EIGHTH AMENDMENT TO THE
                                 MICROAGE, INC.
                             RETIREMENT SAVINGS AND
                     EMPLOYEE STOCK OWNERSHIP PLAN AND TRUST



                  The  MicroAge,  Inc.  Retirement  Savings and  Employee  Stock
Ownership  Plan and Trust (the  "Plan"),  as amended and  restated by a document
effective as of January 1, 1995 and as amended by the First  Amendment dated May
10, 1995, the Second  Amendment  dated March 14, 1996, the Third Amendment dated
November  4, 1996,  the  Fourth  Amendment  dated  December  4, 1996,  the Fifth
Amendment  dated January 31, 1997, the Sixth  Amendment dated August 1, 1997 and
the Seventh Amendment  effective  November 3, 1997, is hereby further amended as
follows:

         1. The changes made to the Plan by this Eighth  Amendment are effective
as of the date of its execution.

         2. This Eighth Amendment shall amend only the provisions of the Plan as
set forth herein,  and those  provisions  not expressly  amended hereby shall be
considered in full force and effect.

         3.  Section  3.01 of the Plan is hereby  amended  and  restated  in its
entirety to read as follows:

                  3.01     Eligibility to Participate.

                           (a) For  purposes  of making  Elective  Deferrals  in
         accordance  with Section 4.02 of the Plan, each Employee shall become a
         Participant  on the  later of May 1,  1998 or the first day of the Plan
         quarter  (the  first day of the Plan  Year,  i.e.,  November 3 in 1997,
         February 1, May 1, or August 1) coincident  with or next  following the
         later  of  the   Employee's   employment   commencement   date  or  his
         twenty-first birthday.

                            (b) For  purposes  of  receiving  Employer  Matching
         Contributions   pursuant   to  Section   4.03  of  the  Plan  and  ESOP
         Contributions  pursuant to Section 4.08 of the Plan,  each Employee who
         has attained at least  twenty-one  (21) years of age, and has completed
         at least one (1) Year of  Service  with the  Employer,  shall  become a
         Participant  on the first day of the Plan quarter (the first day of the
         Plan Year, i.e., November 3 in 1997, February 1,
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         May 1, or August 1) coincident with or next following the date on which
         the Employee  completes  all of the  eligibility  requirements  of this
         subsection (b).

                           (c) Any Employee who was a  participant  in the Prior
         Plan on the day before the Effective  Date of this Plan shall  continue
         as a Participant in the Plan.

                           (d) For purposes of eligibility  under subsection (b)
         above,  the term "Year of Service" shall mean a twelve (12) consecutive
         month period  during which an Employee  completes at least one thousand
         (1,000) Hours of Service, measured from the date the Employee completes
         his first Hour of  Service.  The Plan shall  measure the second and any
         subsequent twelve (12) month period from the first day of the Plan Year
         in which the first  anniversary of the Employee's first Hour of Service
         occurs,  regardless  of whether the Employee is entitled to be credited
         with  One  Thousand   (1,000)  Hours  of  Service  during  the  initial
         eligibility  computation  period.  An Employee who is credited with One
         Thousand  (1,000)  Hours of  Service  in both the  initial  eligibility
         computation period and the first Plan Year which commences prior to the
         first  anniversary of the Employee's  initial  eligibility  computation
         period will be credited  with two (2) Years of Service for  purposes of
         eligibility.  For purposes of determining  eligibility under subsection
         (b) above, all service with the Employer shall be counted.

                           (e)  Notwithstanding  any  provision  of this Section
         3.01 to the  contrary,  if an  Employee  was  employed  by an  Acquired
         Company  and was  deferring  compensation  pursuant  to a Code  Section
         401(k) cash or deferred  arrangement  sponsored by the Acquired Company
         immediately  prior  to the  effective  date of the  acquisition  of the
         Acquired Company,  such Employee shall become a Participant in the Plan
         for all purposes on the first day of the Plan quarter  coincident  with
         or next following the effective date of said acquisition, regardless of
         whether the Employee is twenty-one  (21) years of age and has completed
         one (1) Year of Service; provided,  however, that said Employee is then
         employed by an Employer that has adopted this Plan.

         To signify its adoption of this Eighth  Amendment,  MicroAge,  Inc. has
caused this Eighth  Amendment to be executed by its duly  authorized  officer on
this 2nd day of April, 1998.

                                          MICROAGE, INC.

                                          By:    /s/ Jeffrey D. McKeever
                                                 -------------------------------
                                                 Jeffrey D. McKeever
                                                 Chairman of the Board and
                                                 Chief Executive Officer
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