AMENDMENT NO. 1 AND WAIVER TO THE
                                CREDIT AGREEMENT

                          Dated as of January 30, 2000

          AMENDMENT NO. 1 AND WAIVER TO THE CREDIT AGREEMENT (this  "AMENDMENT")
among  MicroAge  Technology  Services,  L.L.C.,  a  Delaware  limited  liability
company, and Pinacor, Inc., a Delaware corporation (the "BORROWERS"),  MicroAge,
Inc., a Delaware  corporation  (the "PARENT  GUARANTOR"),  the banks,  financial
institutions  and other  institutional  lenders parties to the Credit  Agreement
referred to below  (collectively,  the "LENDERS"),  IBM Credit  Corporation,  as
documentation  agent, The CIT  Group/Business  Credit, as syndication agent, and
Citibank,  N.A., as collateral agent and administrative  agent (the "AGENT") for
the Lenders.

          PRELIMINARY STATEMENTS:

          (1) The  Borrowers,  the Parent  Guarantor,  the Lenders and the Agent
have entered into a Credit  Agreement  dated as of October 28, 1999 (the "CREDIT
AGREEMENT").  Capitalized terms not otherwise defined in this Amendment have the
same meanings as specified in the Credit Agreement.

          (2) The Borrowers have requested that the Credit  Agreement be amended
to permit the  amendment of  Attachment E to the Amended and Restated  Agreement
for Wholesale  Financing dated October 29, 1999 (the "IBMCC AGREEMENT")  between
IBM Credit Corporation, MicroAge Computer Centers, Inc., MTS Holding Company and
the Borrowers  from time to time to amend the list of authorized  suppliers with
the consent of only the Agent.  The Borrowers  have further  requested  that the
Required Lenders consent to the amendment of the IBMCC Agreement as set forth on
Schedule I attached to this Amendment.

          (3) As  described  in  Schedule II  attached  to this  Amendment,  the
Borrowers have proposed to create two new  bankruptcy-remote  Subsidiaries  (the
"NEW MORTGAGE  SUBSIDIARIES") to facilitate a $13,000,000  mortgage financing on
the property located at 1330 West Southern, Tempe, Arizona (the "PROPERTY"). The
proposed  lender  of  such  mortgage   financing  has  requested  that  the  New
Subsidiaries  be excluded  from the  operation of Section  5.01(j) of the Credit
Agreement (Covenant to Guarantee Obligations and Give Security).

          (4) As  described  in Schedule  III  attached to this  Amendment,  the
Borrowers  have  proposed to sell the assets of the Latin  American  Division of
Pinacor and Pinacor's  Subsidiaries that distribute technology products in Latin
America  (collectively,  "PLA").  The  proposed  structure  of the  sale  of PLA
includes an Investment  in the buyer of such assets in the form of  intercompany
notes and an agreement  to provide a $4,000,000  letter of credit for such buyer
for a period of six months.

                                       1
<PAGE>
          (5) The Borrowers  have proposed to form a new  Subsidiary of MTS (the
"BTOB  SUBSIDIARY")  to which MTS would  contribute  its  business  to  business
Internet assets and business. The Borrowers have requested that up to 20% of the
capital stock of the BtoB Subsidiary be made available as stock options or other
equity incentives for officers and employees of the BtoB Subsidiary.

          (6)  The  Borrowers  have  requested  that  the  financial   covenants
contained in Section 5.04 the Credit Agreement be amended as set forth below.

          (7) The Borrowers have requested that the Required  Lenders  authorize
the Agent to amend the Intercreditor Agreement dated as of October 29, 1999 (the
"IBM INTERCREDITOR  AGREEMENT")  between IBM Credit Corporation and the Agent to
permit IBM Credit  Corporation to have a first priority Lien on all  Receivables
owed to the  Borrowers  from  time to time by  International  Business  Machines
Corporation   and  IBM  Credit   Corporation  as  security  for  the  Borrowers'
obligations under the IBMCC Agreement.

          (8) The  Required  Lenders  are,  on the terms and  conditions  stated
below,  willing to grant the request of the  Borrowers and the Borrowers and the
Required  Lenders have agreed to amend the Credit  Agreement as hereinafter  set
forth.

          SECTION  1.  PHASE  I  AMENDMENTS  TO  CREDIT  AGREEMENT.  The  Credit
Agreement is,  effective as of January 30, 2000 and subject to the  satisfaction
of the  conditions  precedent  set forth in  Section  6(a),  hereby  amended  as
follows:

          (a) Section 1.01 is amended as follows:

               (i) deleting the definition of "Fixed Charge  Coverage  Ratio" in
          its entirety;

               (ii)  adding  the  following   definition   in  the   appropriate
          alphabetical order:

               "INTEREST  COVERAGE RATIO" means,  at any date of  determination,
          the ratio of (a)  Consolidated  EBITDA to (b) interest payable on, and
          amortization  of debt  discount in respect  of, all Debt for  Borrowed
          Money  (including   expenses  incurred  under  the  Receivables  Sales
          Agreements and flooring subsidies),  in each case, of or by the Parent
          Guarantor  and its  Subsidiaries  during the  applicable  period  most
          recently  ended for which  financial  statements  are  required  to be
          delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as
          the case may be.

               (iii) by amending  clause (a) of the  definition of  "Debt/EBITDA
          Ratio" in full to read as follows:

          (a) the average of the sum of (i) Consolidated total Debt for Borrowed
          Money plus (ii) the  Available  Amount of  Letters of Credit,  in each
          case of the Parent  Guarantor  and its  Subsidiaries  as at the end of

                                       2
<PAGE>
          each week ended within the most recently  ended fiscal  quarter of the
          Parent  Guarantor for which  financial  statements  are required to be
          delivered to the Lender Parties pursuant to Section 5.03(b) or (c), as
          the case may be,

               (iv) by amending the definition of  "Applicable  Letter of Credit
          Fee" by (1) deleting the phrase "4.25:1.0 or greater" below the phrase
          "LEVEL VI" in the chart and substituting therefor the phrase "4.25:1.0
          or greater,  but less than 6.00:1.0",  and (2) inserting at the bottom
          of the chart the following new "LEVEL VII":

          LEVEL VII
          ---------
          6.00:1.0 or greater                          3.125%

               and (3) by  deleting  in clause  (B) of the  PROVISO  the  phrase
          "Level VI" and substituting therefor the phrase "Level VII";

               and (v) by amending the definition of "Applicable  Margin" by (1)
          deleting the phrase  "4.25:1.0 or greater" below the phrase "LEVEL VI"
          in the  chart  and  substituting  therefor  the  phrase  "4.25:1.0  or
          greater,  but less than 6.00:1.0",  and (2) inserting at the bottom of
          the chart the following new "LEVEL VII":

          LEVEL VII
          ---------
          6.00:1.0 or greater                   2.50%                3.50%

               and (3) by  deleting  in clause  (B) of the  PROVISO  the  phrase
          "Level VI" and substituting therefor the phrase "Level VII".

          (b) Section  2.06(b)(ii)  is hereby  amended by inserting  immediately
     after  the  phrase  "the  Letter  of Credit  Advances  and the  Swing  Line
     Advances"  the phrase  "and  deposit  an amount in the L/C Cash  Collateral
     Account".

          (c) Section 5.02(b)(iii)(E) is amended in full to read as follows:

               (E) Debt  secured by a mortgage on the real  property  located at
          1330 West Southern,  Tempe,  Arizona in an aggregate  principal amount
          not to exceed $15,000,000,  together with indemnification and guaranty
          of rent obligations customary for such mortgage financings,

          (d) Section 5.02(g)(iv) is amended in full to read as follows:

               (iv) the  Parent  Guarantor  and the  Borrowers  may issue  stock
          options  to the  directors  and  employees  of such Loan Party and the
          Subsidiary of MTS capitalized  with the business to business  Internet
          assets and  business  of MTS (the "BTOB  SUBSIDIARY")  may issue stock
          options to the officers and  employees  of the BtoB  Subsidiary  in an
          aggregate  amount not to exceed 20% of the  capital  stock of the BtoB
          Subsidiary.

                                       3
<PAGE>
          (e) Section  5.02(k) is amended by (i) adding after the date  "October
     28, 1999" the  parenthetical  "(the "IBMCC  AGREEMENT")" and (ii) adding to
     the end thereof the following proviso:

          PROVIDED, that any amendment to Attachment E (Authorized Suppliers) of
          the IBMCC Agreement may be made with the consent of the Administrative
          Agent.

          (f)  Section  5.03(b) is amended by  inserting  immediately  after the
     phrase "As soon as available and" the following language:

          (x) in any event  within 45 days  after the end of each  Fiscal  Year,
          preliminary  Consolidated and  Consolidating  statements of income and
          cash  flows of the  Parent  Guarantor  and its  Subsidiaries  for such
          Fiscal  Year,  in  reasonable  detail and duly  certified  (subject to
          year-end  audit  adjustments)  by the chief  financial  officer of the
          Parent  Guarantor  as having been  prepared in  accordance  with GAAP,
          together  with  (i) a  certificate  of said  officer  stating  that no
          Default has occurred and is  continuing  or, if a Default has occurred
          and is continuing, a statement as to the nature thereof and the action
          that the Parent  Guarantor has taken and proposes to take with respect
          thereto and (ii) a schedule in form satisfactory to the Administrative
          Agent of the computations  used by the Parent Guarantor in determining
          compliance with the covenants contained in Section 5.04, PROVIDED that
          in the event of any  change in GAAP  used in the  preparation  of such
          financial  statements,  the Parent  Guarantor  shall also provide,  if
          necessary for the  determination  of  compliance  with Section 5.04, a
          statement of  reconciliation  conforming such financial  statements to
          GAAP and (y)

          (g)  Section  5.03(d) is amended by  inserting  immediately  after the
     phrase  "within  30 days  after the end of each  month"  the  parenthetical
     phrase "(other than any month that is the last month of a Fiscal Year or of
     the first  three  fiscal  quarters  of a Fiscal  Year for  which  financial
     statements  are delivered  pursuant to Section  5.03(b) or (c), as the case
     may be)".

          (h)  Section  5.03(n)  is  amended by  deleting  the  figure  "30" and
     substituting therefor the figure "60".

          (i)  Section  5.03(o)  is  amended by  deleting  the  figure  "30" and
     substituting therefor the figure "60".

          (j) Section 5.04(a) is amended by deleting the table set forth therein
     and substituting therefor the following:

                                       4
<PAGE>
                       Period                                           Ratio
                       ------                                           -----
     Four Fiscal Quarters ended April 30, 2000                        17.00:1.00
     Four Fiscal Quarters ended July 31, 2000                         22.00:1.00
     Four Fiscal Quarters ended October 31, 2000                       9.50:1.00
     Four Fiscal Quarters ended January 31, 2001                       6.00:1.00
     Four Fiscal Quarters ended April 30, 2001                         5.00:1.00
     Four Fiscal Quarters ended July 31, 2001                          4.00:1.00
     Four Fiscal Quarters ended October 31, 2001                       3.50:1.00
     Four Fiscal Quarters ended January 31, 2002                       3.50:1.00
     Four Fiscal Quarters ended April 30, 2002                         3.50:1.00
     Four Fiscal Quarters ended July 31, 2002                          3.50:1.00

          (k) Section 5.04(b) is amended in full to read as follows:

          (b)  INTEREST  COVERAGE  RATIO.  Maintain  at all  times  an  Interest
     Coverage  Ratio of not less than the ratio set forth  below for each period
     set forth below:

                       Period                                           Ratio
                       ------                                           -----
     Fiscal Quarter ended April 30, 2000                               0.25:1.00
     Two Fiscal Quarters ended July 31, 2000                           0.55:1.00
     Three Fiscal Quarters ended October 31, 2000                      0.90:1.00
     Four Fiscal Quarters ended January 31, 2001                       1.10:1.00
     Four Fiscal Quarters ended April 30, 2001                         1.30:1.00
     Four Fiscal Quarters ended July 31, 2001                          1.50:1.00
     Four Fiscal Quarters ended October 31, 2001                       1.75:1.00
     Four Fiscal Quarters ended January 31, 2002                       2.00:1.00
     Four Fiscal Quarters ended April 30, 2002                         2.00:1.00
     Four Fiscal Quarters ended July 31, 2002                          2.00:1.00

          (l) Section 5.04(c) is amended by deleting the table set forth therein
     and substituting therefor the following:

                       Period                                           Amount
                       ------                                           ------
     Fiscal Quarter ended April 30, 2000                             $ 2,500,000
     Two Fiscal Quarters ended July 31, 2000                         $12,000,000
     Three Fiscal Quarters ended October 31, 2000                    $26,000,000
     Four Fiscal Quarters ended January 31, 2001                     $51,000,000
     Four Fiscal Quarters ended April 30, 2001                       $72,000,000
     Four Fiscal Quarters ended July 31, 2001                        $85,000,000
     Four Fiscal Quarters ended October 31, 2001                     $90,000,000
     Four Fiscal Quarters ended January 31, 2002                     $90,000,000
     Four Fiscal Quarters ended April 30, 2002                       $90,000,000
     Four Fiscal Quarters ended July 31, 2002                        $90,000,000

                                       5
<PAGE>
          SECTION 2. PHASE I WAIVERS TO THE CREDIT  AGREEMENT.  Effective  as of
January 30, 2000 and subject to the satisfaction of the conditions precedent set
forth in Section 6(a),  the Required  Lenders  hereby agree to waive (a) Section
5.02(k)  of the  Credit  Agreement  to permit  the  Borrowers  to enter  into an
amendment to the IBMCC Agreement to reflect the terms set forth on Schedule I to
this  Amendment,  (b)  Section  5.02(f)  of the Credit  Agreement  to permit the
Borrowers to contribute the Property to the New Mortgage  Subsidiaries,  Section
5.01(j) of the Credit  Agreement to exclude the New Mortgage  Subsidiaries  from
the operation of Section 5.01(j) of the Credit  Agreement and Section 5.02(q) to
permit the creation of the New Mortgage Subsidiaries, and (c) Section 5.02(f) of
the Credit  Agreement to permit the  contribution  of the assets and business of
the business to business  Internet  operations of MTS to the BtoB Subsidiary and
further Investments in an aggregate amount outstanding not to exceed $15,000,000
at any time and Section  5.02(q) to permit the  creation of the BtoB  Subsidiary
(it being  understood that the provisions of Section 5.01(j) shall be applicable
to the BtoB Subsidiary).

          SECTION  3.  CONSENT  TO  AMENDMENT  OF IBM  INTERCREDITOR  AGREEMENT.
Effective  as of  January  30,  2000  and  subject  to the  satisfaction  of the
conditions  precedent set forth in Section 6(a), the Required Lenders hereby (a)
consent  and  authorize  the  Agent  to  enter  into  an  amendment  to the  IBM
Intercreditor  Agreement  to  permit  IBM  Credit  Corporation  to  have a first
priority Lien on the Receivables owed to the Borrowers by International Business
Machines as security for the Borrowers'  obligations  under the IBMCC  Agreement
and (b) consent to the amendment of the IBMCC Agreement to reflect the terms set
forth on Schedule I to this Amendment.

          SECTION 4. PHASE II  AMENDMENTS  TO THE CREDIT  AGREEMENT.  The Credit
Agreement is,  effective as of January 30, 2000 and subject to the  satisfaction
of the  conditions  precedent  set forth in  Section  6(b),  hereby  amended  by
inserting  at the  end of  Section  9.01(a)(i)(C)  the  following  parenthetical
phrase: "(other than to release any Subsidiary Guarantor, the stock or assets of
which have been sold in accordance with Section 5.02(e))".

          SECTION 5. PHASE II WAIVERS TO THE CREDIT  AGREEMENT.  Effective as of
January 30, 2000 and subject to the satisfaction of the conditions precedent set
forth in Section 6(b), the Lenders hereby agree to waive Section  5.02(e) of the
Credit  Agreement to permit the  Borrowers to sell the assets of PLA and Section
5.02(f)  of  the  Credit  Agreement to permit the Borrowers to acquire an equity

                                       6
<PAGE>
interest  in the buyer of the assets of PLA and to provide a letter of credit in
an amount  not to  exceed  $4,000,000  to the  buyer of the  assets of PLA for a
period not to exceed six months.

          SECTION 6. CONDITIONS OF EFFECTIVENESS. (a) PHASE I. Sections 1, 2 and
3 of this  Amendment  shall become  effective as of January 30, 2000 (other than
Sections 1(a)(iv) and (v) which shall become effective as of February 17, 2000),
and only when, on or before  February 17, 2000 the Agent shall have received (i)
counterparts of this Amendment executed by the Borrower and the Required Lenders
or, as to any of the Lenders,  advice satisfactory to the Agent that such Lender
has executed this Amendment,  (ii) the consent  attached hereto executed by each
Subsidiary Guarantor,  (iii) a notice from the Borrowers delivered in accordance
with  Section  2.05(a) of the Credit  Agreement  reducing  the  Working  Capital
Facility and the Working Capital  Commitments of the Lenders ratably by not less
than $150,000,000, (iv) evidence that the provisions of the IBMCC Agreement have
been  amended  or waived in a manner  consistent  with  Sections 1 and 2 of this
Amendment  and (v) an amendment  fee for the account of the Lenders  equal to an
agreed percentage of the Working Capital Commitments of the Lenders after giving
effect to the notice delivered  pursuant to clause (c) above. The  effectiveness
of this  Amendment  is  conditioned  upon the  accuracy of the  factual  matters
described herein. This Amendment is subject to the provisions of Section 9.01 of
the Credit Agreement.

          (b)  PHASE  II.  Sections  4  and 5 of  this  Amendment  shall  become
effective as of January 30, 2000,  after the  satisfaction of the conditions set
forth in 6(a)  above,  when and only when,  on or before  February  17, 2000 the
Agent shall have received  counterparts  of this  Amendment  executed by all the
Lenders or, as to any of the Lenders, advice satisfactory to the Agent that such
Lender has executed this Amendment.

          SECTION  7.  REPRESENTATIONS  AND  WARRANTIES  OF THE  BORROWERS.  The
Borrowers represent and warrant as follows:

          (a) Each Loan Party is duly  organized,  validly  existing and in good
     standing under the laws of the jurisdiction of its organization.

          (b) The  execution,  delivery and  performance by the Borrower of this
     Amendment and the Loan Documents,  as amended hereby,  to which it is or is
     to be a  party,  and  the  consummation  of the  transactions  contemplated
     hereby,  are within each Loan Party's powers,  have been duly authorized by
     all necessary  corporate or other action and do not (i) contravene any Loan
     Party's charter,  by-laws or other organizational  documents,  (ii) violate
     any law, rule or regulation (including, without limitation, Regulation X of
     the Board of Governors of the Federal Reserve System),  or any order, writ,
     judgment,  injunction,  decree,  determination  or  award,  binding  on  or
     affecting  any  Loan  Party,  any of  its  Subsidiaries  or  any  of  their
     properties, (iii) conflict with or result in the breach of, or constitute a
     default under, any contract, loan agreement,  indenture,  mortgage, deed of
     trust,  lease or other  instrument  binding on or affecting any Loan Party,
     any of its  Subsidiaries or any of their  properties or (iv) except for the
     Liens created under the Collateral Documents,  as amended hereby, result in
     or require the creation or  imposition  of any Lien upon or with respect to
     any of the properties of any Loan Party or any of its Subsidiaries.

                                       7
<PAGE>
          (c) No  authorization or approval or other action by, and no notice to
     or filing with, any governmental  authority or regulatory body or any other
     third party is required for the due  execution,  delivery or performance by
     any Loan Party of this Amendment or any of the Loan  Documents,  as amended
     hereby, to which it is or is to be a party.

          (d) This  Amendment  has been  duly  executed  and  delivered  by each
     Borrower and the Parent  Guarantor.  This  Amendment  and each of the other
     Loan Documents,  as amended hereby,  to which any Loan Party is a party are
     legal,  valid  and  binding  obligations  of such Loan  Party,  enforceable
     against such Loan Party in accordance with their respective terms.

          (e) There is no action, suit, investigation,  litigation or proceeding
     affecting  any Loan Party or any of its  Subsidiaries  (including,  without
     limitation,  any  Environmental  Action)  pending or threatened  before any
     court,  governmental  agency or  arbitrator  that (i)  would be  reasonably
     likely  to  have a  Material  Adverse  Effect  (other  than  the  Disclosed
     Litigation)   or  (ii)  purports  to  affect  the  legality,   validity  or
     enforceability  of this  Amendment or any of the other Loan  Documents,  as
     amended hereby, or the consummation of any of the transactions contemplated
     hereby.

          SECTION 8. REFERENCE TO AND EFFECT ON THE LOAN  DOCUMENTS.  (a) On and
after  the  effectiveness  of  this  Amendment,  each  reference  in the  Credit
Agreement  to "this  Agreement",  "hereunder",  "hereof" or words of like import
referring to the Credit  Agreement,  and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement",  "thereunder",  "thereof" or
words of like  import  referring  to the Credit  Agreement,  shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.

          (b) The  Credit  Agreement,  the  Notes  and  each of the  other  Loan
Documents, as specifically amended by this Amendment,  are and shall continue to
be in full  force  and  effect  and are  hereby  in all  respects  ratified  and
confirmed.  Without  limiting the  generality of the  foregoing,  the Collateral
Documents and all of the Collateral  described  therein do and shall continue to
secure  the  payment  of all  Obligations  of the Loan  Parties  under  the Loan
Documents, in each case as amended by this Amendment.

          (c) The execution,  delivery and effectiveness of this Amendment shall
not,  except as  expressly  provided  herein,  operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents,  nor
constitute a waiver of any provision of any of the Loan Documents.

          SECTION 9. COSTS AND EXPENSES.  The  Borrowers  agree to pay on demand
all  costs  and  expenses  of the  Agent in  connection  with  the  preparation,
execution,  delivery  and  administration,  modification  and  amendment of this
Amendment  and the other  instruments  and  documents to be delivered  hereunder

                                       8
<PAGE>
(including,  without limitation, the reasonable fees and expenses of counsel for
the Agent) in accordance with the terms of Section 9.04 of the Credit Agreement.

          SECTION 10. EXECUTION IN COUNTERPARTS.  This Amendment may be executed
in any  number of  counterparts  and by  different  parties  hereto in  separate
counterparts,  each of which when so executed  shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed  counterpart  of a signature  page to this  Amendment by
telecopier shall be effective as delivery of a manually executed  counterpart of
this Amendment.

          SECTION 11.  GOVERNING LAW. This  Amendment  shall be governed by, and
construed in accordance with, the laws of the State of New York.

          IN WITNESS  WHEREOF,  the parties hereto have caused this Amendment to
be executed by their respective  officers  thereunto duly authorized,  as of the
date first above written.

                                        MICROAGE TECHNOLOGY SERVICES, L.L.C.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        PINACOR, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman

                                       9
<PAGE>
Agreed as of the date first above written:

CITIBANK, N.A.,
         as Agent and as Lender

By /s/  Citibank Signatory
   -------------------------------------
   Title: Vice President


IBM CREDIT CORPORATION


By /s/ Ronald J. Bachner
   -------------------------------------
   Title: Mgr. Com & Specialty Financing


THE CIT GROUP/BUSINESS CREDIT, INC.


By /s/ Janet Makki
   -------------------------------------
   Title: AVP


FLEET CAPITAL CORPORATION


By /s/ Carmen Caporrino
   -------------------------------------
   Title: Vice President


MELLON BANK, N.A.


By /s/ R. Shirinyam
   -------------------------------------
   Title: Vice President


IBJ WHITEHALL BUSINESS
CREDIT CORPORATION


By IBJ Whitehall Signatory
   -------------------------------------
   Title: Vice President


                                       10
<PAGE>
DEBIS FINANCIAL SERVICES, INC.


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


FINOVA CAPITAL CORPORATION


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


GMAC COMMERCIAL CREDIT LLC


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


HELLER FINANCIAL INC.


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


TRANSAMERICA BUSINESS CREDIT CORPORATION


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


FIRST SOURCE FINANCIAL, L.L.P.


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

                                       11
<PAGE>
                                     CONSENT

                          Dated as of February 11, 2000

          The  undersigned,  each a Subsidiary  Guarantor  under the  Subsidiary
Guaranty dated as of October 28, 1999 (collectively,  the "SUBSIDIARY GUARANTY")
in favor of the Agent and the Lenders parties to the Credit  Agreement  referred
to in the  foregoing  Amendment,  hereby  consents to such  Amendment and hereby
confirms  and  agrees  that  (a)   notwithstanding  the  effectiveness  of  such
Amendment,  the  Subsidiary  Guaranty and each other Loan  Document to which the
undersigned is a party (including,  without limitation,  the Security Agreement)
is, and shall  continue  to be, in full force and effect and is hereby  ratified
and confirmed in all respects, and (b) the Collateral Documents to which each of
the undersigned is a party and all of the Collateral  described  therein do, and
shall continue to, secure the payment of all of the Secured Obligations (in each
case, as defined therein).

                                        153000 CANADA LTD.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        COMPLETE DISTRIBUTION, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        CONNECTWORKS, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman

                                       12
<PAGE>
                                        CONTRACT PC, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        ECADVANTAGE, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        INTERPC DE COLOMBIA


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        INTERPC DE VENEZUELA


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        INTRACOM MARKETING, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MAXSOURCE, L.L.C.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman

                                       13
<PAGE>
                                        MCCI HOLDING COMPANY


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MCSS, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE ADMINISTRATION, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE COMPUTER CENTERS, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE DEUTSCHLAND GMBH


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE EUROPE LIMITED


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE GOVERNMENT, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman

                                       14
<PAGE>
                                        MICROAGE INFOSYSTEMS SERVICES, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE INFOSYSTEMS SERVICES EUROPE
                                        LIMITED


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE L & D L.L.C.

                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE OF CALIFORNIA, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE PAYMASTER, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE TECHNOLOGIES, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman

                                       15
<PAGE>
                                        MICROAGE TELESERVICES, L.L.C.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE (UK) LIMITED

                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MICROAGE VENTURES, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        MTS HOLDING COMPANY

                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        PCC CLEARANCE, INC.

                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        PHOENIX CONNECTIONS, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman

                                       16
<PAGE>
                                        PINACOR LOGISTICS SERVICES, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        PRI TECH SOLUTIONS, INC.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman


                                        QUALITY INTEGRATION SERVICES, L.L.C.


                                        By /s/ Jeffrey D. McKeever
                                           -------------------------------------
                                           Title: Chairman

                                       17