AMENDMENT #3 TO
                        AGREEMENT FOR WHOLESALE FINANCING
                              (Security Agreement)


This Amendment #3 to the Agreement for Wholesale Financing (this "Amendment") is
made as of March 13, 1998 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

         MCCI,  MLS 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").

         The parties 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 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. Paragraph 8 of the Agreement is hereby amended by deleting the fifth
sentence therein, and substituting in lieu thereof, the following sentence:

         "We also agree that such insurance policy shall include a lender's loss
payable  endorsement or mortgagee  clause in form and substance  satisfactory to
you designating  that any loss payable  thereunder with respect to such Products
shall be payable to you."

         B. Paragraph  13(b) of the Agreement is hereby amended by deleting such
Paragraph  13(b) in its  entirety  and  substituting,  in lieu of  thereof,  the
following Paragraph 13(b):

         "(b)  {Deleted - space reserved to preserve overall
numbering scheme}"
<PAGE>
         C. Paragraph  13(c) of the Agreement is hereby amended by deleting such
Paragraph  13(c) in its  entirety  and  substituting,  in lieu of  thereof,  the
following Paragraph 13(c):

         "(c)  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
executed  with Deutche  Financial  Services  (DFS) of all Sold  Receivables  (as
defined in the Purchase Agreement executed with DFS) which we and our affiliates
have elected to receive if we and our affiliates have received any or all of the
amount due prior to Collections (as defined in the Purchase  Agreement  executed
with DFS) of such Sold  Receivables  by DFS  pursuant  to Section  2.1.B of such
Purchase  Agreement,  to (ii)  Tangible  Net Worth of less than six and one half
(6.5) to one (1.0) (the "Leverage Ratio")."

         D. Paragraph  13(d) of the Agreement is hereby amended by deleting such
Paragraph  13(d) in its  entirety  and  substituting,  in lieu of  thereof,  the
following Paragraph 13(d):

         "(d)  The  Consolidated  Group  shall  at  all  times  maintain,  on  a
consolidated  basis,  a ratio of (i) the sum of (A) current  assets plus (B) the
Outstanding  Balance  of all Sold  Receivables  to (ii)  the sum of (C)  current
liabilities  plus  (D)  that  portion  of the  Outstanding  Balance  of all Sold
Receivables  which we and our  affiliates  have elected to receive if we and our
affiliates  have  received any and all of the amount due prior to  Collection of
such Sold  Receivables by you pursuant to the third sentence of Section 2.1.B of
the Purchase Agreement, of not less than one (1.0) to one (1.0)."

         E. Paragraph 15 (b) (2) of the Agreement is hereby amended by inserting
therein   immediately   following  the  word  "consultants"  the  words  ",  any
participant  of or any party or parties you may enter into  discussions  with to
assign or  participate  a  portion  of your  interests  in  connection  with any
obligations owed by us, including 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,"

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.
<PAGE>
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.

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.             MICROAGE LOGISTICS SERVICES, INC.

By: /s/ James R. Daniel                     By: /s/ James R. Daniel
   ---------------------------                 ----------------------------
Title:  Treasurer                           Title:  Treasurer
      ------------------------                    -------------------------
    /s/ James H. Domaz                          /s/ James H. Domaz
------------------------------              -------------------------------
        Asst. Secretary                             Asst. Secretary


Accepted and Agreed:

IBM CREDIT CORPORATION

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