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 31st day of March, 1997.

         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):

         1. The  definition of  "Supplemental  Inventory  Limit" as set forth in
         Section  1 of the AWF is  hereby  amended  to mean  One  Hundred  Fifty
         Million Dollars ($150,000,000.00).

         2. The definition of "Aggregate A/R and  Supplemental  Inventory Limit"
         as set forth in  Section 1 of the AWF is  hereby  amended  to mean Five
         Hundred Million Dollars ($500,000,000.00).

         3.  Section  10(c) of the AWF is hereby  amended  and  restated  in its
         entirety to read as follows:

                  "(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) of all Sold Receivables
                  (as  defined  in the  Purchase  Agreement)  which MCCI and its
                  affiliates  have elected to receive if MCCI and its affiliates
                  have received any or all of the amount due prior to Collection
                  (as  defined  in  the   Purchase   Agreement)   of  such  Sold
                  Receivables  by DFS) pursuant to the third sentence of Section
                  2.1.B of the Purchase  Agreement,  to (ii) Tangible Net Worth,
                  of less than 6.5 to 1 (the 'Leverage Ratio')."

         4. The reference to Two Hundred  Million Dollars  ($200,000,000.00)  at
         the end of the  second to last  sentence  of  Section  21 of the AWF is
         hereby amended to mean Three Hundred Million Dollars ($300,000,000.00).

         5. Except as expressly  modified or amended herein, all other terms and
         provisions  of  the  AWF,   including  without  limitation  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.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        MICROAGE LOGISTICS SERVICES, INC.

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------

                                        DEUTSCHE FINANCIAL SERVICES CORPORATION

                                        By:
                                           ----------------------------
                                        Title:
                                              -------------------------
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