ACKNOWLEDGMENT, WAIVER AND AMENDMENT NO. 1
                                       TO
             AMENDED AND RESTATED AGREEMENT FOR WHOLESALE FINANCING

     ACKNOWLEDGMENT,  WAIVER AND  AMENDMENT  NO. 1 TO THE AMENDED  AND  RESTATED
AGREEMENT FOR WHOLESALE  FINANCING (this  "Amendment") is made as of January 30,
2000 by and among IBM CREDIT CORPORATION,  a Delaware  corporation,  MTS HOLDING
COMPANY, a Delaware  corporation  ("MTSI"),  MICROAGE COMPUTER CENTERS,  INC., a
Delaware corporation ("MCCI"),  MICROAGE TECHNOLOGY SERVICES, L.L.C., a Delaware
limited  liability  company  ("MTS") and PINACOR,  INC., a Delaware  corporation
("Pinacor",  and  together  with,  MCCI,  MTS  and  MTSI,  the  "Customers"  and
individually  a "Customer")  and  MICROAGE,  INC., a Delaware  corporation  (the
"Parent",  and together with MTSI,  MCCI, MTS and Pinacor,  the "Loan Parties").
Notwithstanding the foregoing, and unless otherwise indicated, any obligation of
a "Customer" or "Customers"  herein shall be the joint and several obligation of
MTS, MTSI, MCCI and Pinacor.

                                    RECITALS

     A. Customers,  Parent and IBM Credit have entered into that certain Amended
and Restated  Agreement for Wholesale  Financing dated as of October 29,1999 (as
amended by this  Amendment  and as further  amended,  supplemented  or otherwise
modified  from  time to  time,  the  "Agreement").  All  capitalized  terms  not
otherwise  defined  herein shall have the  respective  meanings set forth in the
Agreement.

     B. As described in Schedule I attached to this Amendment,  the Loan Parties
have  proposed  to  create  two new  bankruptcy-remote  Subsidiaries  (the  "New
Mortgage  Subsidiaries") to facilitate a $13,000,000  mortgage  financing on the
property at 1003 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 7.15 of the Agreement (Subsidiaries).

     C. As described in Schedule II attached to this Amendment, the Loan Parties
have  proposed  to sell the assets of Latin  America  Division  of  Pinacor  and
Pinacor's  Subsidiaries  that  distribute  technology  product 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  arrange  to have  issued a  $4,000,000  letter of credit  for the
account of such buyer for a period of six months.

     D. The Loan  Parties  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 Loan Parties 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,  directors  and  employees of the BtoB
Subsidiary.

     E.  The Loan  Parties  have  requested  that  (i) the  financial  covenants
contained in Section 10.2 of the  Agreement be amended as set forth below,  (ii)
certain  other  covenants  contained  in the  Agreement  be amended as set forth
below,  and (iii) IBM Credit waive certain terms and provisions of the Agreement
as set forth below.

     F. IBM Credit is willing to waive such terms and  provisions,  on the terms
and  conditions  stated  below,  and is willing to grant the request of the Loan
Parties and the Loan  Parties and IBM Credit have agreed to amend the  Agreement
as hereinafter set forth.

                                  Page 1 of 12
<PAGE>
                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the  premises  and  other  good and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, Loan Parties and IBM Credit hereby agree as follows:

SECTION 1.  MODIFICATION OF AGREEMENT.  The Amendment is effective as of January
30, 2000 and, subject to the satisfaction of the conditions  precedent set forth
in Section 3, the Agreement is hereby amended as follows:

     A.  Attachment  A to the  Amended  and  Restated  Agreement  for  Wholesale
Financing is hereby  amended by deleting  such  Attachment A in its entirety and
substituting,  in lieu  thereof,  the  Attachment  A attached  hereto.  Such new
Attachment A shall be effective as of the date  specified in the new  Attachment
A. The changes  contained in the new Attachment A include,  without  limitation,
the following:

     (a)  Section  I. (A) is  amended by  decreasing  the  Credit  Line from Two
Hundred Fifty  Million  Dollars  ($250,000,000)  to Two Hundred  Twenty  Million
Dollars ($220,000,000);

     (b)  Section  I.  (B) (ii) is  amended  by  decreasing  the  percentage  of
collateral  value IBM  Credit  willl give for an  Irrevocable  Letter of Credit,
issued by an Issuing Bank under the Credit Agreement to IBM Credit ("ILOC") from
(i) 150% to 133% for the period  beginning  February 8, 2000 and ending April 7,
2000 May 14,  2000,  (ii) 125% to 110% for the period  beginning  April 8May 15,
2000 and  ending on the  Termination  Date of the amount  available  to be drawn
under such ILOC.

     (c) Section I. (B) is further amended by adding the following  paragraph at
the end of this Section:

     "Notwithstanding  any other provision of the Agreement,  the Borrowing Base
as defined in Section I(B) of this  Attachment A shall not exceed the sum of (i)
the value of the Authorized  Brand Borrowing Base and (ii) the available  amount
of the ILOC and (iii) Thirty Million Dollars ($30,000,000)."

     (d) Section  I.(D) is amended by  increasing  the Extended  Period  Finance
Charge from LIBOR plus 300 basis points to LIBOR plus 375 basis points.

     (e) Section I.(E) is amended by increasing  the  Delinquency  Fee Rate from
LIBOR plus 550 basis points to LIBOR plus 650 basis points.

     B. Section 1.1 of the  Agreement is hereby  amended by deleting item (8) of
the definition of "Permitted Indebtedness" in its entirety, and substituting, in
lieu thereof, the following:

     "(8)  Indebtedness  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; and"

     C. Section 1.1 of the Agreement is hereby amended by inserting  immediately
following (8) of the definition "Permitted Indebtedness", the following:

     "(9) other  Indebtedness  consented  to by IBM  Credit in writing  prior to
incurring such Indebtedness."

     D. Section 1.1. of the Agreement is hereby  amended by adding the following
definition of "BtoB Subsidiary" in the proper alphabetical order:

     "BtoB  Subsidiary" means the Subsidiary of MTS capitalized with business to
business Internet assets and business to business of MTS."

                                  Page 2 of 12
<PAGE>
     E. Section 8.6(D) is hereby amended in full to read as follows:

     "(D) the Parent and the Customers and the BtoB  Subsidiary  may issue stock
options to the directors, officers and employees of such Loan Party:"

     F.  Section  7.1(A)  of the  Agreement  is  hereby  amended  by  inserting,
immediately  following  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 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 as having been prepared in accordance with GAAP,
together with (i) a certificate of said officer  stating no Default has occurred
and is continuing or, if a Default had occurred and is  continuing,  a statement
as to the nature  thereof and the action that the Parent has taken and  proposes
to take with  respect  thereto and (ii) a schedule in form  satisfactory  to IBM
Credit of the computations used by the Parent in determining compliance with the
covenants contained in Section 10.2, PROVIDED that in the event of any change in
GAAP used in the preparation of such Financial Statements, the Parent shall also
provide,  if necessary for the  determination of compliance with Section 10.2, a
statement of  reconciliation  conforming  such Financial  Statements to GAAP and
(y)"

     G.  Section  7.1(C)  of the  Agreement  is  hereby  amended  by  inserting,
immediately  following 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  7.1(A) or (B), as the
case may be)".

     H.  Section  7.1(J) of the  Agreement  is hereby  amended by deleting  this
Section in its entirety and substituting, in lieu thereof, the following:

     "on each  Business Day, or as  otherwiase  agreed in writing,  a Collateral
Management Report, as of the end of the previous Business Day;"

     I.  Section  10.1 of the  Agreement  is hereby  amended by (i) deleting the
definition of "Fixed Charged  Coverage  Ratio" in its entirety,  and (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 subsidiaries,  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 the delivered
to IBM Credit pursuant to Section 7.1(A) or (B), as the case may be."

and (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 each week ended within
the most  recently  ended  fiscal  quarter  of the  Parent  Guarantor  for which
financial  statements  are required to be  delivered  to IBM Credit  pursuant to
Section 7.1 (A) or (B), as the case may be".

     J. Section 10.2(a) of the Agreement is hereby amended by deleting the table
set forth therein in its entirety and substituting therefor the following table:

                                  Page 3 of 12
<PAGE>
                PERIOD                                                  RATIO
                ------                                                  -----
Four Fiscal Quarters ended April 30, 2000                             17.00:1.00
Four Fiscal Quarters ended July 31, 2000                              17.00:1.00
Four Fiscal Quarters ended October 31, 2000                            8.00:1.00
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  10.2(b) of the  Agreement is hereby  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 for each period set forth below.

                PERIOD                                                  RATIO
                ------                                                  -----
For the Month ended February 29, 2000                                  0.20:1.00
For the Month ended March 31, 2000                                     0.30:1.00
Fiscal Quarter ended April 30,  2000                                   0.30:1.00
Two Fiscal Quarters ended July 31,  2000                               0.60:1.00
Three Fiscal Quarters ended October 31,  2000                          1.00:1.00
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 10.2(c) of the Agreement is hereby amended by deleting the table
set forth therein in its entirety and substituting therefor the following table:

                PERIOD                                                 $ AMOUNT
                ------                                                 --------
Two Fiscal Quarters ended April 30, 2000                               5,000,000
Three Fiscal Quarters ended July 31, 2000                             18,000,000
Four Fiscal Quarters ended October 31, 2000                           41,000,000
Four Fiscal Quarters ended January 31, 2001                           65,000,000
Four Fiscal Quarters ended April 30, 2001                             80,000,000
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                              95,000,000

                                  Page 4 of 12
<PAGE>
     M. The  Agreement  is  hereby  modified  by  deleting  Attachment  F in its
entirety and substituting, in lieu thereof, the Attachment F attached hereto.

SECTION 2. ADDITIONAL  WAIVERS TO THE AGREEMENT.  Effective January 30, 2000 and
subject to the satisfaction of the conditions  precedent set forth in Section 3,
IBM  Credit  hereby  agrees  to  waive   compliance  with  the   representations
requirements  of (a) (i) Section  8.7(E) of the  Agreement to but only to permit
the Loan Parties to contribute the Property to the New Mortgage Subsidiaries and
(ii)  Section 7.15 of the  Agreement  to the extent  required to exclude the New
Mortgage  Subsidiaries from the operation of Section 7.15 of the Agreement,  (b)
(i) Section 8.2 of the  Agreement to but only to permit the Loan Parties to sell
the assets of PLA,  (ii) Section 8.7 of the  Agreement to but only to permit the
Loan Parties to acquire an equity interest in the buyer of the assets of PLA and
(iii) Section 8.12 of the Agreement to but only to provide a letter of credit in
an amount not to exceed  $4,000,000  to the buyer of the assets for a period not
to exceed six months, (c) Section 8.7 of the Agreement to but only to permit the
contribution of the assets and business of the business  Internet  operations of
MTS to the  BtoB  Subsidiary  and  further  investment  in an  aggregate  amount
outstanding  not to exceed  $15,000,000  at any time and (d)  Section 8.8 to but
only to permit the creation of the BtoB Subsidiary.

SECTION 3. CONDITIONS OF EFFECTIVENESS. This Amendment shall become effective as
of January 30, 2000,  and only when,  on or before  February 11, 2000 IBM Credit
shall have received (a) counterparts of this Amendment duly executed by the Loan
Parties,  (b) the consent attached hereto duly executed by each Subsidiary,  (c)
evidence that the provisions of the Credit Agreement have been waived or amended
in a manner  consistent  with  Sections  1 and 2 of this  Amendment,  and (d) an
amendment and waiver fee in immediately  available  funds equal to Seven Hundred
Seventy Thousand Dollars ($770,000),  (e) the  Acknowledgement  attached hereto,
duly executed by Citibank N.A., as Administrative Agent and (f) amendment to the
Irrevocable Letter of Credit NO.  NY-20511-30026459,  to provide for adjustments
in the Available Amount (as defined therein) consistent with Attachment F to the
Agreement.

SECTION 4.  REPRESENTATIONS AND WARRANTIES OF THE LOAN PARTIES. The Loan Parties
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  and is duly
qualified  and  authorized  to do  business  and is in  good  standing  in  each
jurisdiction  it  presently  is engaged in  business  and is  required  to be so
qualified.

     (b) The  execution,  delivery and  performance  by the Loan Parties of this
Amendment and the Agreement and Other 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  contemplated  under the  Agreement,  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.

     (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 the  Agreement  or any of the Other  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 Loan Party.
This Amendment and each of the Agreement and Other 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.

                                  Page 5 of 12
<PAGE>
     (e) There is no  action,  suit,  investigation,  litigation  or  proceeding
affecting  any  Loan  Party  or  any  of its  Subsidiaries  (including,  without
limitation, any Environmental Liability) pending or threatened before any court,
Governmental Authority or arbitrator that (i) would be reasonably likely to have
a Material  Adverse  Effect  (other than the Disclosed  Litigation  set forth in
Attachment   B)  or  (ii)   purports  to  affect  the   legality,   validity  or
enforceability  of this Amendment or any Other Documents,  as amended hereby, or
the consummation of any of the transactions contemplated hereby.

SECTION  5.  REFERENCE  TO AND  EFFECT  ON THE  AGREEMENT.  (a) On and after the
effectiveness  of this  Amendment,  each  reference  in the  Agreement  to "this
Agreement",  "hereunder",  "hereof"  or words of like  import  referring  to the
Agreement,  and  each  reference  in the  Other  Documents  to "the  Agreement",
thereunder",  "thereof" or words of like import referring to the Agreement shall
mean and be a reference to the Agreement, as amended by this Amendment.

     (b) The Agreement, and each of the Other 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 Agreement and all of the Collateral  described therein do
and shall continue to secure the payment of all  Obligations of the Loan Parties
under  the  Agreement  and Other  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 an amendment or waiver of, or an
indication of IBM Credit's  willingness to amend or waive,  any right,  power or
remedy of IBM Credit under the Agreement or the Other Documents,  nor constitute
an amendment or waiver of any provision of the Agreement or the Other  Documents
or the same Sections of the Agreement  amended hereby for any other date or time
period other than  specified  herein  (whether or not such other  provisions  or
compliance  with such  Sections  for another date or time period are effected by
the circumstances addressed in this Amendment).

SECTION 6. COSTS AND EXPENSES. The Loan Parties agree to pay on demand all costs
and  expenses  of IBM  Credit in  connection  with the  preparation,  execution,
delivery and  administrations,  modification and amendment of this Amendment and
the other  instruments  and  documents  to be  delivered  hereunder  (including,
without limitation, the reasonable fees and expenses of counsel for IBM Credit).

SECTION 7.  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 when  taken  together  shall  constitute  but one and the same  agreement.
Delivery of any 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 8. GOVERNING  LAW. This Amendment and the rights and  obligations of the
parties under this Amendment shall be governed by, and construed and interpreted
in  accordance  with,  the laws of the State of New York  without  regard to the
principles of the conflicts of laws thereof.

                                  Page 6 of 12
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective  officers  thereunto duly undersigned,  as of the date first
above written.

IBM CREDIT CORPORATION                  MTS HOLDING COMPANY

By:  /s/ Ronald  J. Bachner             By: /s/ James R. Daniel
    ---------------------------------       ------------------------------------
Print Name: Ronald  J. Bachner          Print Name: James R. Daniel
Title: Mgr, Commercial Financing        Title: Treasurer
       Solutions Americas


PINACOR, INC.                           MICROAGE COMPUTER CENTERS, INC.


By: /s/ James R. Daniel                 By: /s/ James R. Daniel
    ---------------------------------       ------------------------------------
Print Name: James R. Daniel             Print Name: James R. Daniel
Title: Treasurer                        Title: Treasurer


MICROAGE, INC.                          MICROAGE TECHNOLOGY SERVICES, L.L.C.

By: /s/ James R. Daniel                 By: MTS HOLDING COMPANY, MANAGER
    ---------------------------------
Print Name: James R. Daniel             By: /s/ James R. Daniel
Title: Treasurer                            ------------------------------------
                                        Print Name: James R. Daniel
                                        Title: Treasurer

                                  Page 7 of 12
<PAGE>
                                     CONSENT

                          Dated as of February 17, 2000

     The   undersigned,   each  a  Guarantor  under  the  Amended  and  Restated
Collateralized   Guaranty  dated  as  of  October  29,  1999  (collectively  the
"undersigned") in favor of IBM Credit, hereby consents to the attached Amendment
and hereby confirms and agrees that (a)  notwithstanding  the  effectiveness  of
such Amendment,  the Amended and Restated Collateralized Guaranty and each Other
Document  to which the  undersigned  is a party is and shall  continue to be, in
full force and effect and is hereby ratified and confirmed in all respects,  and
(b) the  Amended  and  Restated  Collateralized  Guaranty  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 the  Obligations  (in each case,  as defined
therein).

                                        MCCI HOLDING COMPANY

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


                                        MICROAGE TELESERVICES, L.L.C.

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


                                        QUALITY INTEGRATION SERVICES, L.L.C.

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


                                        MAXSOURCE, L.L.C.

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

                                  Page 8 of 12
<PAGE>
                                        MICROAGE L&D L.L.C.

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


                                        MICROAGE OF CALIFORNIA, INC.

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


                                        MCSS, INC.

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


                                        CLERIS, INC. (F/K/A ECADVANTAGE, INC.)

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


                                        PINACOR LOGISTICS SERVICES, INC.

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


                                        COMPLETE DISTRIBUTION, INC.

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

                                  Page 9 of 12
<PAGE>
                                        CONTRACT PC, INC.

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


                                        CONNECTWORKS, INC.

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


                                        PHOENIX CONNECTIONS, INC.

                                        By: /s/ Kandi Egan
                                           -------------------------------------
                                        Print Name: Kandi Egan
                                                   -----------------------------
                                        Title: President
                                              ----------------------------------


                                        MICROAGE ADMINISTRATION, INC.

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


                                        MICROAGE TECHNOLOGIES, INC.

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


                                        MICROAGE VENTURES, INC.

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

                                  Page 10 of 12
<PAGE>
                                        MICROAGE PAYMASTER, INC.

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


                                        INTRACOM MARKETING, INC.

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


                                        PCCLEARANCE, INC.

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


                                        MICROAGE INFOSYSTEMS SERVICES, INC.

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


                                        PRITECH SOLUTIONS, INC.

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


                                        MICROAGE GOVERNMENT, INC.

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

                                  Page 11 of 12
<PAGE>
                                 ACKNOWLEDGMENT

     The undersigned,  Citibank,  N.A., as Administrative Agent on behalf of the
Lenders under the Credit  Agreement (as defined in the Agreement  defined below)
acknowledges  receipt of a copy of the  foregoing  amendment  to the Amended and
Restated  Agreement  for Wholesale  Financing,  dated as of October 29, 1999 (as
amended,  supplemented  or otherwise  modified  from to time,  the  "Agreement")
between IBM Credit Corporation,  MTS Holding Company, MicroAge Computer Centers,
Inc., MicroAge Technology Services,  L.L.C.,  Pinacor, Inc. and MicroAge,  Inc.,
and consents to the terms thereof.

Executed this 17th day of February 2000.


CITIBANK, N.A., as Administrative Agent


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

                                  Page 12 of 12