FIRST AMENDMENT TO THE

                      1992 SPLIT-DOLLAR INSURANCE AGREEMENT

                                 BY AND BETWEEN

                         MICROAGE, INC. AND ALAN P. HALD

     This First Amendment to the Split-Dollar Insurance Agreement by and between
MicroAge, Inc., a Delaware corporation, and Alan P. Hald dated December 24, 1992
(the "1992 SPLIT-DOLLAR AGREEMENT") is made as of this 18th day of June, 1999.

                                R E C I T A L S:

     A. WHEREAS,  Alan P. Hald (the "INSURED") acquired insurance on his life in
accordance with the terms and provisions of the 1992 Split-Dollar Agreement; and

     B. WHEREAS, MicroAge, Inc. (the "CORPORATION") has paid all premiums due on
the Policy through November 12, 1999 in accordance with the terms and provisions
of the 1992 Split-Dollar Agreement; and

     C. WHEREAS,  the Corporation and the Insured have entered into an Agreement
and  General  Release  (the  "SEPARATION  AGREEMENT")  regarding  the  Insured's
separation from his employment with the Corporation  effective as of November 1,
1999; and

     D. WHEREAS,  the  Separation  Agreement  requires the amendment of the 1992
Split-Dollar Agreement;

     NOW,  THEREFORE,  the  parties,  in  consideration  of the mutual  promises
contained herein, hereby agree as follows:

                                  AMENDMENTS:

     1.  Section 1 of the 1992  Split-Dollar  Agreement  is hereby  amended  and
restated in its entirety as follows:

                                   SECTION 1

                          ISSUANCE, OWNERSHIP, PREMIUMS

     The  Insurer  shall  issue the Policy to the  Executive,  who shall own the
Policy, subject to the Company's rights recited hereinafter.
<PAGE>
     The Company  shall pay all required  premiums of at least $58,000 until the
earlier  of (i) the  Executive's  death,  (ii)  the  Executive's  attainment  of
alternative  employment,  or (iii)  November 1, 2001 (the  "TERMINATION  DATE").
Notwithstanding  the foregoing,  if the Insured attains  alternative  employment
prior to his death and prior to November 1, 2001, the Termination  Date will not
occur until the earlier of the  Insured's  death or November 1, 2001;  provided,
however,  that  the  Insured  notifies  the  Corporation  in  writing  that  the
split-dollar benefits offered by the alternative employer for similarly situated
executives  are less  favorable  than  those  available  under the Split  Dollar
Agreement and the Corporation,  in the exercise of good faith business judgment,
concurs, and, provided further, that the Insured waives any right to receive any
split-dollar  benefits from the alternative employer during the time MicroAge is
providing  such  benefits.   The  Executive  agrees  to  report  taxable  income
attributable to the Policy as required under applicable  rulings of the Internal
Revenue Service.

     The total death  benefit  under the Policy  shall be of whatever  amount is
selected  by the  Company,  so long as the  proceeds  of the Policy are at least
adequate to pay Executive's designated beneficiary the $1,000,000 death benefit.
The  Policy  shall  be  dividend-bearing,  and the  dividends  shall  be used to
purchase  additional  amounts of paid-up life insurance on the Executive's life.
Neither an insured amount in excess of the $1,000,000 nor the additional amounts
provided by  application of dividends  shall expand the Company's  obligation to
provide the stated death benefit of $1,000,000.

     Photostatic  copies  of  the  Policy,   including  the  policy  application
therefor, shall be attached as exhibits to this Agreement.

     During  the term of this  Agreement,  the  Company  will not  exercise  nor
withhold its consent to the  exercise by Policy Owner of any rights,  privileges
or options  conferred  by the terms of the Policy on the Insured  other than the
right to borrow (which shall require the prior written consent of the Company as
set forth herein). With the prior written consent of the Executive,  the Company
may borrow against the aggregate cash value in the Policy.

                                      -2-
<PAGE>
     2.  Section 4 of the 1992  Split-Dollar  Agreement  is hereby  amended  and
restated in its entirety as follows: SECTION 4

                                   TERMINATION

     Upon the earlier of the Executive's attainment of alternative employment or
November 1, 2001,  the Policy Cash Value shall be paid to the  Company,  and the
Policy shall  become  solely the  property of the  Executive.  Any cash value in
excess of the Policy Cash Value shall be the property of the Executive.

     3.  Section 5 of the 1992  Split-Dollar  Agreement  is hereby  amended  and
restated in its entirety as follows:

                                    SECTION 5

                              COLLATERAL ASSIGNMENT

     Notwithstanding  that the Executive is the owner of the Policy, the Company
has certain rights thereto as provided herein.  The Executive has a right to (i)
$1,000,000 in death  proceeds if he dies prior to the earlier of his  attainment
of alternative  employment or November 1, 2001 and (ii) any cash value in excess
of the Policy  Cash Value.  Upon the  Executive's  death,  so much of the Policy
proceeds as exceeds $1,000,000 shall be paid by the Insurer to the Company. Upon
the earlier of the Executive's  attainment of alternative employment or November
1, 2001,  the Policy  Cash Value  shall be paid by the  Insurer to the  Company.
These rights of the Company as amended by the First Amendment to this Agreement,
shall be written  into an amended  collateral  assignment  of the Policy,  which
shall be executed by the  Executive,  delivered  to the Company and made part of
this Agreement.

     4. Paragraph (1) of Section 6 of the 1992 Split-Dollar  Agreement is hereby
amended and restated in its entirety as follows:

     (1) This  Agreement  shall  terminate  upon the earlier of the  Executive's
attainment of alternative employment or November 1, 2001.

                                      -3-
<PAGE>
     IN WITNESS  WHEREOF,  the parties hereto have executed this First Amendment
as of the date first above written.

                                    MICROAGE, a Delaware Corporation

                                    /s/ JAMES R. DANIEL
                                    --------------------------------------------
                                    James R. Daniel
                                    Executive Vice President and Chief Financial
                                    Officer

                                    /s/ ALAN P. HALD
                                    --------------------------------------------
                                    Alan P. Hald

                                      -4-
<PAGE>
                          AMENDED COLLATERAL ASSIGNMENT

                   Under Policy Number 12331341 (the "Policy")
            Issued by The Northwestern Mutual Life Insurance Company
                     Policy Owner and Insured: Alan P. Hald

     In compliance with the First Amendment to the 1992  Split-Dollar  Insurance
Agreement  By and Between  MicroAge,  Inc. and Alan P. Hald dated as of June 18,
1999,  Alan P. Hald (the "Policy  Owner")  hereby agrees to assign the following
interests in the Policy to MicroAge, Inc. (the "Company"):

     (1)  If  Policy  Owner  dies  prior to the  earlier  of his  attainment  of
          alternative  employment or November 1, 2001, The  Northwestern  Mutual
          Life Insurance  Company  ("NML") shall pay any Policy death benefit in
          excess of $1,000,000 to the Company.

     (2)  Upon  the  earlier  of  Policy   Owner's   attainment  of  alternative
          employment  or November  1, 2001,  NML shall pay the Policy Cash Value
          (i.e.,  the  lesser  of the  total  cash  value of the  Policy  or the
          aggregate amount of premiums paid by the Company) to the Company.

     (3)  The  Policy  Owner  shall be the owner of the  Policy,  subject to the
          interests  assigned to the Company herein.  The Policy Owner alone may
          exercise  all of the rights and  privileges  specified  in the Policy,
          except  neither  Policy  Owner nor  Company  may  borrow  against  the
          aggregate cash value in the Policy without the written consent of both
          parties.

DATED: June 18, 1999

                                    /s/ ALAN P. HALD
                                    --------------------------------------------
                                    Alan P. Hald

                                    MICROAGE, INC., a Delaware Corporation

                                    /s/ JAMES R. DANIEL
                                    --------------------------------------------
                                    James R. Daniel
                                    Executive Vice President and Chief
                                    Financial Officer

                                       -5-