FIRST AMENDMENT TO THE

                      1997 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 January 29, 1997
("1997 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 1997 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 1997 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 1997
Split-Dollar  Agreement;

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

                                   AMENDMENTS:

     1.  Article II of the 1997 Split  Dollar  Agreement  is hereby  amended and
restated in its entirety as follows:

                                   ARTICLE II

          The premiums on the Policy are  Fifty-Six  Thousand Five Hundred Fifty
     Dollars and One Cent  ($56,550.01) per year. The Corporation  shall pay all
     premiums  necessary to keep the Policy in force  through the earlier of (i)
     the death of the Insured,  (ii) the  Insured's  attainment  of  alternative
     employment   or  (iii)   November   1,  2001  (the   "TERMINATION   DATE").
<PAGE>
     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 this  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.

     2.  Paragraph B of Article V of the 1997 Split  Dollar  Agreement is hereby
amended and restated in its entirety as follows:

          B. The Insured may  acquire the  Corporation's  interest in the Policy
     for an amount equal to the Corporation's security interest in the Policy as
     determined  in Article III,  paragraph A hereof.  The Insured must exercise
     his option to acquire the Corporation's interest in the Policy on or before
     the Termination Date.

     3.  Article VI of the 1997 Split  Dollar  Agreement  is hereby  amended and
restated  in its  entirety  as follows:

          A.  Subject to Article VI,  paragraph B below,  this  Agreement  shall
     terminate upon the occurrence of any of the following:

               1.   Surrender  or  acquisition  of the  Policy  by the  Insured,
                    pursuant to Article V of this Agreement.
               2.   Cessation of the corporate business.
               3.   Bankruptcy, receivership or dissolution of Corporation.
               4.   November 1, 2001.
               5.   The death of the Insured.
               6.   The Insured's attainment of alternative employment.

          B. If this Agreement is terminated  pursuant to Article VI,  paragraph
     A.2 or 3 above,  the Insured shall pay the  Corporation  an amount equal to
     the Corporation's  security interest in the Policy as determined in Article
     III,  paragraph A hereof.  Upon receipt of such  amounts,  the  Corporation
     shall  thereupon  execute  and  deliver  to the  Insured a  release  of the
     collateral  assignment  of the Policy.  If the  Insured  does not remit the
     amount equal to the Corporation's security interest within thirty (30) days
     of the event  described in paragraph A.2 or 3, then all  obligations of the
     Corporation  under this Agreement shall be terminated and the Insured shall
     transfer the ownership of the Policy to the Corporation.

          C. If this Agreement is terminated  pursuant to Article VI, paragraphs
     A.4 or A.6 above,  the Insured shall pay the Corporation an amount equal to
     the Corporation's  security interest in the Policy as determined in Article
     III,  paragraph A above.  If the Insured does not remit the amount equal to

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     the Corporation's security interest on or before the Termination Date, then
     all obligations of the Corporation under this Agreement shall be terminated
     and  the  Insured  shall  transfer  the  ownership  of  the  Policy  to the
     Corporation.

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

                                    MICROAGE, INC., a Delaware Corporation

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

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

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