MICROAGE, INC.

                         1999 MANAGEMENT EQUITY PROGRAM

                                 AWARD AGREEMENT

                               ROBERT G. O'MALLEY


                                 April 23, 1999


Dear Bob:

         Pursuant to the action  taken by the Board of  Directors  of  MicroAge,
Inc. (the "COMPANY") and the  Compensation  Committee of the Board of Directors,
you are hereby offered  participation in the 1999 Management Equity Program (the
"1999 MEP") under the  MicroAge,  Inc.  Long-Term  Incentive  Plan (the "PLAN").
Under the 1999 MEP, you have the  opportunity to receive  options to restructure
your compensation package to some extent. Essentially, you may elect to purchase
shares of the common stock of the Company if you irrevocably  elect to waive all
or a portion of your base salary you may receive from May 1, 1999 through May 1,
2000 under the following terms and conditions.

BEFORE YOU ELECT TO PARTICIPATE IN THE 1999 MEP, READ THIS AWARD AGREEMENT.  YOU
WILL BE REQUIRED TO SIGN THIS AWARD AGREEMENT,  AND YOUR SIGNATURE WILL EVIDENCE
THAT YOU HAVE READ THIS AWARD AGREEMENT, UNDERSTAND IT, AND AGREE WITH ITS TERMS
AND CONDITIONS.

TO PARTICIPATE IN THE 1999 MEP, YOU MUST COMPLETE AND SIGN THIS AWARD  AGREEMENT
AND RETURN IT TO ALESIA MARTIN  (EXTENSION  65150) BY 12:00 P.M. NOON ON FRIDAY,
APRIL 23, 1999.

         1. EFFECTIVE DATE. The effective date of your participation in the 1999
MEP, and the grant date of your MEP options, is April 23, 1999.

         2. SALARY  WAIVER.  You hereby  elect to waive a portion of your salary
during the period from May 1, 1999 through May 1, 2000 (the "WAIVER  PERIOD") in
the following amount (the "WAIVER  AMOUNT"):  $48,000.  NOTE: the MINIMUM Waiver
Amount is $37,000  (10% of your  current  base  salary) and the  MAXIMUM  Waiver
Amount is $92,500 (25% of your current base salary).
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         3. NUMBER OF OPTIONS  GRANTED.  In exchange  for  electing to waive the
Waiver Amount  specified in Paragraph 2, above, you are hereby granted an option
to purchase  the number of shares of  MicroAge,  Inc.  Common  Stock  calculated
pursuant to the formula below (to be completed by MicroAge):

         (1) Waiver Amount:                                             $ 48,000

         (2) $48,000 (Waiver Amount)
             Multiplied by Four (4) (the "Leverage Factor"):            $192,000

         (3) Common Stock Closing Price on Effective Date
             (April 23, 1999) (the "Common Stock Price"):               $  5.875

         (4) Total Options Granted (2) / (3) (rounded up):                32,681


         4.  VESTING OF  OPTIONS.  Your  options  will vest in  one-third  (1/3)
increments beginning on May 1, 2000, and will be fully vested on May 1, 2002.

         5.  EXPIRATION  OF  OPTIONS.  Subject  to Section 6 and 7 of this Award
Agreement, your options will expire, unless sooner exercised, on April 23, 2009.

         6. TERMINATION OF EMPLOYMENT.

         DEATH.  Upon your death,  your  beneficiary will be entitled to receive
the number of options  determined by  multiplying  the sum of your  compensation
actually waived up to the date of your death by the Leverage Factor and dividing
the product by the Common Stock Price;  provided,  however,  that only the total
compensation waived by you up to the date of your death will be considered.  All
options  received  by your  beneficiary  will be fully  vested  and  immediately
exercisable.  Your  beneficiary  will  have up to one year from the date of your
death to exercise the options.  After that one year period,  the options will be
canceled.  UNDER NO  CIRCUMSTANCES  WILL YOU OR YOUR  BENEFICIARY BE ENTITLED TO
RECEIVE  CASH EQUAL TO ALL OR ANY  PORTION OF THE  COMPENSATION  YOU  ELECTED TO
WAIVE UNDER THE 1999 MEP.

         DISABILITY.  Upon your  termination of employment due to a "Disability"
(as that term is defined in the Plan) you will be entitled to receive the number
of options  determined  by  multiplying  the sum of your  compensation  actually
waived up to the date of your  termination  by the Leverage  Factor and dividing
the product by the Common Stock Price;  provided,  however,  that only the total
compensation  waived  by  you  up to  the  date  of  your  termination  will  be
considered.   All  options   received  will  be  fully  vested  and  immediately
exercisable.  You will  have up to one year  from  the  date of  termination  of
employment to exercise the options. After that one year period, the options will
be canceled.  UNDER NO CIRCUMSTANCES  WILL YOU BE ENTITLED TO RECEIVE CASH EQUAL
TO ALL OR ANY  PORTION OF THE  COMPENSATION  YOU ELECTED TO WAIVE UNDER THE 1999
MEP.

         VOLUNTARY  OR   INVOLUNTARY.   Upon  your   voluntary  or   involuntary
termination of employment, you will be entitled to receive the number of options
determined by multiplying the sum of your compensation actually waived up to the
date of your  termination by the Leverage Factor and dividing the product by the
Common Stock Price;  provided,  however, that only the total compensation waived
by you up to the date of  termination  of employment  will be  considered.  Your
options  will  continue  to vest  under the  above  vesting  schedule  as if you
continued to be employed by the Company and continued participating in the 1999

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MEP. UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECEIVE CASH EQUAL TO ALL OR
ANY PORTION OF THE COMPENSATION YOU ELECTED TO WAIVE UNDER THE 1999 MEP.

         7.  TERMINATION OF 1999 MEP. If the Committee  decides to terminate the
1999 MEP,  you will be  entitled  to receive a number of options  determined  by
multiplying the sum of your compensation  actually waived up to the date of your
termination by the Leverage  Factor and dividing the product by the Common Stock
Price;  provided,  however, that only the total compensation waived by you up to
the date of termination  will be considered.  All options received will be fully
vested and  immediately  exercisable.  You will have up to thirty  days from the
date of such termination to exercise the options.  After such thirty day period,
the options will be  canceled.  UNDER NO  CIRCUMSTANCES  WILL YOU BE ENTITLED TO
RECEIVE  CASH EQUAL TO ALL OR ANY  PORTION OF THE  COMPENSATION  YOU  ELECTED TO
WAIVE UNDER THE 1999 MEP.

         8.  CHANGE OF  CONTROL.  Upon a "Change  of  Control"  (as that term is
defined  in the Plan),  you will be  entitled  to receive  the number of options
determined by multiplying the sum of your compensation actually waived up to the
date of the Change of Control by the Leverage Factor and dividing the product by
the Common  Stock Price;  provided,  however,  that only the total  compensation
waived  by you up to the date of  Change  of  Control  will be  considered.  All
options  will be fully  vested and  immediately  exercisable.  In the event of a
dissolution or liquidation of the Company or a merger or  consolidation in which
the Company  would not be the  surviving or resulting  corporation,  you will be
entitled to receive the number of options  determined by multiplying  the sum of
your  compensation  actually  waived up to the date of exercise by the  Leverage
Factor and dividing the product by the Common  Stock Price;  provided,  however,
that only the total  compensation  waived by you up to the date of exercise will
be considered.  All options will be fully vested and exercisable (a) in the case
of a  dissolution  or  liquidation,  at  anytime  after the  Company's  Board of
Directors takes action authorizing the dissolution or liquidation of the Company
or (b) in the case of a merger or  consolidation  in which the Company would not
be  the  resulting  or  surviving   corporation,   upon  the  Company's   public
announcement   that  a  definitive   agreement   regarding   such  a  merger  or
consolidation has been reached.  UNDER NO CIRCUMSTANCES  WILL YOU BE ENTITLED TO
RECEIVE  CASH EQUAL TO ALL OR ANY  PORTION OF THE  COMPENSATION  YOU  ELECTED TO
WAIVE UNDER THE 1999 MEP.

         9.  COMPANY   INFORMATION.   By  signing  this  Award  Agreement,   you
acknowledge  that you have been given, or were offered,  a copy of the Company's
(i) Annual Report on Form 10-K for the fiscal year ended  November 1, 1998,  and
(ii) Quarterly Report on Form 10-Q for the fiscal quarter ended January 31, 1999
(the "SEC REPORTS"),  and that you were given an opportunity to ask questions of
any of the Company's  executive  officers regarding the SEC Reports or any other
matter regarding the Company.

         10. RISK OF INVESTMENT.  By signing this Award Agreement, you recognize
that your participation in the 1999 MEP is a speculative  investment in that the
success  or  failure  of your  investment  depends  on the  market  value of the
Company's  Common Stock over a several year period.  You further  recognize that
all or a portion of your investment  (i.e., your Waiver Amount) may be lost. You
also  acknowledge  that you were  given the  opportunity  to  consult  with your
personal advisor(s) regarding the 1999 MEP.

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         I hereby  elect to  participate  in the 1999 MEP  under  the  terms and
conditions set forth above and  acknowledge  that I have read and understood the
terms and conditions of the 1999 MEP.


SIGNATURE   /s/ Robert G. O'Malley
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DATE        April 23, 1999
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SSN
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ACCEPTED:

MICROAGE, INC.


BY
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ITS
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