FIRST AMENDMENT TO
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

     This  First  Amendment  (the  "AMENDMENT")  to  the  Amended  and  Restated
Employment Agreement (the "EMPLOYMENT AGREEMENT") by and between MICROAGE, INC.,
a Delaware corporation (the "COMPANY") and JEFFREY D. MCKEEVER (the "EXECUTIVE")
is made as of this 12th day of  January,  2000 by and  between  the  Company and
Executive.

                                   RECITALS:

     WHEREAS, the Company and Executive entered into the Employment Agreement on
November 4, 1996; and

     WHEREAS,   pursuant  to  Section  7.5  of  the  Employment  Agreement,  the
Employment Agreement may be amended only by a written document signed by each of
the parties thereto; and

     WHEREAS,  the Company granted to Executive the option to purchase 6% of the
outstanding common stock of Pinacor,  Inc., an indirect wholly-owned  subsidiary
of the Company  ("PINACOR"),  for the aggregate  purchase  price of Nine Million
Dollars  ($9,000,000),  all in  accordance  with the terms of the  Non-Qualified
Stock Option  Agreement  (Jeffrey D. McKeever)  effective as of May 2, 1998 (the
"PINACOR OPTION  AGREEMENT"),  which is attached to this Amendment as Attachment
A; and

     WHEREAS,  Executive  has  surrendered  all of his rights  under the Pinacor
Option  Agreement  by  delivering  notice  of  such  surrender  to  Mr.  William
Mallender,  Chairman of the Compensation Committee of the Board, a copy of which
is attached to this Amendment as Attachment B; and

     WHEREAS, the Company and Executive desire to amend the Employment Agreement
to pay Executive a bonus upon the  disposition of Pinacor as  consideration  for
Executive's surrender of all rights under his Option Agreement.

     NOW,  THEREFORE,  in consideration of the premises,  and for other valuable
consideration,  the  sufficiency of which is hereby  acknowledged by each of the
parties hereto, the parties hereby agree as follows:

                                  AGREEMENTS:

     1.  Section 2.2 of the  Employment  Agreement  (BONUS  PAYMENTS)  is hereby
amended by adding a new  paragraph  (c) to the end  thereof  which shall read as
follows:
<PAGE>
     (c) Executive  shall, in addition,  be entitled to a bonus payment upon the
Disposition (as defined in Section 7.1) of Pinacor, Inc., a Delaware corporation
("PINACOR") if the Disposition  occurs during  Executive's  period of employment
hereunder or within one year following his termination of employment for reasons
of death, Total Disability (as defined in Section 7.1) or Retirement (as defined
in Section 7.1). The bonus shall be payable in one lump sum within ten (10) days
following the Disposition.  The bonus shall equal Six Percent (6%) of the amount
by which the Disposition Price (as defined in Section 7.1) exceeds $150,000,000.

     2. Section 7.1 of the Employment Agreement  (DEFINITIONS) is hereby amended
by adding new  paragraphs  (yy),  (zz) and (aaa) to the end thereof  which shall
read as follows:

          (yy)  "DISPOSITION"  shall mean the sale or other  transfer  of all or
     substantially  all of the common stock or assets of Pinacor or MCCI Holding
     Company  to any  individual  or entity  other than an  "Affiliate",  or the
     merger,  consolidation  or other  combination  of Pinacor  or MCCI  Holding
     Company with any entity other than an  "Affiliate".  For this  purpose,  an
     "Affiliate"  is any  entity  that is part of the same  controlled  group of
     corporations as the Company within the meaning of Section 1563 of the Code.

          (zz) "DISPOSITION  PRICE" shall mean the aggregate value placed on the
     common stock or assets of Pinacor or MCCI Holding Company by the parties to
     the  Disposition  or, if the parties to the  Disposition  do not  expressly
     agree to an aggregate value, the Disposition  Price shall be the value that
     the  Compensation  Committee  of the Board  determines  to be the  inherent
     aggregate  value of the Pinacor or MCCI  Holding  Company  common  stock or
     assets for purposes of the Disposition.

          (aaa) "PINACOR" - as defined in Section 2.2(c).

     3. The  provisions of this Amendment  shall amend only those  provisions of
the Employment  Agreement  referred to herein and those provisions not expressly
amended hereby shall remain in full force and effect.

     4. The  modifications  made by this Amendment  shall be effective as of the
date of execution of this Amendment.

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<PAGE>
         IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly  executed  this
Amendment as of the date first above written.

COMPANY:                                EXECUTIVE:

MICROAGE, INC.                          /s/ Jeffrey D. McKeever
                                        ----------------------------------------
                                        Jeffrey D. McKeever
By: /s/ Jeffrey D. McKeever
    -------------------------------
Name:  Jeffrey D. McKeever
Title: Chairman of the Board and
       Chief Executive Officer

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