NUMBER                                                                    SHARES
                                 MicroAge(R), Inc.

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE

                                                               CUSIP 594928 10 3
                                             SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT


IS THE OWNER OF

fully paid and  non-assessable  shares of COMMON STOCK, par value $.01 per share

of MICROAGE,  INC.  transferable  on the books of the  Corporation by the holder
hereof  in  person  or by  duly  authorized  attorney  upon  surrender  of  this
certificate   properly   endorsed.   This   certificate   is  not  valid  unless
countersigned by the Transfer Agent and registered by the Registrar.

  Witness the facsimile signatures of its duly authorized officers.

DATED

/s/ Jeffrey D. McKeever
CHAIRMAN OF THE BOARD

/s/
SECRETARY
                          COUNTERSIGNED AND REGISTERED
                                     AMERICAN STOCK TRANSFER & TRUST COMPANY
                                                    TRANSFER AGENT AND REGISTRAR
                          BY
                                                            AUTHORIZED SIGNATURE

                          AMERICAN BANK NOTE COMPANY.

     The  Corporation  will furnish  without charge to each  stockholder  who so
requests the powers,  designations,  preferences  and  relative,  participating,
optional,  or other special  rights of each class of stock or series thereof and
the  qualifications,  limitations or  restrictions  of such  preferences  and/or
rights.  Such  requests  shall  be made to the  Corporation's  Secretary  at the
principal office of the Corporation.

     This  certificate  also evidences and entitles the holder hereof to certain
rights as set forth in an Amended  and  Restated  Rights  Agreement  dated as of
September  28,  1994 (the  "Rights  Agreement"),  the terms of which are  hereby
incorporated herein by reference and a copy of which is on file at the principal
executive offices of MicroAge, Inc. Under certain circumstances, as set forth in
the Amended and  Restated  Rights  Agreement,  such Rights will be  evidenced by
separate  certificates  and will no longer  be  evidenced  by this  certificate.
MicroAge, Inc. will mail to the holder of this certificate a copy of the Amended
and restated Rights Agreement  without charge after receipt of a written request
therefor. Under certain circumstances,  as set forth in the Amended and Restated
Rights  Agreement,  Rights issued to any Person who becomes an Acquiring  Person
(as defined in the Amended and Restated  Rights  Agreement)  may become null and
void.

     KEEP THIS CERTIFICATE IN A SAFE PLACE, IF IT IS LOST,  STOLEN, OR DESTROYED
THE CORPORATION  WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE
OF A REPLACEMENT CERTIFICATE.

     The following  abbreviations,  when used in the  inscription on the face of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws and regulations:

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right
          of survivorship and not as
          tenants in common

                         UNIF GIFT MIN ACT-         Custodian
                                           ---------          -----------
                                             (Cust)             (Minor)
                                           under Uniform Gifts to Minors
                                           Act
                                              ---------------------------
                                                       (State)
                         UNIF TRF MIN ACT-          Custodian (until age       )
                                          ----------                    -------
                                            (Cust)
                                                        under Uniform Transfers
                                          --------------
                                              (Minor)
                                          to Minors Act
                                                       -------------------------
                                                               (State)

    Additional abbreviations may also be used though not in the above list.

FOR VALUE RECEIVED,                       hereby sell, assign and transfer unto.
                   -----------------------
PLEASE INSERT SOCIAL SECURITY OR OTHER
   IDENTIFYING NUMBER OF ASSIGNEE

------------------------------
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 (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

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                                                                          Shares
--------------------------------------------------------------------------
of  capital  stock  represented  by  the  within  Certificate,   and  do  hereby
irrevocably constitute and appoint
                                                                        Attorney
------------------------------------------------------------------------
to transfer  the said stock on the books of the within  named  Corporation  with
full power of substitution in the premises.

Dated
     ----------------------------------

               X
                ----------------------------------------------------------------
               X
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               THE  SIGNATURE(S)  TO THIS  ASSIGNMENT  MUST  CORRESPOND WITH THE
       NOTICE: NAME(S)  AS  WRITTEN  UPON THE FACE OF THE  CERTIFICATE  IN EVERY
               PARTICULAR,  WITHOUT  ALTERATION  OR  ENLARGEMENT  OR ANY  CHANGE
               WHATEVER.

Signature(s) Guaranteed
By
  ----------------------------------------------------------
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR
INSTITUTION   (BANKS,   STOCKBROKERS,   SAVINGS   AND   LOAN
ASSOCIATIONS   AND  CREDIT  UNIONS  WITH  MEMBERSHIP  IN  AN
APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO
S.E.C. RULE 17Ad-15.