AMENDMENT #2 TO
                        AGREEMENT FOR WHOLESALE FINANCING
                              (Security Agreement)


This Amendment #2 to the Agreement for Wholesale Financing (this "Amendment") is
made as of August 25, 1997 by and between  MicroAge  Computer  Centers,  Inc., a
Delaware  corporation  ("MCCI"),  MicroAge Logistics Services,  Inc., a Delaware
corporation  ("MLS") and IBM Credit  Corporation,  a Delaware  corporation ("IBM
Credit").

                                    RECITALS

         WHEREAS,  MCCI and IBM Credit have entered into that certain  Agreement
for Wholesale Financing dated as of December 17, 1993 (as amended,  supplemented
or as otherwise modified from time to time, the "Agreement");

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

         WHEREAS, IBM Credit, MCCI and MLS believe it is in their best interests
to make MLS a party to the Agreement, and

         WHEREAS,  IBM Credit,  MCCI and MLS have agreed to modify the Agreement
as more  specifically  set  forth  below,  upon and  subject  to the  terms  and
conditions set forth herein.

                                    AGREEMENT

         NOW, THEREFORE, in consideration of the premises and for other good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, MCCI and MLS ("we" or "us") and IBM Credit ("you") hereby agree as
follows:

Section 1. All  capitalized  terms not otherwise  defined  herein shall have the
respective meanings set forth in the Agreement.

Section 2.  Modification of Agreement

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

In  furtherance  of the foregoing and not as a limitation,  to secure all of its
current and future debts owed to IBM Credit, whether under the
<PAGE>
Agreement or any current or future  guaranty or other  agreement,  MLS grants to
IBM Credit 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 our  possession  or control or in the  possession or control of any
computer  bureau from time to time acting for us, 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.

         B. Paragraph 15 (a) of the Agreement is hereby amended by deleting such
paragraph in its entirety and substituting, in lieu thereof, the following:

         "We both agree that all written  material,  disclosed to or received by
either of us from the other under this  Agreement and the Original AWF or by you
from DFS under the Participation  Agreement  executed by and between you and DFS
on August 3, 1995 will be deemed "Proprietory  Information" of such other party,
unless and until such time as:"

         C.  Paragraph  15(b)(2) of the Agreement is hereby amended by inserting
therein  immediately  following the word  "consultants"  the words "any party or
parties who may provide insurance to you in connection with any obligations owed
by us,  including the obligations  owed by us to you under this Agreement or the
obligations  owed by us to DFS in which you are  participating  pursuant  to the
Participation Agreement executed by and between you and DFS on August 3, 1995."

         D.  Paragraph  16 is hereby  amended  by  deleting  the first  sentence
thereof in its entirety and substituting, in lieu thereof, the following:

         "16. Each of the following shall constitute a default  ("Default"):  if
(i) we do not  comply  with any of the terms of this  Agreement,  the  Financing
Agreement  or any related  documents in any  material  respect,  or if we do not
fulfill any obligations to you under this Agreement in any material respect, the
Financing  Agreement  or  any  related  documents,   or  any  guarantor  of  our
indebtedness to you under this Agreement or any other agreements breaches any of
the terms,  warranties  or  representations  contained  in any guaranty or other
agreements  between  any  guarantor  and  you,  or  we  or  any  member  of  the
Consolidated  Group become  insolvent or cease to do business as a going concern
which materially affects the business of the Consolidated  Group, or (ii); we or
any member of the  Consolidated  Group file a voluntary  petition for bankruptcy
protection,  have filed against it any  involuntary  bankruptcy  petition  which
remains undismissed for a period of sixty (60) days, make any assignment for the
benefit of  creditors,  consent to the  appointment  of a  custodian,  receiver,
trustee, liquidator,  administrator or person with similar powers or have any of
our properties seized or attached,  or take any action to authorize,  or for the
purpose of effectuating the foregoing; (iii) judgment is entered in an amount in
excess of one hundred thousand dollars ($100,000.00) and
<PAGE>
such judgment is not  satisfied,  dismissed  stayed or superseded by bond within
thirty (30) days after the day of entry  thereof  (and in the event of a stay or
superseded  by bond,  such  judgment is not  discharged  within thirty (30) days
after  termination  of any such  stay or  bond);  (iv) we or any  member  of the
Consolidated  Group dissolve or liquidate which materially  affects the business
of the Consolidated  Group, or we or any member of the Consolidated Group or any
of our directors or stockholders  take any action to dissolve or liquidate which
materially  affects the  business  of the  Consolidated  Group;  (v) any auditor
qualifies his opinion relative to any financial statement delivered to you under
this  Agreement  with  respect to a "going  concern"  or like  qualification  or
exception or a qualification  arising out of the scope of the audit;  (vi) there
issues a warrant of distress  for any rent or taxes with respect to any premises
occupied  by us or any  member of the  Consolidated  Group in or upon  which the
Products,  or any part  thereof,  may at any time be situated  and such  warrant
shall  continue  for a period of ten (10) days  from the date  such  warrant  is
issued; or (vii) we or any member of the Consolidated Group are in default under
any of our  obligations  to DFS under any agreement  between us or any member of
the Consolidated Group and DFS (including, without limitation, any Agreement for
Wholesale  Financing or Purchase  Agreement)  in any material  respect,  and the
applicable cure period thereunder, if any, has expired."

         E. The Agreement is hereby modified by deleting Exhibit A and Exhibit B
in their entirety and substituting in lieu thereof,  the Exhibit A and Exhibit B
attached hereto.

Section  3.  Representations  and  Warranties.  We  make  to you  the  following
representations  and warranties all of which are material and are made to induce
you to enter into this Agreement.

Section 3.1 Accuracy and  Completeness  of Warranties and  Representations.  All
representations  made by us in the Agreement were true and accurate and complete
in every  respect as of the date made,  and, as amended by this  Amendment,  all
representations  made by us in the Agreement are true,  accurate and complete in
every  material  respect as of the date hereof,  and do not fail to disclose any
material fact necessary to make representations not misleading.

Section 3.2  Violation of Other  Agreements.  The execution and delivery of this
Amendment and the  performance  and  observance of the covenants to be performed
and observed  hereunder do not violate or cause us not to be in compliance  with
the terms of any agreement to which we are a party.

Section 3.3  Litigation.  Except as has been  disclosed by us to you in writing,
there is no litigation,  proceeding,  investigation  or labor dispute pending or
threatened against us, which if adversely determined, would materially adversely
affect our ability to perform our obligations  under the Agreement and the other
documents,  instruments  and  agreements  executed in  connection  therewith  or
pursuant hereto.

Section  3.4   Enforceability  of  Amendment.   This  Amendment  has  been  duly
authorized,  executed  and  delivered  by us and is  enforceable  against  us in
accordance with its terms.
<PAGE>
Section 4. Ratification of Agreement. Except as specifically amended hereby, all
of the provisions of the Agreement shall remain  unamended and in full force and
effect.  We hereby,  ratify,  confirm and agree that the  Agreement,  as amended
hereby,  represents  a valid  and  enforceable  obligation  of ours,  and is not
subject to any claims, offsets or defense.

Section 5. Governing Law. This Amendment shall be governed by and interpreted in
accordance with the laws of the State of Arizona.

Section  6.  Counterparts.  This  Amendment  may be  executed  in any  number of
counterparts,  each  of  which  shall  be an  original  and all of  which  shall
constitute one agreement.

IN WITNESS  WHEREOF,  this  Amendment has been duly  executed by the  authorized
officers of the undersigned as of the day and year first above written.


                                        MICROAGE COMPUTER CENTERS, INC.

                                        By: /s/ James R. Daniel
                                           ----------------------------
                                        Title:  Treasurer
                                              -------------------------
                                                /s/ Alan Hald
                                        -------------------------------
                                                Secretary

                                        MICROAGE LOGISTICS SERVICES, INC.

                                        By: /s/ James R. Daniel
                                           ----------------------------
                                        Title:  Treasurer
                                              -------------------------
                                                /s/ Alan Hald
                                        -------------------------------
                                                Secretary


                                        Accepted and Agreed:

                                        IBM CREDIT CORPORATION

                                        By: /s/ Ronald J. Bachner
                                           ----------------------------
                                        Title: Manager Global Strategic 
                                               ------------------------
                                               Account Marketing
                                               -----------------