June 25, 1999

Mr. Jeffrey Mckeever
MicroAge Computer Centers, Inc
2400 South MicroAge Way

Tempe, AZ 85282

Re: Revised  Authorization  Requirements  Applicable to Build-To-Order  Business
    Systems  Products Under COMPAQ COMPUTER  CORPORATION  UNITED STATES RESELLER
    AGREEMENT,  dated June 1, 1995,  (the "Reseller  Agreement")  between Compaq
    Computer Corporation and MicroAge Computer Centers, Inc.

Dear Mr. Mckeever:

As you know,  Compaq Computer  Corporation  announced the  Distributor  Alliance
Program May 10, 1999, naming Inacom, Ingram Micro, Marisal, and Tech Data as the
four  participants.  These  Distributor  Alliance  Partners will  distribute the
Compaq  Build-to-Order  (BTO) Business Systems Products to all Compaq Authorized
Channels and Resellers in the United States.  Business  Systems Products include
all Intel-based systems, StorageWorks Business Systems Products,  Alpha-based NT
Servers  and all  Network  Access  Communications  Products.  Compaq  will allow
MicroAge to purchase StorageWorks Business Systems Products directly from Compaq
through  December 31, 1999. This exciting program was designed to provide a more
efficient  method  of  distributing  Compaq  BTO  Business  Systems  Product  to
Channels, resellers and customers alike.

Although  your  authorization  to  purchase  BTO  Business  Systems  Products is
changing,  MicroAge  Computer  Centers,  Inc.  remains a valued  Compaq  Channel
Partner. In addition to continuing  authorization to resell BTO Business Systems
Products, you may continue to purchase Configure-to-Order (CTO) Business Systems
Products  directly  from  Compaq.  Terms  and  conditions  CTO  Products  remain
unchanged.

Here are the key changes that will be effective October 1, 1999:

o   Compaq will no longer accept orders from MicroAge Computer Centers, Inc. for
    Build-to-Order  Business  Systems  Products with the exception  StorageWorks
    Business  Systems  Product.  All other BTO Business  System Products must be
    purchased from a Compaq Distributor Alliance Partner.

o   The attached  Authorization  Requirements  applicable to all Compaq Products
    shall replace the Authorized US1 Reseller Program  Requirements  attached to
    your Reseller Agreement.

o   MicroAge  Computer  Centers,  Inc.  will be eligible to  participate  in the
    following channel programs:

    o   Market Development Funds (MDF) of 0.3% for Business Systems Products and
        3% for NAC Products.  MDF earnings  will be calculated  based on Channel
        Sales-Out.

    o   Pass-Through  Price  Protection  of 3 days for Prosignia  PCs,  Deskpro,
        Armada,  and PC Options and 7 days for Prosignia  and Prollant  Servers,
        Alpha NT only Servers, NT Personal Workstations, and Server Options.

    o   Channel Goal Attainment

<PAGE>

    o   Indirect Flooring

        MicroAge  Computer  Centers,  Inc. may elect to either receive  indirect
        Flooring for  purchases of Compaq  Products  from  Distributor  Alliance
        Partners OR pass-thru  Indirect Flooring to Compaq Authorized  Resellers
        that purchase Compaq Products form MicroAge Computer Centers,  Inc. This
        election will remain in effect August 1, 1999 through December 31, 1999.
        MicroAge Computer Centers, Inc. will be given the option to re-elect for
        the period of January 1, 2000  through  June 30,  2000 and again for the
        period of July 1, 2000  through  December 31,  2000.  MicroAge  Computer
        Centers,  Inc.  must submit  election  covering the period of August 1 -
        December  31,  1999 no later  than  July 15,  1999.  Please  submit  the
        enclosed Indirect Flooring Election Form to:

                                 Compaq Computer Corporation
                                 Attention:  Fay Watson - MS580502
                                   20555 SH249

                                Houston, TX 77070

o   MicroAge Computer Centers, Inc. will no longer be eligible to participate in
    the following programs as they relate to Compaq Business Systems products:

    o   Product Returns

        BTO  Business  Systems  Products  purchased  from Compaq in 3Q'99 may be
        returned to Compaq  through  December  31,  1999.  There is no change to
        current  returns limits for product  purchased from Compaq.  Compaq will
        not accept  returns for products  purchased  from  Distributor  Alliance
        Partners.

    o   Price Protection

        MicroAge Computer Centers,  Inc. will no longer receive Price Protection
        terms of 3 weeks for  Deskpro,  Armada,  and PC Options  and 5 weeks for
        Proliant Servers, Alpha NT only Servers, NT Personal  Workstations,  and
        Server Options.

    o   Direct Flooring

    o   DOA Testing Incentive

        MicroAge Computer  Centers,  Inc. will not be eligible to participate in
        the DOA Testing Program after December 31, 1999.

Since its  inception.  Compaq has led the channel  through  mutually  beneficial
changes -- changes that ultimately created stronger relationships between Compaq
and the  channel.  In doing so, we have  collectively  been focused on providing
customers  with the best  product  selection  at the best prices  using the best
purchasing and delivery  mechanisms.  The Distributor Alliance Program is a bold
new  step  to  better  allow  us to  do  this  by  maximizing  Compaq's  channel
efficiencies  while  providing  extensive  benefits for partners,  resellers and
customers.

Sincerely,

Compaq Computer Corporation

J. Michael Pocock, Vice President
North America Channel Sales

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