AGREEMENT AND GENERAL RELEASE

     This Agreement and General  Release  (hereinafter  "Agreement")  is entered
into this 15th day of  February,  2000,  in the  County  of  Maricopa,  State of
Arizona, between MicroAge, Inc., a Delaware corporation ("MicroAge"),  and James
R. Daniel ("Executive").

                                    RECITALS

     WHEREAS,  Executive is currently  serving as the Executive Vice  President,
Chief Financial Officer, and Treasurer of MicroAge;

     WHEREFORE,  the parties  have agreed  that it is in their  respective  best
interests to amicably  resolve all matters  relative to  Executive's  employment
with  MicroAge and  separation  therefrom  pursuant to the  following  terms and
conditions:

                                       I.

     MicroAge  covenants  and agrees to  provide  Executive  with the  severance
benefits  specified  in  Paragraphs  1-9  on  Exhibit  A  attached  hereto  (the
"Severance  Benefits") and the additional benefits specified in Paragraphs 10-11
on Exhibit A attached hereto (the "Additional  Benefits").  Executive  covenants
and  agrees to  execute  the  resignation  letter  attached  hereto as Exhibit B
resigning  from his  position as an officer  and/or  director  of the  companies
listed on such  exhibit.  The parties  acknowledge  and agree that the Severance
Benefits  provided to Executive as set forth on Exhibit A are provided  pursuant
to Section 4.2 of the Amended and  Restated  Employment  Agreement,  dated as of
November  4, 1996,  by and  between  MicroAge  and  Executive  (the  "Employment
Agreement").  The parties agree that  MicroAge  will not provide the  Additional
Benefits hereunder until Executive signs and returns the  "Non-Revocation"  form
attached hereto as Exhibit C.

     Executive's  separation  from employment with MicroAge will be effective as
of February 15, 2000 (the "Separation Date").

     It is  expressly  understood  and agreed  that,  other  than the  severance
benefits  being  provided  to  Executive  pursuant  to this  Agreement,  neither
MicroAge nor any of its  affiliates  is otherwise  indebted to Executive for any
other damages, wages, benefits, or reimbursements.

                                       II.

     In exchange for the promises set forth in Paragraph I above, Executive does
hereby forever release,  discharge,  cancel,  waive, and acquit, for himself and
for  his  marital  community,  heirs,  executors,  administrators  and  assigns,
MicroAge and any and all of its  affiliates,  subsidiaries,  corporate  parents,
agents,  directors,  officers,  owners,  employees,  attorneys,  successors  and
assigns,  of and from any and all  rights,  claims,  demands,  causes of action,
obligations,  damages,  penalties,  fees, costs,  expenses, and liability of any
nature whatsoever which Executive has, had or may hereafter have against them or
any of them,  arising  out of,  or by  reason  of any  cause,  matter,  or thing
whatsoever existing as of the date of execution of this Agreement, WHETHER KNOWN
TO THE PARTIES AT THE TIME OF EXECUTION

<PAGE>

OF THIS  AGREEMENT  OR NOT.  This FULL  WAIVER OF ALL CLAIMS  includes,  without
limitation,  attorney's fees, any claims,  demands,  or causes of action arising
out  of,  or  relating  in any  manner  whatsoever  to,  the  employment  and/or
termination  of the  employment of  Executive,  such as, BUT NOT LIMITED TO, any
charge, claim, lawsuit or other proceeding arising under the Civil Rights Act of
1866,  1964, Title VII as amended by the Civil Rights Act of 1991, the Americans
with  Disabilities  Act, the Age  Discrimination  in Employment Act (ADEA),  the
Labor Management Relations Act, the Employee Retirement Income Security Act, the
Consolidated  Omnibus Budget  Reconciliation  Act, the Fair Labor Standards Act,
the  Arizona  Civil  Rights  Act,  the  Worker  Adjustment  and  Retraining  and
Notification Act, Workman's Compensation Claims, or any other federal, state, or
local  statute.  Executive  further  covenants and agrees not to institute,  nor
cause to be  instituted,  any legal  proceeding,  including  filing any claim or
complaint  with any government  agency  alleging any violations of law or public
policy,  against  MicroAge and/or any and all of its  affiliates,  subsidiaries,
corporate parents, agents, officers,  owners, employees,  successors and assigns
premised  upon  any  legal  theory  or  claim   whatsoever,   including  without
limitation,  contract, tort, wrongful discharge,  personal injury,  interference
with contract, defamation,  negligence, infliction of emotional distress, fraud,
or deceit,  except to enforce the terms of this Agreement.  Notwithstanding  the
foregoing,  neither the Company nor Executive  intends that Executive  waive his
indemnification  and other rights under Article IX of the Company's  Amended and
Restated Certificate of Incorporation.

                                      III.

     The  parties  and  their  respective  attorneys  agree  to hold  in  strict
confidence the terms and conditions of this Agreement.  The parties covenant and
agree that neither they nor their attorneys will, either directly or through any
other person, agent or representative,  discuss publicly or privately the nature
or content of this Agreement with any non-party to this Agreement,  except as to
either party's  accountants,  any state tax  department or the federal  Internal
Revenue  Service,  or any other  state or  federal  official  in  response  to a
legitimate inquiry.

                                       IV.

     Executive,  by his  execution of this  Agreement,  avows that the following
statements are true:

     A. That he has been given the  opportunity and has in fact read this entire
Agreement, that it is in plain language, and has had all questions regarding its
meaning answered to his satisfaction;

     B. That he has been advised to seek  independent  advice and/or  counsel of
his choosing and that he has been given the full opportunity to seek such advice
and/or counsel;

     C. That he fully understands the contents of this Agreement and understands
that it is a FULL WAIVER OF ALL CLAIMS, including arbitration claims and awards,
including  any  rights  under the ADEA and as to ADEA  claims is not a waiver of
future claims;

     D. That this FULL  WAIVER  OF ALL  CLAIMS is given in return  for  valuable
consideration, as provided under the terms of this Agreement;

                                        2

<PAGE>

     E. That he enters into this Agreement knowingly and voluntarily in exchange
for the promises referenced in this Agreement and that no other  representations
have been made to him to induce or influence  his  execution of this  Agreement.
Executive has been given at least  twenty-one (21) days within which to consider
this Agreement  before signing and seven (7) days following his execution of the
Agreement to revoke this Agreement.  The Agreement shall not become effective or
enforceable until the foregoing  revocation period has expired and Executive has
signed and returned the "Non-Revocation" form attached hereto as Exhibit C; and

     F. That he  understands  his  continuing  obligations  under the Employment
Agreement,  including  but not limited to his  obligations  (a) to maintain  the
confidentiality   of  Confidential   Information  (ss.  5.1  of  the  Employment
Agreement),  and  (b) not to  compete  with  MicroAge  or its  affiliates  for a
twenty-four month period (ss. 5.9 of the Employment Agreement). Without limiting
the  generality  of   Executive's   non-competition   obligations,   during  the
Non-Competition   Period  (as  defined  in  Section  5.9(a)  of  the  Employment
Agreement)  Executive  agrees that Executive will not, within the United States,
act  as  an  agent,  representative,   consultant,  officer,  director,  member,
independent contractor, or employee of Arrow Electronics, Inc.; Avnet, Inc.; CHS
Electronics, Inc.; Compaq Computer Corporation; CompuCom Systems, Inc.; CompUSA,
Inc.; Dell Computer;  En Pointe Technologies,  Inc.; Entex Information Services;
GE Capital;  Hewlett-Packard;  Ikon Office Solutions,  Inc.; Inacom Corp; Ingram
Micro, Inc.; Insight Enterprises Inc.; Integrated Information Systems;  Merisel,
Inc.; Pomeroy Computer  Resources,  Inc.; Sarcom;  Tech Data Corporation;  Xerox
Connect; or any Affiliates or successors of the foregoing.

                                       V.

     The parties confirm their continuing  obligations under Section 5.10 of the
Employment Agreement, which provides as follows:

     During the term of this Agreement and the Non-Competition  Period,  neither
     the  Executive nor the Company will  disparage the other,  and neither will
     disclose to any third party the conditions of Executive's  employment  with
     the Company,  except as may be required (i) pursuant to  applicable  law or
     regulations,  including the rules and  regulations  of the  Securities  and
     Exchange Commission, (ii) to effectuate the provisions of employee plans or
     programs and insurance policies, or (iii) as may be otherwise  contemplated
     herein or unless such information  becomes publicly available without fault
     of the party making such disclosure.

                                       VI.

     For a period of twelve (12) months following the Separation Date, Executive
agrees to assist MicroAge and make himself  reasonably  available to MicroAge in
connection with ongoing or new litigation or other proceedings to which MicroAge
or any of its affiliates is, or may become,  a party and for which Executive may
have  information or knowledge  relevant to any such  litigation or proceedings.
MicroAge agrees to promptly  reimburse  Executive for all reasonable  travel and
other expenses  incurred by Executive in performing his  obligations  under this
Article VI.

                                        3

<PAGE>

                                      VII.

     This Agreement  shall be governed in all respects,  whether as to validity,
construction,  capacity,  performance, or otherwise, by the laws of the State of
Arizona,  and no action  involving  this  Agreement may be brought except in the
Superior  Court for the State of Arizona or the Federal  District  Court for the
District of Arizona.

                                      VIII.

     If any provision of this Agreement or the application thereof is held to be
invalid,  void, or unenforceable for whatever reason,  the remaining  provisions
not so declared  shall  nevertheless  continue in full force and effect  without
being impaired in any manner whatsoever.

                                       IX.

     This  Agreement  constitutes  the sole and  entire  Agreement  between  the
parties hereto,  and supersedes any and all  understandings  and agreements made
prior  hereto,  other than the  Employment  Agreement.  There are no  collateral
understandings, representations, or agreements other than those contained herein
or in the Employment  Agreement.  It is understood and agreed that the execution
of this  Agreement  by MicroAge is not an  admission of liability on its part to
Executive,  but is an agreement to put to rest any claim of any kind  whatsoever
relating to the employment  relationship  or otherwise,  except that the parties
may enforce their respective rights under the Employment Agreement to the extent
they are not inconsistent with this Agreement.

     IN WITNESS WHEREOF,  the undersigned  parties have signed this Agreement on
the date indicated herein.

                   [BALANCE OF PAGE INTENTIONALLY LEFT BLANK]

                                        4

<PAGE>

                CAUTION! THIS IS A RELEASE! READ BEFORE SIGNING!
                ------------------------------------------------


MICROAGE, INC.

By: /s/ Jeffrey D. McKeever

    -------------------------------------------------------

Its:     Chairman of the Board and Chief Executive Officer

Date:    February 24, 2000


James R. Daniel

/s/ James R. Daniel

----------------------------------------------------------

Date:    February 24, 2000





                                        5

<PAGE>

                                  VERIFICATION

STATE OF ARIZONA        )
                        ) ss.
County of Maricopa      )


     On this 24th day of  February,  2000,  before  me, the  undersigned  Notary
Public,  personally appeared James R. Daniel, known to me to be the person whose
name is subscribed to the within  instrument,  and acknowledged that he executed
the same for the purpose therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                  /s/ Barbara L. Baker
                                  ----------------------------------------------
                                  Notary Public

My Commission Expires August 23, 2000



                                        6

<PAGE>

                                    Exhibit A

                                    ---------

                               Severance Benefits

     1. Section 4.2 Payments.  MicroAge and Executive acknowledge that Executive
is entitled to the following  payments pursuant to Section 4.2 of the Employment
Agreement (all capitalized terms have the meanings ascribed to such terms in the
Employment Agreement):

          A.  Accrued  Base  Salary  (Section  4.2(a)):  Executive  acknowledges
receipt of all Base Salary Payments through the Separation Date.

          B. Accrued Vacation Payment (Section 4.2(b)): see Paragraph 2 below.

          C. Accrued  Reimbursable  Expenses (Section  4.2(c)):  see Paragraph 3
below.

          D. Accrued Benefits (Section 4.2(d)): See Paragraphs 4-5 below.

          E. Accrued Annual Fixed Cash Bonus and Annual Incentive Bonus (Section
4.2(e)): not applicable.

          F.  Exercise  of Vested  Options  and  Warrants  (Section  2(f)):  see
Paragraph 8 below.

     2. Accrued Vacation Days. As of February 15, 2000,  Executive had 189 hours
of unused accrued hours, or 23.625 days (the "Accrued Vacation Days").  MicroAge
will  reimburse  Executive  for such unused  accrued  vacation days in an amount
equal to  Executive's  current  annual  base  salary  less  his 1999 MEP  waiver
($255,000)  multiplied  by a fraction,  the  numerator of which is the number of
unused accrued  vacation days (23.625),  and the denominator of which is 260. On
or  promptly  following  the  Separation  Date,   MicroAge  will  pay  Executive
$23,170.65 for these accrued unused vacation days.

     3.  Reimbursable  Expenses.  MicroAge  will,  in  accordance  with standard
policies,  reimburse  Executive  for all  reasonable  travel and other  expenses
incurred  by  Executive   prior  to  the  Separation   Date  and  submitted  for
reimbursement on or before March 15, 2000.

     4. Medical and Dental Plans. As of the Separation Date, MicroAge will cease
making  contributions  to the monthly  premiums it made while  Executive  was an
active  MicroAge  associate.  Executive's  monthly  premiums  are  paid  through
February 29,  2000.  Executive  will be entitled to 18 months of COBRA  coverage
(through  August 31, 2001) (the "COBRA  Period").  Executive will be required to
pay the full COBRA premium in order to continue  medical and/or dental  benefits
during the COBRA  Period.  Any  questions  regarding  COBRA  coverage  should be
directed to Tom Bock at 480-366-2527 or Tonya Fischer at 480-366-2661.

                                        7

<PAGE>

     5. 401(k) Plan and Supplemental Savings Plan. Executive participates in the
MicroAge  Retirement Savings Plan (the "401(k) Plan") and the MicroAge Executive
Supplemental  Savings Plan (the  "ESSP").  Executive  has  received  information
regarding  his  options  under  the  401(k)  Plan and the  ESSP.  Any  questions
regarding  the  401(k)  Plan or the  ESSP  should  be  directed  to Tom  Bock at
480-366-2527 or Vanessa Miller at  480-366-2287.  As of the Separation  Date, no
additional contributions will be made to the 401(k) Plan or the ESSP.

     6. Split-Dollar Insurance Agreement.  Executive and MicroAge entered into a
Split-Dollar   Insurance   Agreement,   dated  as  of  September  1,  1995  (the
"Split-Dollar Agreement").  MicroAge has paid the premium payments on the Policy
(as such term is defined in the Split-Dollar Agreement) through August 24, 2000.
By March 15, 2000,  Executive may elect to retain the Policy by paying  MicroAge
an amount equal to MicroAge's security interest in the Policy ($106,273.77).  If
Executive does not elect to retain the Policy,  MicroAge's obligations under the
Split-Dollar  Agreement will terminate and Executive will transfer the Policy to
MicroAge  pursuant to the Policy Change of Ownership  attached hereto as Exhibit
D.  Executive  agrees to sign  Exhibit D at the same time  Executive  signs this
Agreement.  MicroAge  will not cause the Policy to be  transferred  to  MicroAge
unless  Executive has not paid  MicroAge the security  interest in the Policy by
March 16, 2000.

     7.  Disability  Insurance.  Executive  currently has  disability  insurance
pursuant  to  separate  policies:  (1) the UNUM  Disability  Policy  (the  "UNUM
Policy") and (2) the Paul Revere  Individual  Disability Policy (the "Individual
Policy").  The UNUM Policy will  terminate  as of April 1, 2000.  MicroAge  will
cause the  Individual  Policy to remain in full force and effect until  December
22, 2000.  After December 22, 2000,  Executive will be responsible  for the full
premium payments if Executive  wishes to continue  coverage under the Individual
Policy.  If Executive elects to continue  coverage under the Individual  Policy,
Executive  should  contact  Ellen  Steele-Allare  (602-955-7370)  on  or  before
December 1, 2000.

     8. Stock Options  (Non-MEP).  During Executive's  employment  Executive was
granted the following stock options:

                  A. Pursuant to the 1994 Stock Option Plan Grant Letter,  dated
         as of  December  13,  1995 (the "1994  Grant  Letter"),  Executive  was
         granted the option to purchase a total of 10,000 shares of Common Stock
         at an exercise  price of $8.75 per share.  Pursuant to the terms of the
         1994 Grant  Letter,  on or before the  Separation  Date,  Executive  is
         entitled to purchase up to 8,000  shares of Common Stock at an exercise
         price of $8.75  per  share.  In  accordance  with the terms of the 1994
         Grant Letter,  all options  thereunder will terminate on the Separation
         Date.

                  B. Pursuant to the 1994  Long-Term  Incentive  Plan  Incentive
         Stock Option Award (the "1994 Incentive Award"), dated December 4, 1996
         Executive  was granted the option to purchase a total of 10,000  shares
         of Common Stock at an exercise  price of $24.00 per share.  Pursuant to
         the terms of the 1994  Incentive  Award,  on or before  the  Separation
         Date,  Executive  is entitled to purchase up to 6,000  shares of Common
         Stock

                                        8

<PAGE>

         at an exercise price of $24.00 per share.  In accordance with the terms
         of the 1994 Incentive Award,  all options  thereunder will terminate on
         the Separation Date.

                  C.  Pursuant  to the 1997  Long-Term  Incentive  Stock  Option
         Award,  dated April 2, 1998 (the "April 1998  Letter"),  Executive  was
         granted the option to purchase a total of 10,000 shares of Common Stock
         at an exercise price of $14.375 per share. Pursuant to the terms of the
         April 1998  Letter,  on or before the  Separation  Date,  Executive  is
         entitled to purchase up to 2,000  shares of Common Stock at an exercise
         price of $14.375 per share,  subject to certain stock price hurdles. In
         accordance  with the  terms  of the  April  1998  Letter,  all  options
         thereunder will terminate on the Separation Date.

                  D.  Pursuant  to the 1997  Long-Term  Incentive  Stock  Option
         Award,   dated  September  24,  1998  (the  "September  1998  Letter"),
         Executive  was granted the option to purchase  60,000  shares of Common
         Stock at an exercise  price of $13.25 per share.  Pursuant to the terms
         of the  September  1998  Letter,  on or  before  the  Separation  Date,
         Executive  is entitled to purchase up to 12,000  shares of Common Stock
         at an exercise price of $13.25 per share.  In accordance with the terms
         of the September 1998 Letter,  all options thereunder will terminate on
         the Separation Date.

                  E.  Pursuant  to the 1997  Long-Term  Incentive  Stock  Option
         Award,  dated January 28, 1999 (the "January 1999  Letter"),  Executive
         was granted  the option to purchase a total of 10,000  shares of Common
         Stock at an exercise  price of $16.56 per share.  Pursuant to the terms
         of the January 1999 Letter, on or before the Separation Date, Executive
         is  entitled  to  purchase  up to 2,000  shares of  Common  Stock at an
         exercise price of $16.56 per share. In accordance with the terms of the
         January  1999  Letter,  all options  thereunder  will  terminate on the
         Separation Date.

                  F.  Pursuant  to the 1997  Long-Term  Incentive  Stock  Option
         Award,  dated April 5, 1999 (the "April 1999  Letter"),  Executive  was
         granted an option to purchase a total of 50,000  shares of Common Stock
         at an exercise  price of $5.44 per share.  As of the  Separation  Date,
         Executive  is not  entitled  to exercise  any of the options  under the
         April  1999  Letter.  In  accordance  with the terms of the April  1999
         Letter, all options thereunder will terminate on the Separation Date.

     9. Management Equity Programs.

                  A.  Pursuant  to the  1994  Management  Equity  Program  Award
         Agreement,   dated   December  9,  1993,  as  amended  (the  "1994  MEP
         Agreement"),  Executive  received  104,698  options  as a result of his
         election  to  restructure  his  compensation  package by  reducing  his
         compensation.  In accordance  with the terms of the 1994 MEP Agreement,
         as of the Separation Date, Executive has obtained 104,698 options under
         the 1994 MEP  Agreement by reducing  his  compensation.  Following  the
         Separation Date, these options will continue to vest in accordance with
         the terms of the 1994 MEP Agreement.

                                        9

<PAGE>

                  B.  Pursuant  to the  1999  Management  Equity  Program  Award
         Agreement,  dated April 7, 1999 (the "1999 MEP  Agreement"),  Executive
         had the  right to  receive  up to  57,873  options  as a result  of his
         election to waive a portion of his salary during the period from May 1,
         1999 through May 1, 2000. In accordance  with the terms of the 1999 MEP
         Agreement,  on the  Separation  Date,  Executive  has  obtained  45,816
         options  under the 1994 MEP  Agreement  by  reducing  his  compensation
         ($67,291.73  waived through February 15, 2000 divided by $5.875 (common
         stock  closing  price on April 23, 1999)  multiplied by 4 (the leverage
         factor)). Following the Separation Date, these options will continue to
         vest in accordance with the terms of the 1999 MEP Agreement.

     10. Extension of Options.  Pursuant to a unanimous written consent dated as
of February 15, 2000, the Compensation Committee extended the exercise period of
all options that had vested as of the  Separation  Date, as described in Section
8, paragraphs A-E above, for twelve (12) months after the Separation Date.

     11.  Retention of Certain  Equipment.  Executive  may retain the  following
equipment  he was using during his  employment  with  MicroAge:  (a) the desktop
computer  located in Executive's  office;  (b) the desktop  computer  located in
Executive's  home;  (c) the laptop  computer used by Executive;  (d) the two (2)
cell phones used by Executive (one car phone and one mobile phone);  and (e) the
Palm Pilot used by Executive.  As of the Separation Date, MicroAge will transfer
the foregoing equipment and the related cellular phone accounts to Executive and
Executive will be responsible for maintaining such accounts.

                                       10

<PAGE>

                                    Exhibit B

                                    ---------

                                February 15, 2000

To the  Board  of  Directors  of each of the  corporations  attached  hereto  as
Schedule 1:

     I hereby resign my positions as an officer and/or director, as the case may
be, of MicroAge, Inc. and its subsidiaries and affiliates, including each of the
corporations attached hereto as Schedule 1, effective as of February 15, 2000.

                                            Sincerely,



                                            James R. Daniel



                                       11

<PAGE>

                                   Schedule 1

                                   ----------


COMPANY                                              POSITION

MicroAge, Inc.                                       Executive Vice President,
                                                     Chief Financial Officer,
                                                     and Treasurer
153000 Canada Limited                                Treasurer
Complete Distribution, Inc.                          Treasurer
ConnectWorks, Inc.                                   Treasurer
Contract PC, Inc.                                    Treasurer
ELERIS, Inc.                                         Treasurer
InterCom Marketing, Inc.                             Treasurer
InterPC DE BOLIVIA                                   Treasurer
InterPC DE COLOMBIA                                  Treasurer
InterPC DE ECUADOR                                   Treasurer
InterPC DE VENEZUELA                                 Treasurer
MaxSource, L.L.C.                                    Treasurer
MCCI Holding Company                                 Treasurer
MCSS, Inc.                                           Treasurer
MicroAge Administration, Inc.                        Treasurer
MicroAge Computer Centers, Inc.                      Treasurer
MicroAge Deutschland GmbH                            Director and Treasurer
MicroAge Europe Limited                              Treasurer
MicroAge Government, Inc.                            Treasurer
MicroAge Infosystems Services, Inc.                  Treasurer
MicroAge Infosystems Services Europe, Limited        Treasurer
MicroAge L&D L.L.C.                                  Treasurer
MicroAge of California, Inc.                         Treasurer
MicroAge Paymaster, Inc.                             Treasurer
MicroAge Technologies, Inc.                          Treasurer
MicroAge Technology Services, L.L.C.                 Treasurer
MicroAge Teleservices, L.L.C.                        Treasurer
MicroAge (UK) Limited                                Director and Treasurer
MicroAge Ventures, Inc.                              Treasurer
MTS Holding Company                                  Treasurer
PCClearance, Inc.                                    Treasurer
PriTech Solutions, Inc.                              Treasurer
Pinacor, Inc.                                        Treasurer
Pinacor Logistics Services, Inc.                     Treasurer
Quality Integration Services                         Treasurer


                                       12

<PAGE>

                                    Exhibit C

                                    ---------

                                 Non-Revocation

                        As of the Date Shown on This Form

     By  signing  below,  I hereby  verify  that I have  chosen not to revoke my
agreement to, and execution of, the Agreement and General Release.  My signature
confirms my renewed  agreement  to the terms of that  Agreement,  including  the
release  and waiver of any and all claims  relating  to my  employment  with the
Employer and its  successors,  assigns,  and  affiliated  companies,  and/or the
termination of that employment

/s/ James R. Daniel

----------------------------------------------------------------------
James R. Daniel*                    Date: March 8, 2000

*Do not sign,  date, or return this document until eight (8) days after you sign
the  Agreement  and General  Release.  The signed and dated  document  should be
returned to James H. Domaz,  MicroAge,  Inc.,  2400 South  MicroAge Way,  Tempe,
Arizona 85282-1896.


                                       13

<PAGE>

                                  VERIFICATION

STATE OF ARIZONA        )
                        ) ss.
County of Maricopa      )


     On this 8th day of March,  2000, before me, the undersigned  Notary Public,
personally appeared James R. Daniel,  known to me to be the person whose name is
subscribed to the within instrument,  and acknowledged that he executed the same
for the purpose therein contained.

     IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                            /s/ Barbara L. Baker
                                            ------------------------------------
                                            Notary Public

My Commission Expires August 23, 2000




                                       14

<PAGE>

                                    Exhibit D

                                    ---------

                          ((Policy Change of Ownership)



                                       15