AGREEMENT AND GENERAL RELEASE


     This Agreement and General  Release  (hereinafter  "Agreement")  is entered
into this 18th day of June,  1999, in the County of Maricopa,  State of Arizona,
among  MicroAge,  Inc., a Delaware  corporation  ("MicroAge"),  and Alan P. Hald
("Executive").

                                    RECITALS

     WHEREAS,  Executive is currently  serving as the  Secretary of MicroAge and
President of MicroAge Enterprises, Inc.;

     WHEREFORE,  the parties  have agreed  that it is in their  respective  best
interests to amicably  resolve all matters  relative to  Executive's  employment
with  MicroAge and  separation  therefrom  pursuant to the  following  terms and
conditions:

                                       I.

     MicroAge  covenants  and agrees to  provide  Executive  with the  severance
benefits  specified  in  paragraphs  1-14 on  Exhibit  A  attached  hereto  (the
"Severance  Benefits") and the additional benefits specified in paragraphs 15-23
on  Exhibit  A  attached  hereto  (the  "Additional   Benefits").   The  parties
acknowledge and agree that the Severance  Benefits  provided to Executive as set
forth on Exhibit A are provided pursuant to the Amended and Restated  Employment
Agreement,  dated as of November 4, 1996, by and between  MicroAge and Executive
(the  "Employment  Agreement").  The parties  agree that  MicroAge  will make no
payments of Additional  Benefits hereunder until Executive signs and returns the
"Non-Revocation" form attached hereto as Exhibit B.

     Executive's  separation  from employment with MicroAge will be effective as
of November 1, 1999 (the "Separation Date").

     Executive hereby acknowledges receipt of an advanced payments in the amount
of Seventy  Thousand Dollars  ($70,000),  less applicable taxes on June 1, 1999,
and Thirty Two Thousand Eight Hundred Thirty Five and 32/100 ($32,835.32),  less
applicable taxes, on June 3, 1999. Such advance payment amounts will be deducted
from the payments  Executive  receives on the Payment Date (as defined below) in
accordance with his Severance Benefits.

     It is  expressly  understood  and agreed  that,  other  than the  severance
benefits  being  provided  to  Executive  pursuant  to this  Agreement,  neither
MicroAge nor any of its  affiliates  is otherwise  indebted to Executive for any
other damages, wages, benefits, or reimbursements.

                                       II.

     In exchange for the promises set forth in Paragraph I above, Executive does
hereby forever release,  discharge,  cancel,  waive, and acquit, for himself and
for  his  marital  community,  heirs,  executors,  administrators  and  assigns,
MicroAge and any and all of its  affiliates,  subsidiaries,  corporate  parents,
agents, officers, owners, employees,  attorneys,  successors and assigns, of and

<PAGE>
from  any and all  rights,  claims,  demands,  causes  of  action,  obligations,
damages,   penalties,  fees,  costs,  expenses,  and  liability  of  any  nature
whatsoever which Executive has, had or may hereafter have against them or any of
them,  arising out of, or by reason of any cause,  matter,  or thing  whatsoever
existing as of the date of execution  of this  Agreement,  WHETHER  KNOWN TO THE
PARTIES AT THE TIME OF EXECUTION OF THIS  AGREEMENT OR NOT.  This FULL WAIVER OF
ALL CLAIMS includes,  without limitation,  attorney's fees, any claims, demands,
or causes of action arising out of, or relating in any manner whatsoever to, the
employment and/or  termination of the employment of Executive,  such as, BUT NOT
LIMITED TO, any charge,  claim,  lawsuit or other  proceeding  arising under the
Civil Rights Act of 1866,  1964, Title VII as amended by the Civil Rights Act of
1991, the Americans with Disabilities Act, the Age  Discrimination in Employment
Act (ADEA), the Labor Management  Relations Act, the Employee  Retirement Income
Security Act, the Consolidated Omnibus Budget Reconciliation Act, the Fair Labor
Standards Act, the Arizona Civil Rights Act, Workman's  Compensation  Claims, or
any other federal,  state,  or local statute.  Executive  further  covenants and
agrees  not to  institute,  nor cause to be  instituted,  any legal  proceeding,
including filing any claim or complaint with any government  agency alleging any
violations of law or public policy, against MicroAge and/or any and all of their
affiliates,   subsidiaries,   corporate  parents,  agents,   officers,   owners,
employees,  successors  and  assigns  premised  upon any  legal  theory or claim
whatsoever,  including without limitation,  contract,  tort, wrongful discharge,
personal injury, interference with contract, defamation,  negligence, infliction
of emotional  distress,  fraud,  or deceit,  except to enforce the terms of this
Agreement.

                                      III.

     Executive  acknowledges  that he is a  participant  in the  MicroAge,  Inc.
Executive  Supplemental Savings Plan (the "ESSP") and the Supplemental Executive
Retirement  Plan of MicroAge,  Inc. (the "SERP" and together with the ESSP,  the
"Plans"). Executive agrees that he is fully aware of his rights and entitlements
under  the  Plans.  Executive  acknowledges  that  he  is  entitled  to  receive
non-qualified  deferred compensation benefits equal to his account balance under
the ESSP  (which as of January 31, 1999 was  $38,911.13).  He also  acknowledges
that he is entitled to receive a benefit under the SERP which is currently being
calculated  pursuant  to the  formula  set forth in the SERP.  The  amounts  due
Executive  under the ESSP and the SERP (the  "Benefits")  are  payable  within a
reasonable time following the Separation Date.  Executive  understands  that, at
Executive's  request,  the Compensation  Committee is willing to credit him with
additional  Benefit  Accrual  Service (as such term is defined in the SERP),  so
that as of his Separation Date he will have a total of four (4) years of Benefit
Accrual Service under the SERP,  which will result in an increase in the benefit
payable to Executive  under the SERP.  Executive  further  understands  that, at
Executive's  request,  the  Compensation  Committee is willing to accelerate the
payment of the Benefits to May 31, 1999, or as soon  thereafter as is reasonably
practicable,  as opposed to the Separation Date. The Compensation  Committee has
taken  appropriate  action to authorize the  acceleration  of the payment of the
Benefits and the increase in the Benefit Accrual  Service  credited to Executive
under the SERP.

     In exchange for the early  payments under the Plans and for the increase in
his Benefit  Accrual  Service as set forth above,  Executive does hereby forever
release,  discharge,  cancel, waive, and acquit, for himself and for his marital
community,  heirs, executors,  administrators and assigns,  MicroAge and any and
all  of its  affiliates,  subsidiaries,  corporate  parents,  agents,  officers,

                                      -2-
<PAGE>
owners,  employees,  attorneys,  successors and assigns, of and from any and all
rights, claims,  demands,  causes of action,  obligations,  damages,  penalties,
fees,  costs,  expenses,  and liability of any nature whatsoever which Executive
has, had or may hereafter  have against them or any of them,  arising out of his
participation  in the ESSP or the SERP, the accrual or payment of benefits under
the ESSP or the SERP, or the  termination of the  Executive's  participation  in
either  the  ESSP or the  SERP,  WHETHER  KNOWN  TO THE  PARTIES  AT THE TIME OF
EXECUTION OF THIS AGREEMENT OR NOT.

                                       IV.

     The  parties  and  their  respective  attorneys  agree  to hold  in  strict
confidence the terms and conditions of this Agreement.  The parties covenant and
agree that neither they nor their attorneys will, either directly or through any
other person, agent or representative,  discuss publicly or privately the nature
or content of this Agreement with any non-party to this Agreement,  except as to
either party's  accountants,  any state tax  department or the federal  Internal
Revenue  Service,  or any other  state or  federal  official  in  response  to a
legitimate inquiry.

                                       V.

     Executive,  by his  execution of this  Agreement,  avows that the following
statements are true:

     A. That he has been given the  opportunity and has in fact read this entire
Agreement, that it is in plain language, and has had all questions regarding its
meaning answered to his satisfaction;

     B. That he has been advised to seek  independent  advice and/or  counsel of
his choosing and that he has been given the full opportunity to seek such advice
and/or counsel;

     C. That he fully understands the contents of this Agreement and understands
that it is a FULL WAIVER OF ALL CLAIMS, including arbitration claims and awards,
against Executive,  including any rights under the ADEA and as to ADEA claims is
not a waiver of future claims;

     D. That this FULL  WAIVER  OF ALL  CLAIMS is given in return  for  valuable
consideration, as provided under the terms of this Agreement;

     E. That he enters into this Agreement knowingly and voluntarily in exchange
for the promises referenced in this Agreement and that no other  representations
have been made to him to induce or influence  his  execution of this  Agreement.
Executive has been given at least  twenty-one (21) days within which to consider
this Agreement  before signing and seven (7) days following his execution of the
Agreement to revoke this Agreement.  The Agreement shall not become effective or
enforceable until the foregoing  revocation period has expired and Executive has
signed and returned the "Non-Revocation" form attached hereto as Exhibit B; and

     F. That he  understands  his  continuing  obligations  under the Employment
Agreement,  including  but not limited to his  obligations  (a) to maintain  the
confidentiality   of  Confidential   Information  (ss.  5.1  of  the  Employment
Agreement),  and  (b) not to  compete  with  MicroAge  or its  affiliates  for a

                                      -3-
<PAGE>
twenty-four month period (ss. 5.9 of the Employment Agreement). Without limiting
the  generality  of   Executive's   non-competition   obligations,   during  the
Non-Competition   Period  (as  defined  in  Section  5.9(a)  of  the  Employment
Agreement) Executive agrees that Executive will not, either within or outside of
the  Business  territory  (as  defined  in  Section  5.9(a)  of  the  Employment
Agreement),  act as an agent,  representative,  consultant,  officer,  director,
member,  independent contractor, or employee of Arrow Electronics,  Inc.; Avnet,
Inc.;  Cambridge  Research  Associates,  Inc.;  CHS  Electronics,  Inc.;  Compaq
Computer  Corporation;   CompuCom  Systems,   Inc.;  CompUSA,  Inc.;  En  Pointe
Technologies,   Inc.;  Entex  Information  Services;  GE  Capital;  Ikon  Office
Solutions,  Inc.;  Inacom Corp;  Ingram  Micro,  Inc.;  Merisel,  Inc.;  Pomeroy
Computer Resources,  Inc.; Sarcom; Tech Data Corporation;  Xerox Connect; or any
Affiliates or successors of the foregoing.

                                       VI.

     The parties confirm their continuing  obligations under Section 5.10 of the
Employment Agreement, which provides as follows:

     During the term of this Agreement and the Non-Competition  Period,  neither
     Executive  nor the Company  shall  disparage  the other,  and neither shall
     disclose to any third party the conditions of Executive's  employment  with
     the Company  except as may be required  (i) pursuant to  applicable  law or
     regulations,  including the rules and  regulations  of the  Securities  and
     Exchange Commission, (ii) to effectuate the provisions of employee plans or
     programs and insurance policies, or (iii) as may be otherwise  contemplated
     herein or unless such information  becomes publicly available without fault
     of the party making such disclosure.

                                      VII.

     Notwithstanding  anything  contained  in  Section  5.9  of  the  Employment
Agreement or Article V.F of this Agreement (the "Noncompetition  Agreement"), or
in the  amendments  to the  Split-Dollar  Agreements  (as  defined in Exhibit A,
paragraph  8),  or  paragraphs  8 and 17 of  Exhibit  A, in the  event  MicroAge
defaults in the payment or maintenance of medical or dental  benefits  specified
in  paragraphs  4 and  16 of  Exhibit  A,  split-dollar  benefits  specified  in
paragraphs 8 and 17, or disability  benefits specified in paragraphs 9 and 18 of
Exhibit A ("MicroAge Default"),  Executive will be released from his obligations
under the  Noncompetition  Agreement and MicroAge will transfer the split-dollar
Policies (as such term is defined in each  Split-Dollar  Agreement) to Executive
and will release  Executive from any and all  obligations to reimburse  MicroAge
for premiums paid on the Policies.

     In the event of a MicroAge  Default,  Executive must give written notice of
the MicroAge  Default  ("Notice") to MicroAge.  MicroAge shall have fifteen (15)
days to cure the such default  ("Cure  Period")  after  Notice is  received.  If
MicroAge fails to cure the MicroAge  Default  within the Cure Period,  Executive
has  the  option  to  either  (a) be  relieved  of  his  obligations  under  the
Noncompetition  Agreement  and to receive the Policies and be released  from any
and all obligations to reimburse MicroAge for premiums paid on the Policies (the
"Noncompete and Split-Dollar Release") or (b) to pursue available legal remedies
against MicroAge for the MicroAge Default.  In order to elect the Noncompete and
Split-Dollar  Release,  Executive  must  give  MicroAge  written  notice of such

                                      -4-
<PAGE>
election within fifteen (15) days after the end of the Cure Period. If Executive
elects the Noncompete and Split-Dollar  Release,  the  Noncompetition  Agreement
will be  terminated,  and  MicroAge  will be released  from its  obligations  to
provide medical,  dental,  split-dollar or disability benefits to Executive, the
MicroAge  Default will be deemed to have been cured,  and Executive will have no
right to pursue any claims against MicroAge or any of its affiliates as a result
of the  MicroAge  Default.  In the  event  Executive  elects  a  Noncompete  and
Split-Dollar  Release,  such  release  shall be deemed to be an amendment to the
Employment  Agreement and MicroAge and  Executive  will enter into any necessary
amendments  to the  Split-Dollar  Agreements  to  effectuate  the  terms of this
Article VII.

                                      VIII.

     This Agreement  shall be governed in all respects,  whether as to validity,
construction,  capacity,  performance, or otherwise, by the laws of the State of
Arizona,  and no action  involving  this  Agreement may be brought except in the
Superior  Court for the State of Arizona or the Federal  District  Court for the
District of Arizona.

                                       IX.

     If any provision of this Agreement or the application thereof is held to be
invalid,  void, or unenforceable for whatever reason,  the remaining  provisions
not so declared  shall  nevertheless  continue in full force and effect  without
being impaired in any manner whatsoever.

                                       X.

     This  Agreement  constitutes  the sole and  entire  Agreement  between  the
parties hereto,  and supersedes any and all  understandings  and agreements made
prior  hereto,  other than the  Employment  Agreement.  There are no  collateral
understandings, representations, or agreements other than those contained herein
or in the Employment  Agreement.  It is understood and agreed that the execution
of this Agreement by MicroAge is not an admission of liability on their parts to
Executive,  but is an agreement to put to rest any claim of any kind  whatsoever
relating to the employment  relationship  or otherwise,  except that the parties
may enforce their respective rights under the Employment Agreement to the extent
they  are  not  inconsistent  with  this  Agreement.  IN  WITNESS  WHEREOF,  the
undersigned parties have signed this Agreement on the date indicated herein.

                CAUTION! THIS IS A RELEASE! READ BEFORE SIGNING!

MICROAGE, INC. ALAN P. HALD


By: /s/ James R. Daniel                    /s/ Alan P. Hald
    -------------------                    ----------------

Its: Executive Vice President
     Chief Financial Officer

Date: June 18, 1999                        Date: June 18, 1999

                                      -5-
<PAGE>
                                  VERIFICATION

STATE OF ARIZONA           )
                           ) ss.
County of Yavapai          )


     On this 18th day of June, 1999,  before me, the undersigned  Notary Public,
personally  appeared  Alan P. Hald,  known to me to be the person  whose name is
subscribed to the within instrument,  and acknowledged that he executed the same
for the purpose therein contained.

          IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                        /s/ Emily Culpepper
                                        ----------------------------------------
                                        Notary Public


My Commission Expires March 29, 2002
                      --------------

                                      -6-
<PAGE>
                                    EXHIBIT A

                               SEVERANCE BENEFITS

     1.  LUMP  SUM  PAYMENTS.  Promptly  following  MicroAge's  receipt  of  the
Non-Revocation form attached hereto as Exhibit B (such date hereinafter referred
to as the  "Payment  Date"),  MicroAge  will pay  Executive  a lump  payment  of
$1,066,002  which is equal to three (3) times the sum of (1) his base  salary in
effect immediately prior to his termination  ($325,000) plus, (2) the average of
the  Annual  Bonuses  paid to him for the three  (3)  fiscal  years  immediately
preceding fiscal year 2000 ($30,334).

     2. ACCRUED  VACATION  DAYS.  As of June 1, 1999,  Executive  has 141 unused
accrued  vacation days (the "Accrued  Vacation  Days").  MicroAge will reimburse
Executive  for  such  unused  accrued  vacation  days  in  an  amount  equal  to
Executive's current annual base salary ($325,000) multiplied by a fraction,  the
numerator of which is the number of unused accrued  vacation days (141), and the
denominator  of which is 260. On the Payment  Date,  MicroAge will pay Executive
One Hundred  Seventy Six Thousand Two Hundred and Fifty Dollars  ($176,250)  for
these accrued  unused  vacation days. No vacation days will accrue after May 31,
1999.

     3.  REIMBURSABLE  EXPENSES.  MicroAge  will,  in  accordance  with standard
policies,  reimburse  Executive  for all  reasonable  travel and other  expenses
incurred  by  Executive   prior  to  the  Separation   Date  and  submitted  for
reimbursement within seven (7) days of the Separation Date.

     4. MEDICAL AND DENTAL  PLANS.  Executive  is entitled to continue  coverage
under  the  medical  and  dental  plans  in  which  Executive  was  entitled  to
participate as a full-time employee  immediately prior to the Separation Date in
accordance with the standard COBRA rules. Executive's coverage will continue for
up to  twenty-four  (24) months  after the  Separation  Date (until  November 1,
2001),  subject to the  limitations  noted  below,  rather than the  standard 18
months provided by COBRA.  In addition,  until the first to occur of Executive's
attainment  of  alternative  employment  or November 1, 2001,  (i) MicroAge will
contribute  towards  the  monthly  premium  payments  in an amount  equal to the
contribution that MicroAge would have made had Executive  continued as an active
MicroAge associate;  and (ii) Executive will pay the balance of the premiums. In
the event Executive  obtains  alternative  employment prior to November 1, 2001,
and subject to Paragraph 16,  MicroAge will no longer  contribute to the premium
cost and Executive will be required to pay the full premium in order to continue
medical  and/or  dental  benefits  starting  on the  first  day  of  Executive's
employment by an alternative employer. The period of continued coverage provided
by this  paragraph  will apply  towards  Executive's  allowed 18 months of COBRA
coverage.

     5. 401(K) PLAN.  Executive  participates in the MicroAge Retirement Savings
Plan (the "401(k)  Plan").  Executive  has received  information  regarding  his

                                      -7-
<PAGE>
options under the 401(k) Plan. Any questions regarding the 401(k) Plan should be
directed  to  Patricia  Vincent  at  366-2287.  As of the  Separation  Date,  no
additional contributions will be made to the 401(k) Plan.

     6. ESSP.  Pursuant  to  Paragraph  III of this  Agreement,  Executive  will
receive as soon as practicable  following the Payment Date, the account  balance
under the ESSP which was valued at $38,911.13 as of January 31, 1999. There will
be no amounts  transferred  from the ESSP into the 401(k)  Plan for fiscal  year
1999, since all amounts previously  deferred by Executive will be distributed to
him.  Executive will be ineligible to make additional  contributions to the ESSP
as of May 31, 1999.

     7. SERP.  Pursuant to Paragraph III of this Agreement,  on the Payment Date
or as soon  thereafter as is reasonably  practicable,  Executive  will receive a
lump sum SERP  payment  which is  currently  being  calculated  pursuant  to the
formula set forth in the SERP.

     8. SPLIT-DOLLAR  INSURANCE  AGREEMENT.  Executive and MicroAge entered into
two Split-Dollar Insurance Agreements, dated as of December 24, 1992 and January
27,  1997  (the  "Split-Dollar  Agreements").   Subject  to  Paragraph  17,  and
notwithstanding  anything  contained  in  the  Split-Dollar  Agreements  to  the
contrary,  MicroAge  will cause the  Split-Dollar  Agreements  to remain in full
force and effect and will continue to make the premium  payments that become due
until the first to occur of (a) Executive's attainment of alternative employment
or  (b)  November  1,  2001  (the  "Termination  Date").  For  purposes  of  the
Split-Dollar  Agreements,  Executive  will be  deemed  to have  terminated  from
employment  on the earlier of his death or the  Termination  Date.  MicroAge and
Executive  will  enter  into an  amendment  to the  Split-Dollar  Agreements  to
effectuate  the  terms  of this  Paragraph  8. The  rights  and  obligations  of
Executive  and  MicroAge  then will be  determined  pursuant to the terms of the
Split-Dollar Agreements, as amended.

     9.  DISABILITY  INSURANCE.  Executive  currently has  disability  insurance
pursuant to separate policies:  (1) the UNUM Group Disability Policy (the "Group
Policy")  and (2) two  UNUM  Individual  Disability  Policies  (the  "Individual
Policies").  The Group Policy will terminate as of the Separation Date.  Subject
to Paragraph 18,  MicroAge will cause the Individual  Policies to remain in full
force and effect until the Termination Date.

     10. STOCK OPTIONS.  During Executive's employment Executive was granted the
following stock options:

          A.  Pursuant to a Letter  Award dated June 15, 1994  ("Letter  Award")
     under the 1989 Stock  Option  Plan,  Executive  was  granted  the option to
     purchase a total of 40,000 shares of MicroAge common stock,  par value $.01
     per share at an exercise  price of $10.42 per share.  As of the  Separation
     Date,  Executive has 40,000 unexercised vested options.  In accordance with
     the terms of the Letter Award,  all options  thereunder  expire on July 13,
     1999 and will not be extended pursuant to Paragraph 15.

          B. Pursuant to the 1994 Stock Option Grant Letter dated as of December
     13,  1995 (the "1995  Grant  Letter")  Executive  was granted the option to

                                      -8-
<PAGE>
     purchase a total of 10,000 shares of MicroAge common stock,  par value $.01
     per share at an  exercise  price of $8.75 per share.  As of the  Separation
     Date,  Executive has 6,000 unexercised  vested options.  In accordance with
     the terms of the 1995 Grant Letter, all options thereunder terminate on the
     Separation Date.

          C.  Pursuant to the 1994  Long-Term  Incentive  Plan  Incentive  Stock
     Option Award dated as of December 4, 1996 (the "1996 Letter") Executive was
     granted the option to purchase a total of 5,000  shares of MicroAge  common
     stock,  par value $.01 per share at an exercise  price of $24.00 per share.
     As of the Separation Date,  Executive has 2,000 unexercised vested options.
     In  accordance  with the terms of the 1996 Letter,  all options  thereunder
     will terminate on the Separation Date.

     11.  MANAGEMENT  EQUITY  PROGRAMS.  Pursuant to the 1994 Management  Equity
Program  Award  Agreement  dated  December  9, 1993 (the "1994 MEP  Agreement"),
Executive  received  125,638  options as a result of his election to restructure
his  compensation  package by  reducing  his fiscal  year 1994,  1995,  and 1996
compensation.  In accordance  with the terms of the 1994 MEP  Agreement,  on the
Separation  Date,  Executive  will have 83,760  vested  options.  Following  the
Separation  Date,  Executive's  options will  continue to vest under the vesting
schedule set forth in Section 6 of the 1994 MEP Agreement.

     12. DEMAND REGISTRATION RIGHTS.  Section 4.3(j) of the Employment Agreement
grants Executive the rights to registration under the Securities Act of 1933, as
amended, of his shares of Common Stock. MicroAge is under certain obligations in
the event Executive  exercises his demand registration rights during the 2 years
following his termination of employment.  In order for Executive to exercise his
demand  registration  rights,  he must request  that at least  50,000  shares be
registered.

     13.   TERMINATION  PUT.  Pursuant  to  Section  4.3(k)  of  the  Employment
Agreement, in the event of Executive's death during the six (6) months following
his  Separation  Date,  his estate,  his spouse at the date of his death and his
children  and trusts  (the  "Designated  Beneficiaries")  have the  option  (the
"Termination Put") to sell to MicroAge within 180 days of the date of his death,
the shares owned by such Designated Beneficiaries.  A Designated Beneficiary has
this option only if the Designated  Beneficiaries  together own more than 50,000
shares of Common Stock of MicroAge.

     14.  EXCISE  TAX  PAYMENT.  Pursuant  to  Section  4.5  of  the  Employment
Agreement, if any payment made to Executive pursuant to the Employment Agreement
is subject to an excise tax imposed by Code Section 4999 (including any interest
or penalties incurred by Executive  relating to such excise tax),  MicroAge will
make an additional payment to Executive in an amount equal to such excise tax.

     15.  EXTENSION OF OPTIONS.  MicroAge  will  request  that the  Compensation
Committee  allow the  options  granted  in  Paragraph  10  sections  B and C, to
continue to vest as if Executive's  employment continued until November 1, 2000,
and to extend the  exercise  period of all such  options  for twelve (12) months
after the Separation Date (November 1, 2000).

                                      -9-
<PAGE>
     16. HEALTH  BENEFITS.  Notwithstanding  anything  contained in Paragraph 4,
MicroAge will cease making  contributions  to the monthly  premium  payments for
Executive's   medical  and  dental  coverage  upon  Executive's   attainment  of
alternative  employment  unless (i) Executive  notifies MicroAge in writing that
the  benefits  offered  by  the  alternative  employer  for  similarly  situated
executives are less favorable than those available  under the MicroAge  policies
and MicroAge, in the exercise of good faith business judgment, concurs, and (ii)
Executive  waives any right to receive any medical  and/or dental  benefits from
the  alternative  employer  during the time MicroAge is providing such benefits.
This Paragraph 16 shall constitute an amendment to the Employment Agreement.

     17.  EXTENSION  OF  SPLIT-DOLLAR   AGREEMENTS.   Notwithstanding   anything
contained in Paragraph 8,  MicroAge  will cease  making  premium  payments  that
become due pursuant to the Split-Dollar  Agreements upon Executive's  attainment
of alternative employment unless (i) Executive notifies MicroAge in writing that
the  split-dollar  benefits  offered by the  alternative  employer for similarly
situated  executives are less favorable than those  available under the MicroAge
policies and MicroAge, in the exercise of good faith business judgment, concurs,
and (ii) Executive  waives any right to receive any  split-dollar  benefits from
the alternative employer during the time MicroAge is providing such benefits.

     18. DISABILITY BENEFITS. Notwithstanding anything contained in Paragraph 9,
MicroAge  will  cease  making  the  premium  payments  to  maintain  Executive's
Individual Policies upon Executive's attainment of alternative employment unless
Executive  notifies MicroAge in writing that the disability  benefits offered by
the alternative  employer for similarly  situated  executives are less favorable
than those available under the MicroAge  policies and MicroAge,  in the exercise
of good faith business judgment,  concurs. This Paragraph 18 shall constitute an
amendment to the Employment Agreement.

     19. PRODUCT PURCHASE  BENEFITS.  Executive may purchase the cellular phone,
palm top,  personal computer and docking station Executive has been using during
his employment with MicroAge at a price equal to their  depreciated book values.
If Executive  elects to purchase such items,  Executive will contact  Jeffrey D.
McKeever on or before the Separation Date.

     20. EMPLOYMENT REFERENCE. MicroAge agrees to provide a reference and reason
for  Executive's  separation  that is consistent  with a statement  that will be
mutually agreed to by MicroAge and Executive.

     21. FUTURE EMPLOYMENT.  ASU has proposed an Executive In Residence position
for Executive  beginning on August 1, 1999 for a one-year period.  This position
will not be considered  alternative employment for purposes of continuing health
benefits under this Agreement.

     22. MICROAGE CO-FOUNDER.  MicroAge  acknowledges that Executive may use the
term "MicroAge Co-Founder" in whatever context Executive deems appropriate.

     23.  TELEPHONE  LINE AND E-MAIL  ADDRESS.  Executive  will be  entitled  to
maintain  his  MicroAge   telephone   number   (366-2337)   and  e-mail  address
(ahald@microage.com)  for a period of two (2)  years  following  the  Separation
Date.

                                      -10-

<PAGE>
                                    EXHIBIT B

                                 NON-REVOCATION
                        AS OF THE DATE SHOWN ON THIS FORM


     By  signing  below,  I hereby  verify  that I have  chosen not to revoke my
agreement to, and execution of, the Agreement and General Release.  My signature
confirms my renewed  agreement  to the terms of that  Agreement,  including  the
release  and waiver of any and all claims  relating  to my  employment  with the
Employer and its  successors,  assigns,  and  affiliated  companies,  and/or the
termination of that employment.

     I hereby  acknowledge that the payments made pursuant to Paragraphs 1, 2, 6
and 7 of Exhibit A are being  accelerated  and therefore  constitute  Additional
Benefits under the Agreement.



/s/ Alan P. Hald                            June 30, 1999
----------------                            -------------
Alan P. Hald*                               Date


*Do not sign,  date, or return this document until eight (8) days after you sign
the  Agreement  and General  Release.  The signed and dated  document  should be
returned  to Matthew P.  Feeney,  Snell & Wilmer  L.L.P.,  One  Arizona  Center,
Phoenix, Arizona 85004.

                                      -11-

<PAGE>
                                  VERIFICATION


STATE OF ARIZONA           )
                           ) ss.
County of Maricopa         )


          On this ____ day of  __________,  1999,  before  me,  the  undersigned
Notary Public,  personally  appeared Alan P. Hald,  known to me to be the person
whose name is  subscribed to the within  instrument,  and  acknowledged  that he
executed the same for the purpose therein contained.

          IN WITNESS WHEREOF, I hereunto set my hand and official seal.



                                        ----------------------------------------
                                        Notary Public


My Commission Expires ______________

                                      -12-