necessary,  provided
         that in no event  shall the loan be  secured by an  assignment  of more
         than fifty percent (50%) of the Participant's vested  (non-forfeitable)
         interest in his accounts. In determining whether a pledge of additional
         collateral  is necessary,  the Advisory  Committee  shall  consider the
         Participant's credit worthiness and the impact on the Plan in the event
         of a default  under the loan  prior to the date on which  Participant's
         benefits will commence under the Plan.

                  16.03    Terms of Loan.

                           (a) Interest Rate. All loans shall bear interest at a
         rate determined by the Advisory  Committee which shall provide the Plan
         with a return  commensurate  with the interest rates charged by persons
         in the  business  of lending  money for similar  loans.  Subject to the
         foregoing,  the  terms  of any  loan  shall  be  arrived  at by  mutual
         agreement between the Advisory  Committee and the Participant  pursuant
         to a uniform, nondiscriminatory policy.

                           (b) Repayment Period. All loans shall be repayable in
         semi-monthly  installments  over a period not exceeding five (5) years,
         except  that the term may  exceed  five (5) years (but shall not exceed
         fifteen   (15)   years  or  such   shorter   period  set  by  the  Plan
                                       3
<PAGE>
         Administrator)  if the Participant  establishes to the  satisfaction of
         the Advisory  Committee,  in its sole discretion,  that the proceeds of
         the loan will be used,  within a  reasonable  time  after the funds are
         disbursed,   to  acquire  or  construct  the  Participant's   principal
         residence.

                           (c)  Costs.   Any  costs  incurred  by  the  Advisory
         Committee or Trustee to establish,  process,  administer or collect the
         loan shall be charged  directly  and solely to the  Participant  unless
         other  mutually  agreeable   arrangements  are  made  by  the  Advisory
         Committee and the Participant.

                  16.04  Default.  In the event  that the  Participant  does not
         repay such loan or loans and the interest  thereon in a timely fashion,
         the  Trustee  may  exercise  every  creditor's  right at law or  equity
         available  to the  Trustee.  The  Trustee may not,  however,  deduct or
         offset the payments in default or the unpaid outstanding balance of the
         loan from or against the Participant's  accounts until such time as the
         account becomes payable  pursuant to the other provisions of this Plan.
         When payments  become due  hereunder,  the Trustee may deduct the total
         amount of the loan then  outstanding,  together  with any interest then
         due and owing, from any payment or distribution  (including any payment
         due to the Participant's  surviving spouse pursuant to Section 6.03) to
         which such Participant or his beneficiary or  beneficiaries  may become
         entitled.

                  16.05  Transferred Loans Accepted Pursuant to Section 4.07. In
         the event that a  Participant  transfers a promissory  note to the Plan
         from a qualified plan  maintained by an Acquired  Company in connection
         with a "rollover"  under Section 4.07,  such  promissory  note shall be
         administered  by the Advisory  Committee  and the Trustee in accordance
         with  the  terms  of the  promissory  note.  To the  extent  there is a
         conflict  between the terms of a transferred  promissory  note and this
         Article 16 or other rules  promulgated by the Advisory  Committee,  the
         terms of the transferred promissory note shall control.

         To signify its adoption of this Seventh Amendment,  MicroAge,  Inc. has
caused this Seventh  Amendment to be executed by its duly authorized  officer on
this 2nd day of April, 1998.

                                         MICROAGE, INC.


                                         By:   /s/ Jeffrey D. McKeever
                                               ---------------------------------
                                               Jeffrey D. McKeever
                                               Chairman of the Board and
                                               Chief Executive Officer
                                       4