SECOND AMENDMENT TO
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT

          THIS  SECOND  AMENDMENT  (this  "SECOND  AMENDMENT")  TO  AMENDED  AND
RESTATED EMPLOYMENT  AGREEMENT,  as amended, is entered into as of this 28th day
of January,  1999, by and between  MICROAGE,  INC., a Delaware  corporation (the
"COMPANY"), and Christopher J. Koziol ("EXECUTIVE").

                                    RECITALS:

          WHEREAS,  the  Company  and  Executive  entered  into an  Amended  and
Restated Employment  Agreement,  dated as of November 4, 1996, as amended by the
First Amendment to Amended and Restated Employment Agreement,  dated as of April
1, 1998 (the "EMPLOYMENT AGREEMENT"); and

          WHEREAS,  the Company  and  Executive  desire to amend the  Employment
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:

                                   AGREEMENT:

     SECTION 1. AMENDMENTS TO EMPLOYMENT AGREEMENT.

          A. The first  sentence of Section 1.2 of the  Employment  Agreement is
hereby amended in its entirety to read as follows:

               "(a) Executive shall serve as Executive Vice President - Sales of
the  Company  (or in a  capacity  and  with a title  of at  least  substantially
equivalent quality)."

          B. Section 2.2 of the  Employment  Agreement is hereby  amended in its
entirety to read as follows:

          2.2 BONUS PAYMENT.

               "(a)  During  the  period of  Executive's  employment  under this
Agreement,  the Company shall pay to Executive annually a fixed cash bonus equal
to $4,018 and, in addition,  such amount as may be  necessary,  after payment by
the Executive of all taxes, including,  without limitation, any federal or state
income taxes,  on such fixed cash bonus payment,  so that  Executive  shall have
remaining,  on a grossed-up  basis, the amount of $4,018 (the "ANNUAL FIXED CASH
BONUS").

               (b) The  Board or a  committee  thereof  will  establish  in each
fiscal year during the term hereof an  executive  bonus plan that  provides  for
incentive  compensation to Executive.  Any bonus under any such plan is referred
to herein as the "ANNUAL INCENTIVE BONUS".

          C. Section 4.2(e) of the Employment Agreement is hereby amended in its
entirety to read as follows:
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               "(e) pay  Executive  any  Annual  Fixed Cash Bonus and any Annual
Incentive  Bonus with  respect to a prior  fiscal year which has accrued but has
not been paid  (together,  such bonus  payments  are  referred  to herein as the
"ACCRUED ANNUAL BONUS PAYMENTS");"

          D. Section 4.3(e) of the Employment Agreement is hereby amended in its
entirety to read as follows:

               "(e) pay Executive the Accrued Annual Bonus Payments;"

     SECTION 2. EFFECTIVENESS.

          This Second Amendment will become effective as of January 28, 1999.

     SECTION 3. MISCELLANEOUS.

          A. Full Force and Effect.

          Except as expressly provided in this Second Amendment,  the Employment
Agreement will remain unchanged and in full force and effect.

          B. Counterparts.

          This Second  Amendment may be executed in any number of  counterparts,
all of which taken together will constitute one and the same instrument, and any
of the parties  hereto may execute  this  Second  Amendment  by signing any such
counterpart.

          C. Arizona Law.

          It is the  intention  of the  parties  that the laws of  Arizona  will
govern the validity of this Second Amendment, the construction of its terms, and
the interpretation of the rights and duties of the parties.

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          IN WITNESS  WHEREOF,  the  parties  hereto have  executed  this Second
Amendment as of the date first above written.

                                        Company:

                                        MICROAGE, INC., a Delaware corporation


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

                                        Executive:


                                        /s/ Christopher J. Koziol
                                        ----------------------------------------
                                        Christopher J. Koziol

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