MICROAGE, INC.
                              DIRECTOR'S FEE WAIVER
                                DIANNE C. WALKER


RETAINER FEES                                                            $10,000

I hereby  elect to waive the  following  amount of the  retainer  fees
payable to me for the next four quarters:

     THE  ANNUAL  RETAINER  IS  $18,000  AND IS  PAID  IN  ARREARS  IN
     QUARTERLY INSTALLMENTS OF $4,500 EACH. YOU MAY ELECT TO WAIVE ALL
     OR A  PORTION  OF EACH  QUARTERLY  INSTALLMENT  FOR THE THIRD AND
     FOURTH  QUARTERS  OF THE  CURRENT  FISCAL  YEAR AND THE FIRST AND
     SECOND  QUARTERS OF THE FISCAL YEAR THAT WILL END IN 2000. IF YOU
     WOULD LIKE TO WAIVE ANY PORTION OF THESE  FEES,  WRITE THE AMOUNT
     OF THE TOTAL  RETAINER FEES TO BE WAIVED ON THE BLANK LINE TO THE
     RIGHT.  THE AMOUNT YOU WAIVE WILL BE CHARGED  EQUALLY AGAINST THE
     FOUR QUARTERLY INSTALLMENTS.

BOARD MEETING FEES                                                       $______

I hereby  elect to waive  the  following  amount of my  regular  Board
meeting fees for the six $_______  regularly  scheduled Board meetings
between May 1, 1999 and April 30, 2000:

     THE MAXIMUM WAIVER IS $9,000. IF YOU WANT TO WAIVE ANY PORTION OF
     THIS  AMOUNT,  WRITE IN THE AMOUNT TO BE WAIVED ON THE BLANK LINE
     TO THE  RIGHT.  THE  AMOUNT  YOU WAIVE  WILL BE  CHARGED  EQUALLY
     AGAINST THE MEETING FEES FOR THESE SIX MEETINGS.

AUDIT COMMITTEE MEETING FEES                                             $______

I hereby  elect to waive  the  following  amount of my  regular  Audit
Committee  meeting  fees  for the  two  regularly  scheduled  meetings
between May 1, 1999 and April 30, 2000:

     THE MAXIMUM WAIVER IS $2,000. IF YOU WANT TO WAIVE ANY PORTION OF
     THIS  AMOUNT,  WRITE IN THE AMOUNT TO BE WAIVED ON THE BLANK LINE
     TO THE  RIGHT.  THE  AMOUNT  YOU WAIVE  WILL BE  CHARGED  EQUALLY
     AGAINST THE MEETING FEES FOR THESE TWO MEETINGS.

GOVERNANCE COMMITTEE MEETING FEES                                        $______

I hereby elect to waive the following amount of my regular  Governance
Committee  meeting  fees  $_______  for  the two  regularly  scheduled
meetings between May 1, 1999 and April 30, 2000:

     THE MAXIMUM WAIVER IS $2,000. IF YOU WANT TO WAIVE ANY PORTION OF
     THIS  AMOUNT,  WRITE IN THE AMOUNT TO BE WAIVED ON THE BLANK LINE
     TO THE  RIGHT.  THE  AMOUNT  YOU WAIVE  WILL BE  CHARGED  EQUALLY
     AGAINST THE MEETING FEES FOR THESE TWO  MEETINGS.

                                                          WAIVER AMOUNT  $10,000
<PAGE>
By signing this Waiver, I acknowledge that I have been given, or was offered,  a
copy of the  Company's  (i) Annual Report on Form 10-K for the fiscal year ended
November 1, 1998, and (ii) Quarterly  Report on Form 10-Q for the fiscal quarter
ended January 31, 1999 (the "SEC Reports"),  and that I was given an opportunity
to ask questions of any of the Company's  executive  officers  regarding the SEC
Reports or any other matter regarding the Company.

By signing this Waiver,  I recognize  that  purchasing  options is a speculative
investment in that the success or failure of my investment depends on the market
value of the  Company's  stock over a several year period.  I further  recognize
that all or a portion of my investment  (i.e.,  my Waiver Amount) may be lost. I
also  acknowledge  that I was given the  opportunity to consult with my personal
advisor(s) regarding this Waiver.

I hereby  elect to waive the Waiver  Amount  set forth  above.  By signing  this
Waiver I agree to the terms and conditions set forth above and acknowledge  that
I have read and understand  the sample Stock Option  Agreement that was given to
me.


SIGNATURE  /s/ Dianne C. Walker
           -------------------------
DATE       April 22, 1999
           -------------------------
SSN
           -------------------------

PLEASE FAX YOUR SIGNED FORM TO THOMAS R.  HOECKER AT (602)  382-6070.  YOUR FORM
MUST BE  RECEIVED BY MR.  HOECKER BY NOON  (ARIZONA  TIME) ON FRIDAY,  APRIL 23,
1999.