THIRD AMENDMENT TO
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


     THIS THIRD  AMENDMENT  (this  "THIRD  AMENDMENT")  TO AMENDED AND  RESTATED
EMPLOYMENT  AGREEMENT,  as  amended,  is  entered  into as of this  30th  day of
September,  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 and the Second Amendment to the Amended and Restated Employment  Agreement,
dated January 28, 1999 (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:

                               A G R E E M E N T:

     SECTION 1. AMENDMENTS TO EMPLOYMENT AGREEMENT.

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

          "(g)  maintain  in full  force and  effect,  for  Executive's  and his
eligible  beneficiaries'  continued benefit, until the first to occur of (x) his
attainment of alternative  employment or (y) 24 months following the termination
date of his  employment  hereunder the employee  benefits  provided  pursuant to
Company-sponsored  benefit  plans,  programs  or  other  arrangements  in  which
Executive was entitled to participate as a full-time employee  immediately prior
to such termination in accordance with Section 2.4 hereof,  subject to the terms
and  conditions  of such  plans and  programs  (the  "Continued  Benefits").  If
Executive's continued participation is not permitted under the general terms and
provisions of such plans,  programs and arrangements,  the Company shall arrange
to provide  Executive with  Continued  Benefits  substantially  similar to those
which Executive  would have been entitled to receive under such plans,  programs
and arrangements; and in addition"

          B. Section 5.9 (a) of the  Employment  Agreement is hereby  amended in
its entirety to read as follows:

<PAGE>
          "(a) NON-COMPETITION. By execution of this Agreement, Executive agrees
that  during  his  employment  with the  Company  and for a period  of 24 months
following the date of expiration or termination of his employment hereunder (the
"Non-Competition  Period") for any reason  (whether  such  termination  shall be
voluntary or  involuntary),  Executive  will not,  within the United  States (in
which territory Executive acknowledges that the Company has sold or marketed its
products or services and conducted its Business, as defined in Section 5.9(d) as
of the date  hereof),  directly  or  indirectly,  compete  with the  Company  by
carrying on a business that is substantially similar to the Business.  Executive
agrees that the 24 month period  referred to in the preceding  sentence shall be
extended by the number of days included in any period of time during which he is
or was engaged in activities constituting a breach of this Section 5.9."

     SECTION 2. EFFECTIVENESS.

          This Third Amendment will become effective as of September 30, 1999.

     SECTION 3. MISCELLANEOUS.

          A. Full Force and Effect.

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

          B. Counterparts.

          This Third  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 Third  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 Third Amendment,  the construction of its terms, and
the interpretation of the rights and duties of the parties.


     IN WITNESS  WHEREOF,  the parties hereto have executed this Third 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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