FOURTH AMENDMENT TO
                              AMENDED AND RESTATED
                              EMPLOYMENT AGREEMENT


     THIS FOURTH  AMENDMENT  (this "FOURTH  AMENDMENT")  TO AMENDED AND RESTATED
EMPLOYMENT  AGREEMENT,  as  amended,  is  entered  into as of this  15th  day of
February,  2000,  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,  the Second  Amendment to the Amended and Restated  Employment  Agreement,
dated  January 28,  1999,  and the Third  Amendment  to the Amended and Restated
Employment Agreement, dated September 30, 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:

                                   AGREEMENT:

     SECTION 1. AMENDMENTS TO EMPLOYMENT AGREEMENT.

          A. The first  sentence of Section 1.2 of the  Employment  Agreement is
hereby amended in its entirety to read as follows:

          "(a) Executive shall serve as President and Chief Operating Officer of
the  Company  (or in a  capacity  and  with a title  of at  least  substantially
equivalent quality)."

          B. Section 1.3 of the  Employment  Agreement is hereby  amended in its
entirety to read as follows:

          "1.3 TERM.  The term of  Executive's  employment  under this Agreement
shall commence on the date first above written and shall continue, unless sooner
terminated,  until  November 2, 1997;  provided,  however,  that  commencing  on
November 4, 1996 and on each subsequent day thereafter,  the Executive's term of
employment shall automatically be extended without further action by the Company
or Executive for the twenty-four (24) month period commencing on each such day."

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

<PAGE>
          "(f) pay  Executive  commencing  on the  thirtieth  day  following the
termination date twenty-four monthly payments equal to one-twelfth of the sum of
(1)  Executive's  Base  Salary  in  effect  immediately  prior to the time  such
termination occurs, plus (2) the average of the Annual Incentive Bonuses paid to
Executive for the two (2) fiscal years immediately  preceding the fiscal year in
which the  termination  occurs  (or if less than two,  the  amount of his single
Annual Incentive Bonus, if any). Should Executive attain alternative  employment
during the  twenty-four  (24) month payment  period,  the Company's  obligations
under  this  Section  4.3(f)  will  be  reduced  by the  amount  of  Executive's
compensation from his new employer.  For example,  if Executive were entitled to
receive $17,500 per month for twenty-four (24) months under this Section 4.3(f),
and if, at the  beginning of the seventh (7th) month  following his  termination
date,  he finds  alternative  employment  that pays him $15,000  per month,  the
Company would  obligated to pay  Executive six (6) monthly  payments of $17,500,
and eighteen (18) monthly payments of $2,500 under this Section 4.3(f);"

          D. Section 4.4(b) of the Employment Agreement is hereby amended in its
entirety to read as follows:

          "(b) Pay to Executive a lump sum payment on or prior to the  thirtieth
day following the  termination  date of Executive's  employment  hereunder in an
amount equal to two hundred  percent (200%) of the sum of (1)  Executive's  Base
Salary in effect for the fiscal  year  immediately  prior to the fiscal  year in
which the Change of Control occurs, plus (2) the average of the Annual Incentive
Bonuses paid to Executive for the two (2) fiscal years immediately preceding the
fiscal  year in which the  Change of Control  occurs  (or if less than two,  the
amount of his/her single Annual  Incentive  Bonus, if any). For purposes of this
subsection (b), no Annual Incentive Bonus received under the Company's Executive
Bonus Plan prior to the 1996 Executive Bonus Plan shall be considered."

     SECTION 2. EFFECTIVENESS.

          This Fourth Amendment will become effective as of February 15, 2000.

     SECTION 3. MISCELLANEOUS.

          A. Full Force and Effect.

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

          B. Counterparts.

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

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<PAGE>
          IN WITNESS  WHEREOF,  the  parties  hereto have  executed  this Fourth
     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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