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 5th day of February, 1998.

        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,
and all references to MCCI shall be deemed  references to MCCI and MLS,  jointly
and severally):

        1. The  definition  of the  "Regular  Line of  Credit"  as set  forth in
        Section  1 of the AWF is  hereby  amended  to mean a line of  credit  to
        finance the purchase of Inventory by MCCI and MLS in an amount up to One
        Hundred Fifty Million Dollars ($150,000,000.00).

        2.  Subsection  9(a)(i) of the AWF is hereby amended and restated in its
        entirety to read as follows (all  references  to MCCI shall be deemed to
        be references to MCCI and MLS, jointly and severally):

                "(i) sixty  percent  (60%) of the remainder of (A) the wholesale
                invoice  price to MCCI of the Excess  Inventory  as reflected in
                the Inventory Warehouse Status Report, minus (B) an obsolescence
                reserve in the  amount of Three  Percent  (3%) of the  wholesale
                invoice price net of any price protection credits to MCCI of the
                Excess  Inventory  which  are  not  reflected  in the  Inventory
                Warehouse  Status  Report,  or such other  obsolescence  reserve
                amount as DFS deems reasonably necessary from time to time;

                minus  (C) any  Deficit  Net  Collateral  Value  of the  Regular
                Inventory and any Deficit Net Collateral Value of the IBM Credit
                Inventory,  as  calculated  pursuant to clause  (ii) below,  and
                minus (D) the Guaranty Reserve Amount as defined in clause (iii)
                below (the 'Net Excess Inventory Availability');"

        3. The reference to Three Hundred Million Dollars  ($300,000,000.00)  at
        the end of the  second  to last  sentence  of  Section  21 of the AWF is
        hereby amended to mean Four Hundred Million Dollars ($400,000,000.00).

        4. Except as expressly  modified or amended herein,  all other terms and
        provisions  of  the  AWF,  including  without   limitations  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.
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        IN WITNESS WHEREOF, DFS, MCCI and MLS have executed this Amendment as of
the date and year first above written.


MICROAGE COMPUTER CENTERS, INC.         DEUTSCHE FINANCIAL SERVICES CORPORATION

By:  /s/ James R. Daniel                By:  /s/ Stephen H. Patyk
   ------------------------------          --------------------------------
Title:  Treasurer                       Title:  Area General Manager
      ---------------------------             -----------------------------

MICROAGE LOGISTICS SERVICES, INC.

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