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Tech Data Corp – ‘8-K’ for 7/1/98 – EX-2

As of:  Wednesday, 7/15/98   ·   For:  7/1/98   ·   Accession #:  790703-98-20   ·   File #:  0-14625

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  As Of                Filer                Filing    For·On·As Docs:Size

 7/15/98  Tech Data Corp                    8-K:2       7/01/98    2:70K

Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Form 8-K Dated 7/1/98                                  4     12K 
 2: EX-2        Exhibit 2-A*                                          50    105K

EX-2   —   Exhibit 2-A*

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SHARE PURCHASE AGREEMENT

 between

 Klockner & Co. AG

 and

 Tech Data Corporation

regarding the sale of certain shares in Computer 2000 AG

dated April 14, 1998

and amended June 30, 1998 

* Document contains certain confidential information which has been omitted  and
has been filed  separately with the Securities and Exchange Commission.         


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This Share  Purchase  Agreement is made and entered into this  fourteenth day of
April,  1998,  by and  between  Klockner & Co. AG,  Duisburg,  Germany,  a stock
corporation  incorporated  under  German  law  (the  "Seller"),  and  Tech  Data
Corporation,  Clearwater,  Florida,  a stock corporation  incorporated under the
laws of the State of Florida, USA (the "Purchaser").                            

Recitals:                                                                       

1.       The Seller is the owner of 1.070.742  shares,  with a nominal amount of
         DM 50  per  share,  of  the  issued  capital  stock  of  Computer  2000
         Aktiengesellschaft    Entwicklung,    Fertigung    und   Vertrieb   von
         Computer-Peripherieprodukten   (the  "Company"),  a  stock  corporation
         incorporated  under the laws of  Germany  with its  principal  place of
         business  in  Munich,  Germany,  and  registered  with  the  commercial
         registry  of the local  court of Munich  under  number HR B 81532.  The
         shares owned by the Seller  represent  79.88% of the  aggregate  issued
         capital of the Company of 1.340.409  shares with a nominal amount of DM
67,020,450.                                                   

2.       According to its Articles of  Association  ("Satzung"),  the purpose of
         the  Company is the  development,  manufacturing  and  distribution  of
         peripheral   EDP   equipment.   The  Company  owns  shares  in  certain
         subsidiaries  (the  "Subsidiaries"),  as  listed  in  Schedule  1  (the
         "Disclosure  Schedule").  The shares of the  Company  are listed on the
stock exchanges of Munich, Frankfurt am Main and Vienna.      

3.       The Seller wishes to sell all its shares of the Company as described in
clause 1 above,  (the "Sold Shares") to                       


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         the  Purchaser and the Purchaser wishes to acquire the Sold Shares from
the Seller.                                                   

Now, therefore, subject to and on the terms and conditions set forth herein, the
Parties agree as follows:                                                       

 ARTICLE 1
 Sale and Transfer of Shares

1.1      Agreement to Sell and Purchase                                         

         On the terms and conditions  set forth herein,  the Seller hereby sells
         to the Purchaser and the Purchaser hereby purchases from the Seller the
Sold Shares.                                                  

1.2      Transfer, Closing Date                                                 

         The Seller  shall  transfer  the Sold Shares,  upon  settlement  of the
         consideration in accordance with Article 2, on the fourteenth day after
         the  satisfaction  of all  of the  conditions  precedent  contained  in
         Sections 8.1, 8.3 and 8.4 hereof,  or at such other time as the Parties
         hereto may mutually  agree (the  "Closing  Date").  The delivery of the
         Sold Shares and the other  transactions  contemplated by this Agreement
         shall take place at the offices of Hengeler  Mueller  Weitzel  Wirtz in
         Dusseldorf,  Germany,  or any other  place as the  Parties  hereto  may
mutually agree.                                               


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1.3      Dividend Rights                                                        

         Without prejudice to the accounting  treatment of the transaction under
         US GAAP, the Sold Shares are sold with dividend rights since October 1,
1997, 0:00 hours (the "Effective Date").                      

 ARTICLE 2
 Consideration

2.1      Base Purchase Price and Final Purchase Price                           

         The  purchase  price  to be  paid  for  the  Sold  Shares  shall  be DM
         717,397,140.00 (in words: Deutsche Mark Seven Hundred Seventeen Million
         Three  Hundred  Ninety  Seven  Thousand  One Hundred  Forty) (the "Base
         Purchase  Price",  based  on a price  of DM 670 per  share)  minus  any
         adjustment,  if any,  under  Article  3.  The  Base  Purchase  Price as
         adjusted pursuant to Article 3 shall be hereinafter  referred to as the
"Final Purchase Price".                                       

2.2      Consideration                                                          

         The  Base  Purchase  Price  shall be paid to  Seller  by  Purchaser  by
delivery at the Closing Date of:                              

         (a)      Three Hundred Million U.S. Dollars of Convertible Subordinated
             Notes in the form of, and having the terms and conditions
          attached hereto as Schedule 2.2 (a) (the "Notes"); and


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         b)       The remainder of the Base  Purchase  Price in shares of common
            stock of Tech Data Corporation (the "Tech Data Shares").

         The total number of Tech Data Shares to be delivered pursuant to Clause
(b) above shall be determined as follows:                     

         (i)      The Base  Purchase  Price shall be converted  to U.S.  Dollars
                  using the  average  exchange  rate as shown in The Wall Street
                  Journal  for  the  60  days  prior  to  March  12,  1998  (the
                  "Valuation  Period") as  calculated on Schedule 2.2. (b). This
                  calculation is DM 717,397,140.00 / 1.8161 = US$ 395,020,726.00
(the "Final Dollar Purchase Price");        

         (ii)     subtracting  the US$  300,000,000  in Notes  from  the  Dollar
                  Purchase Price.  This calculation is US$  395,020,726.00 - US$
                  300,000,000.00 = US$ 95,020,726.00  (the "Equity  Remainder");
and                                         

         (iii)    dividing the Equity Remainder by the average Tech Data Closing
                  Share  Price  showing  in The  Wall  Street  Journal  for  the
                  Valuation   Period  as  shown  on  Schedule   2.2.  (b).  This
                  calculation  is US$  95,020,726.00  / 43.271 = 2,195,945  Tech
Data Shares.                                


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2.3  Registration Rights                                                        

(a)      Registration                                         

                  Within 75 calendar days after the Closing Date,  the Purchaser
                  shall file with the U.S.  Securities  and Exchange  Commission
                  (the "SEC") a shelf registration  statement or statements (the
                  "Registration  Statement")  on Form S-3 or  other  appropriate
                  form under Rule 415 under the U.S.  Securities Act of 1933, as
                  amended (the "Securities Act"), relating to the offer and sale
                  by the Seller or VIAG AG or any  subsidiary  of VIAG from time
                  to time of (i) any Tech Data  Shares  delivered  to the Seller
                  pursuant  to  Section  2.2 of this  Agreement;  (ii) any Notes
                  delivered  to the  Seller  pursuant  to  Section  2.2 of  this
                  Agreement and any Tech Data Shares  issued upon  conversion of
                  any  Notes;  and  (iii) any  securities  that may be issued or
                  distributed or  be issuable  in  respect  of  any  Registrable
                  Securities  by way of  stock  dividend,  stock  split or other
                  distribution,    merger,   consolidation,    exchange   offer,
                  recapitalization  or  reclassification  or similar transaction
                  (collectively,  the "Registrable Securities") and, thereafter,
                  shall  use  its   reasonable   best   efforts  to  cause  such
                  Registration  Statement  to be  declared  effective  under the
                  Securities Act as soon as practicable  after such filing.  The
                  Purchaser shall keep the Registration  Statement  continuously
                  effective and shall take any and all other  actions  necessary
                  in order  to  maintain  the  registration  of the  Registrable
                  Shares including, without limitation, the actions set forth in


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                  Schedule  2.3 (a) hereto,  until the earlier of the date as of
                  which (A) the Seller,  VIAG AG and the subsidiaries of VIAG AG
                  have  sold  all  the  Registrable  Securities  covered  by the
                  Registration   Statement   (but  in  no  event  prior  to  the
                  applicable  period  referred  to  in  Section  4  (3)  of  the
                  Securities  Act and  Rule 174  thereunder),  or  converted  or
                  repaid in  accordance  with their terms,  or (B) VIAG AG is no
                  longer entitled to management's  support of its representation
                  on the Purchaser's Board of Directors under this Agreement and
                  the holders of the  Registrable  Securities  are  permitted to
                  sell without  restriction their  Registrable  Securities under
                  Rule 144 under the Securities Act or other relevant  provision
                  under the U.S.  securities laws (such period of  effectiveness
                  being  the  "Shelf   Period").   Each  holder  of  Registrable
                  Securities agrees to cooperate with the Purchaser as necessary
                  to enable the Purchaser to comply with the  provisions of this
                  Agreement,    including,   without   limitation,    furnishing
                  information  as set  forth in  Schedule  2.3  (a).  So long as
                  Seller  or VIAG AG or any  subsidiary  of VIAG AG holds all of
                  the Notes then  outstanding,  any failure of Purchaser to file
                  or to keep continuously  effective the Registration  Statement
                  as set forth in this Section 2.3 (a) shall be  considered  for
                  all  intents and  purposes  as an Event of Default  within the
meaning of Section 5.1 of the Indenture.    


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(b)      Registration Expenses                                

                  All expenses  incident to the  Purchaser's  performance  of or
                  compliance  with Section 2.3 (a) will be paid by the Purchaser
                  (and, in the case of the filing of a  Registration  Statement,
                  regardless  of whether  such  Registration  Statement  becomes
                  effective);  provided that the Purchaser shall not be required
                  to  pay  any  fees  and   disbursements  of  underwriters  not
                  customarily  paid by the  issuers or  sellers  of  securities,
                  including  underwriting discounts and commissions and transfer
                  taxes,  if  any,  attributable  to  the  sale  of  Registrable
                  Securities,   the  fees  and   expenses   of  counsel  to  the
                  underwriters,  or fees and expenses of accountants and counsel
                  to the  Purchaser in  connection  with the delivery of comfort
                  letters or opinions in connection with an underwritten sale of
            Registrable Securities under the Registration Statement.

(c)      Delay of Registration                                

                  For a period not to exceed  ninety  (90) days,  the  Purchaser
                  shall not be  obligated  to prepare and file,  or be prevented
                  from delaying or abandoning,  the Registration Statement to be
                  filed  pursuant  to  Section  2.3  (a) at any  time  when  the
                  Purchaser in its good faith judgment with advice of counsel (a
                  copy of which advice it shall  provide),  reasonably  believes
that:                                       

                 (i)      (A)   The  filing  thereof  at the time set forth in
                           Section 2.3 (a), or the  offering of the  Registrable


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                          Shares  pursuant  thereto,   would   materially  and
                           adversely affect   (1) a pending acquisition, merger,
                           recapitalization,   consolidation,    reorganization,
                           material   sale  of  assets,  financing  or   similar
                           transaction  by  or  of  the   Purchaser; (2) or pre-
                           existing and  continuing negotiations, discussions or
                           pending   proposals  with  respect  to   any  of  the
                           foregoing transactions; or (3)the financial condition
                           of the Purchaser in view of the  disclosures  of  any
                           pending or threatened litigation,  claim,  assessment
                           or governmental investigation which  may be  required
                           thereby;  or  (B) the Purchaser  is in possession  of
                         material information that it seems advisable not to
                 disclose in the Registration Statement; and

                  (ii)     the failure to disclose any material information with
                           respect to the  foregoing  would cause a violation of
the Securities Act.       

(d)      Indemnification                                      

                  The Purchaser  agrees to indemnify and hold  harmless,  to the
                  full  extent  permitted  by law,  each  holder of  Registrable
                  Securities,  its  affiliates  and their  respective  officers,
                  directors,  shareholders,  employees, advisors, and agents and
                  each Person who controls (within the meaning of the Securities
                  Act or the  Exchange  Act)  such  Persons  (collectively,  the
                  "Seller Indemnified Parties") as provided in Schedule 2.3 (b).


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                  In  the  event  of  Registration  of  any  securities  of  the
                  Purchaser  under the  Securities  Act  pursuant to Section 2.3
                  (a),  each selling  holder of  Registrable  Securities  agrees
                  (severally and not jointly) to indemnify and hold harmless, to
                  the full extent permitted by law, the Purchaser, its directors
                  and  officers  and each  Person  who  controls  the  Purchaser
                  (within the  meaning of the  Securities  Act and the  Exchange
                  Act) (collectively,  the "Purchaser  Indemnified  Parties") as
provided in Schedule 2.3 (b).               

2.4      No Set-Off                                                             

         Without  prejudice  to the  direct  enforcement  of claims  under  this
         Agreement,  neither  Party  shall be  entitled  to  exercise a right of
         set-off or a retention right with respect to its obligations under this
Article 2 and Section 3.7.                                    

 ARTICLE 3
Interim Financial Statements

3.1      Preparation                                                            

         The Seller  shall  cause the Company to prepare  and  deliver,  without
         undue delay , the  consolidated  interim  financial  statements  of the
         Company as of March 31, 1998,  including  the balance  sheet and income
statement of the Company (the "Interim Financial Statements").


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3.2      Accounting Principles                                                  

         The Interim  Financial  Statements shall be prepared in accordance with
         the  generally  accepted  accounting  principles  applicable in Germany
         ("GAAP"), applied on a basis consistent with the consolidated financial
         statements  of the Company for the fiscal year ended on  September  30,
1997 (the "1997 Financial Statements").                       

3.3      Audit by KPMG and Delivery of Audited Interim Financial Statements     

         The  Seller  shall  make  best  efforts  to cause the  auditors  of the
         Company,      KPMG      Hartkopf     +     Rentrop      Treuhand     KG
         Wirtschaftsprufungsgesellschaft  and AWT Allgemeine Wirtschaftstreuhand
         GmbH  Wirtschaftsprufungsgesellschaft  Steuerberatungsgesellschaft (the
         "Company's  Auditors") to audit the Interim Financial Statements and to
         deliver such  statements to the Seller and the Purchaser  together with
their audit report thereon as soon as practicable.            

3.4      Review by the Parties                                                  

         The Parties and their  respective  advisors shall have four weeks after
         the  receipt  of the  Interim  Financial  Statements  as audited by the
         Company's  Auditors,  to review the Interim Financial  Statements.  For
         that purpose, the Parties shall use all reasonable efforts to cause the
         Company  to give the  Seller  and the  Purchaser  and their  respective
         advisors  access to all books,  records and employees of the Company to


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         the extent such access may  reasonably be requested by a party in order
to review the Interim Financial Statements.                   

3.5      Objection                                                              

         If the net equity  ("Eigenkapital"  within the meaning of Sections  266
         (3) A, 272  German  Commercial  Code)  shown on the  Interim  Financial
         Statements  (the "Net  Equity")is  lower than DM[*] or if either  Party
         concludes that the Interim Financial  Statements have not been prepared
         in accordance with GAAP, such Party may notify the other Party thereof.
         Such  notice  shall  set  forth  a  description  of  the  objection  in
         reasonable  detail  and the  adjustment  of the net  equity  which  the
         objecting party believes should be made. Any objection may only be made
within the four week period set forth in Section 3.4 above.   

         [* Document  contains certain  confidential  information which has been
         omitted and has been filed  separately with the Securities and Exchange
Commission.]                                                  

3.6      Dispute Resolution                                                     

         If the Parties do not resolve all of their  disagreements  with respect
         to the Interim  Financial  Statements  within four weeks  following the
         receipt of any  objection  pursuant to Section  3.5,  either  Party may
         refer  the  remaining   differences   to  BDO  Deutsche   Warentreuhand
         Aktiengesellschaft  Wirtschaftsprufungsgesellschaft (the "Auditor"). If
         the  Auditor  cannot  or will not serve  within  four  weeks  following
         appointment,  an Auditor,  who is independent of the Parties,  shall be
         appointed,  upon request of either Party, by the Institute of Chartered
         Accountants in Dusseldorf,  Germany. The Auditor shall, with respect to
         the remaining  differences  submitted to it,  determine on the basis of


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         the  standards  set forth in  Section  3.2 and within the limits of the
         positions  of both  Parties,  whether and to what extent the Net Equity
         requires adjustment.  The Parties shall instruct the Auditor to deliver
         its written opinion to them as soon as practicable  after the remaining
         differences  have been  referred to it. For the purpose of its opinion,
         the Parties  will make all  reasonable  efforts to cause the Company to
         make  available to the Auditor all relevant books and records and allow
         the Auditor interviews with the employees of the Company.  The decision
         of the Auditor  shall be conclusive  and binding on the Parties  within
         the limits  provided  by Section 319 German  Civil  Code.  The fees and
       disbursements of the Auditors shall be shared equally by the Parties.

3.7      Purchase Price Adjustment                                              

         If the Net Equity, as mutually agreed between the Parties or determined
         by the  Auditor, is lower than DM [*] by more than DM [*]  million  the
         Base  Purchase  Price  shall be adjusted by DM [*] for each DM [*] that
         the Net Equity is less than DM [*].  Any  difference  between the Final
         Purchase Price as determined in accordance  with this Article 3 and the
         Base Purchase  Price paid in accordance  with Section 2.2 shall be paid
         by re-transferring  the Convertible Notes issued as a consideration for
         the  Sold  Shares  by the  Purchaser  to an  extent  which  covers  the
         difference  as  determined.  The  amount  of  Convertible  Notes  to be
         retransferred   shall  be  determined  by   application   of  the  same
         US$/Deutsche  Mark exchange rate as used in Section 2.2.  Seller agrees
         that until the expiration of all periods described in Article 3 and the

         [* Document  contains certain  confidential  information which has been
         omitted and has been filed  separately with the Securities and Exchange
Commission.]                                                  


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         determination  of the  Final  Purchase  Price,  Seller  will not  sell,
         transfer  or  encumbrance  at least DM [*](or DM [*]if  Section  3.9 is
         applicable) of the  Convertible  Notes delivered to Seller by Purchaser
         under  Section  2.2,  provided,  however,  that  transfers to VIAG or a
         wholly-owned  subsidiary of VIAG are permitted  hereunder to the extent
         that VIAG or the wholly-owned  subsidiary of VIAG joins the undertaking
given in this Section 3.7.                                    

3.8      Should the necessary  cooperation and support of the Company and/or the
         Company's  Auditors be denied,  or not be  sufficiently  provided,  the
         Parties hereto shall agree in good faith on an appropriate extension of
the time periods stipulated in this Article 3.                

3.9      If the Interim  Financial  Statements have not been delivered to Seller
         and Purchaser by June 30, 1998, the Parties agree that,  throughout the
         Agreement,  the Interim  Financial  Statements shall be replaced by the
         Financial  Statements as of September 30, 1998. For the purposes of the
         purchase price  adjustment,  if any, under this Article 3, in this case
 the Net Equity target figure shall be DM [*] instead of DM [*].

         [* Document  contains certain  confidential  information which has been
         omitted and has been filed  separately with the Securities and Exchange
Commission.]                                                  

 ARTICLE 4
 Representations

The Seller represents ("gewahrleistet") to the Purchaser as of the day hereof as
set forth in this  Article 4, except as otherwise  disclosed  in the  Disclosure
Schedule:                                                                       


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4.1      Recitals, Share Capital of the Company                                 

         The Recitals  contained in this  Agreement are true and correct and are
         incorporated as representations of Seller by this reference.  The share
         capital of the  Company  consists of  1,340,409  ordinary  shares.  The
         Company has no other shares or securities of any kind outstanding.  The
         Company has no  outstanding  or authorized  options,  warrants,  calls,
         rights,  commitments or any other  agreement of any kind obliging it to
         issue any shares of its share  capital or any other  securities.  Other
         than this Agreement,  there are no other  agreements or  understandings
         with respect to the voting, sale or transfer of the Company's shares to
         which the Company is a party.  The Company has not  declared or paid or
         committed  itself to declare or pay any dividend or other  distribution
in respect of the Company's shares.                           

4.2      Organization, Qualification and Authority of the Company               

         The Company is a stock corporation duly organized, validly existing and
         in good standing under the laws of Germany and each other  jurisdiction
         where  the  character  of its  assets  or the  nature  of its  business
         requires  registration,  if  any,  and  has  all  corporate  power  and
         authority  to own its assets  and carry on its  business  as  currently
conducted.                                                    


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4.3      Ownership of Shares                                                    

         The Sold  Shares  represent  all of the shares in the  Company  held or
         controlled  by the Seller and are validly  issued and fully  paid.  The
         Seller is the sole and unrestricted owner of the Sold Shares,  free and
         clear of any  liens,  encumbrances  or other  rights of third  parties.
         Except for this Agreement,  there are no pre-emptive rights,  rights of
         first refusal, options or other rights to vote, purchase or acquire any
of the Sold Shares.                                           

4.4      Authority to Sell; Consents                                            

         The  Seller  has the  corporate  power and  authority  to sell the Sold
         Shares and to enter into this  Agreement.  Except as required by merger
         control laws,  no consent,  waiver or  authorization  is required to be
         obtained by the Seller with any  governmental  authority in  connection
         with the  execution,  delivery  and  performance  by the Seller of this
Agreement.                                                    

         The execution,  performance  and delivery by Seller of this  Agreement,
         except  as set forth in  Section  8.3 of this  Agreement,  will not (i)
         conflict with or breach any  provisions of the Satzung of Seller or the
         Company;  (ii)  violate or breach any  provision  of, or  constitute  a
         material  default (or an event  which,  with notice or lapse of time or
         both,  would  constitute a material  default),  under any of the terms,
         covenants, conditions or provisions of, or, to Seller's best knowledge,
         give rise to a right to terminate or  accelerate or increase the amount
         of  payment  due under any note,  bond,  mortgage,  indenture,  deed of


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         trust, license, franchise,  permit, lease, contract, agreement or other
         instrument,  commitment  or obligation to which the Company is a party,
         or by which the Company or its properties or assets may be bound except
         to the  extent  consent to the  transaction  has been  obtained;  (iii)
         conflict  with,  result in a breach or  violation  of, or  constitute a
         default under any agreement  applicable to the Company, the Sold Shares
         or by which the Company or Seller may be bound or affected; (iv) result
         in the  creation of any lien in the assets of the  Company  pursuant to
         the provisions of any of the foregoing; or (v) violate any order, writ,
         injunction,  decree,  judgement or ruling of any court of  governmental
authority, applicable to Seller or the Company.               

4.5      Subsidiaries                                                           

         The  shareholdings  of the Company in all  subsidiaries  are  correctly
         described  in the  Disclosure  Schedule.  The  Company  does  not  own,
         directly or  indirectly,  any equity  interest in any other  company or
         partnership. Each of the subsidiaries listed in the Disclosure Schedule
         is duly  established,  validly  existing and in good standing under the
         laws of the  jurisdiction  of its domicile and each other  jurisdiction
         where  the  character  of its  assets  or the  nature  of its  business
         requires registration and each has the corporate power and authority to
         own its properties and to conduct its business as presently  conducted.
         This  representation  is not given for such  matters  which do not have
         alone or together with claims of comparable  source or cause an adverse
         effect  of more  than DM  1,000,000.00  on the  consolidated  financial


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situation of the Company (a "Material Adverse Effect").       

4.6      Financial Statements                                                   

         The 1997  Financial  Statements  have been  prepared  by the Company in
         accordance  with the statutory  provisions  concerning  annual accounts
         applicable in Germany and with GAAP applied on a basis  consistent with
         the  consolidated  financial  statements  for the previous  fiscal year
         (except  as  disclosed  therein).  In  particular,  the 1997  Financial
         Statements  have been prepared in  accordance  with Sec. 264 para. 2 of
         the German  Commercial Code regarding the presentation of the financial
condition and the results of operations of the Company.       

4.7      Litigation; Administrative Proceedings                                 

         To the  knowledge  of the  Seller,  neither  the Company nor any of the
         Subsidiaries  are  involved  in  any  lawsuit  or  other   governmental
         proceeding pending against it before any state court, arbitral tribunal
         or governmental agency which involves an amount (disregarding costs and
         fees),  alone or together with claims with comparable  source or cause,
         in excess  of DM  500,000.00  or the  equivalent  thereof  in any other
         currency  or may  otherwise  have a  Material  Adverse  Effect.  To the
         knowledge  of the  Seller,  no such  lawsuit  or  proceeding  has  been
         threatened  against the Company or any Subsidiary.  Neither the Company
         nor, to Seller's  knowledge,  any Subsidiary is subject to any order or
         decree that would  materially limit its ability to operate its business
in the ordinary course.                                       


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4.8      Assets                                                                 

         The Company or, to the Seller's  knowledge,  its  Subsidiaries  are the
         owners of, and have good and valid title to, all their assets (real and
         moveable,  tangible and  intangible)  reflected  in the 1997  Financial
         Statements,  without any undisclosed mortgages, pledges, liens or other
         encumbrances,  rights or  interests  of third  parties,  except for (i)
         assets sold after  September  30, 1997,  within the ordinary  course of
         business,  (ii)  customary  retention  of  title  rights  or  liens  of
         suppliers  in any  supplied  goods  created in the  ordinary  course of
         business,  (iii)  statutory liens and other security rights in favor of
         tax  authorities or any other  governmental  entities,  and (iv) rights
         granted to third parties as security for any debt reflected in the 1997
         Financial  Statements or disclosed in this  Agreement.  The Company and
         its  Subsidiaries  own no real estate except for the property listed in
the Disclosure Schedule.                                      

         Each  lease  of real  property  by the  Company  and,  to the  Seller's
         knowledge, the Subsidiaries,  is valid and in full force and effect and
         is enforceable by the Company or  Subsidiaries  in accordance  with its
         terms and, except as set forth in the Disclosure  Schedule,  no consent
         of  the  landlord   thereunder  is  required  in  connection  with  the
         transactions  contemplated by this Agreement.  Neither the Company nor,
         to the Seller's  knowledge,  the Subsidiaries,  are in material default
         under any lease and no event,  act or omission has occurred which (with
         or without  notice,  lapse of time or both) would  result in a material
default under any lease.                                      


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4.9      Governmental Approvals, Compliance with Laws                           

         The Company and, to Seller's knowledge,  the Subsidiaries have obtained
         all  governmental  permits  or  approvals  required  under  the laws of
         Germany to conduct their  business as presently  conducted and - to the
         Seller's  knowledge - required  under any foreign  jurisdiction  except
         where  the  failure  to  obtain a permit  or  approval  does not have a
         Material Adverse Effect. To the Seller's knowledge, the Company and the
         Subsidiaries   are  in  compliance  with  all  laws,   regulations  and
         governmental  orders or  decrees  presently  in effect  other  than any
non-compliance which would not have a Material Adverse Effect.

4.10     Environment                                                            

         The  Seller  is not  aware  of  any  contamination  of  the  properties
         (including  soil and  buildings)  owned or used by the  Company  or any
         Subsidiary which would require,  under the environmental laws in effect
         on the date hereof  applicable to the present  conduct of the Company's
         and its  Subsidiaries'  business and the present use of the property of
         the  Company  and its  Subsidiaries,  any  clean-up  or other  remedial
         measures.  To the knowledge of the Seller,  neither the Company nor any
         Subsidiary  is in  material  violation  of or has been  notified by any
         governmental authority of any material breach of any environmental laws
         in effect on the date hereof. To the Seller's  knowledge,  with respect
         to environmental matters, all reports, returns and submissions required
         to be filed by the Company and its  Subsidiaries  with any governmental


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         agency have been filed. The Company, and to the Seller's knowledge, the
         Subsidiaries have obtained,  with respect to environmental matters, all
         governmental permits, licenses and registrations which are material for
         the conduct of the  business as  presently  conducted  including  those
related to toxic waste and hazardous waste.                   

4.11     Taxes and Social Security Contributions                                

         The Company and its Subsidiaries  have filed, in a timely fashion,  all
         tax and social  security  returns  due to be filed  with all  competent
         governmental  authorities or entities for all periods prior to the date
         hereof,  including but not limited to, federal,  state, foreign, local,
         income, sales, use, VAT, license,  franchise,  excise, stamp, notarial,
         asset, payroll, real and personal property, employment, withholding and
         other taxes.  The 1997 Financial  Statements and the Interim  Financial
         Statements reflect or will reflect,  in accordance with GAAP,  adequate
         reserves for all taxes and social security contributions payable by the
         Company for periods ended prior to September 30, 1997 or March 31, 1998
or if Section 3.9 applies September 30, 1998 - respectively.  

4.12     Key Employees                                                          

         The Disclosure Schedule contains a list of all employees of the Company
         who  receive  an annual  fixed  salary  (excluding  bonuses,  incentive
         payments  and the like) of DM  250,000 or more.  None of the  employees
         listed  therein has a  stipulated  right (other than any right which is


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         given  anyway  under  applicable  law) to receive a  severance,  golden
         parachute or similar payment  triggered as a result of the transactions
contemplated hereby.                                          

4.13     Labor Matters; Collective Bargaining Agreements                        

         The Disclosure  Schedule  contains a complete list of all social plans,
         collective  bargaining  agreements and all material agreements with the
         workers' council by which the Company or, to Seller's knowledge, any of
         its Subsidiaries are bound. There are no strikes, stoppages or material
         slowdowns pending or, to the Seller's knowledge, threatened against the
         Company or any of its Subsidiaries.  To the Seller's  knowledge,  there
         are not,  nor have there been for a period of 5 years prior to the date
         of this  Agreement  any, (i) material  violations by the Company or its
         Subsidiaries  of  any  federal,   state  and  local  laws,   rules  and
         regulations  affecting employment and employment  practices,  including
         terms and  conditions  of employment  and wages and hours;  (ii) unfair
         labor  practices  committed by the Company or any of its  Subsidiaries;
         (iii) pending or threatened  formal  complaints or proceedings  against
         the Company or any of its  Subsidiaries in connection with the business
         before any  governmental  labor  office or any  similar  state or local
         labor agency;  (iv) pending or threatened  formal complaints of a trade
         union; or (v) pending or threatened arbitration proceedings arising out
of or under any labor agreement.                              


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4.14     Material Agreements                                                    

         The  Disclosure  Schedule  contains  a  complete  list  of  all  of the
         following written contracts and agreements to which the Company or - to
         the Seller's  knowledge - any  Subsidiary is a party and which have not
         yet  been  fully   fulfilled   on  the  date  hereof   (the   "Material
Agreements"):                                                 

    (a)      agreements on the acquisition or sale of interests in the
Subsidiaries or other companies;            

         (b)      joint venture,  partnership or similar agreements  relating to
                  the conduct of a material  part of the business of the Company
and its Subsidiaries, taken as a whole;     

         (c)      rental and lease  agreements  relating  to real  estate  which
                  provide  (per  item)  for  annual  payments  in  excess  of DM
                  500,000.00  or more or which last for a term of more than five
(5) years from the date of this Agreement;  

         (d)      loan  agreements  entered into with  shareholders,  affiliated
                  companies   of   shareholders,   banks  or   other   financial
                  institutions,  or  bonds,  notes  or any  instruments  of debt
                  excluding  bills of  exchange  supplied  by  customers  in the
                  ordinary  course of  business  issued,  by the  Company or any
                  other  Subsidiary  other than  agreements on debt reflected in
                  the  1997  Financial   Statements  or  the  Interim  Financial
Statements;                                 


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         (e)      guarantees  or  suretyships  issued  by  the  Company  or  any
                  Subsidiary  involving,  alone or  together  with a  series  of
                  comparable  debts,  an  amount  of  DM  1,000,000.00  (or  the
      equivalent thereof in any other currency) or more;

         (f)      agreements  which  provide for the right of the other party to
                  obtain a lien on assets or terminate  the agreement in case of
                  a change of control of the Company,  if the termination  would
have a Material Adverse Effect;             

        (g)      agreements entered into with a shareholder or key employee of
the Company or any Subsidiary;              

         (h)      agreements  granting  authority to third parties to enter into
                 Material Agreements on behalf of the Company or a Subsidiary;

         (i)      agreements   materially   restricting   the   Company  or  any
                  Subsidiary   from   carrying  on  its  business  as  presently
                  conducted  anywhere  in the  world  or  from  bringing  on new
product lines;                              

         (j)      agreements with the Seller or persons related to or controlled
                  by the Seller or a parent or  affiliated  entity of the Seller
                  (except for shipments  and services in the ordinary  course of
business);                                  

  (k) agreements for capital expenditures of over DM 2,000,000.00.


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         To the  knowledge  of the Seller,  each  Material  Agreement is in full
         force and effect and neither the Company,  a  Subsidiary  nor any third
party are in material default under any such agreement.       

4.15     Conduct of Business since September 30, 1997                           

         Except  for any  transactions  contemplated  by or any  facts or events
         disclosed  in  this  Agreement,  since  September  30,  1997  - to  the
         knowledge  of  the  Seller  - the  business  of  the  Company  and  the
         Subsidiaries  have been  operated  in the  ordinary  course in a manner
consistent with past practice.                                

4.16     Systems Operations                                                     

         To the  knowledge  of  the  Seller,  the  Company's  and  Subsidiaries'
         computer  hardware  and  software  systems  are fully  operational  and
         capable of handling the anticipated growth in transactions and business
         operations over the eighteen (18) months following the Closing Date. To
         the  knowledge  of the Seller,  the Company and its  Subsidiaries  have
         planned for the Year 2000 and EURO currency  changes  necessary for the
         Company's and Subsidiaries'  computer systems and the computer hardware
         and software  systems will be capable of handling all  transactions  in
EURO currency and dates ending in the year 2000 or after.     


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4.17     Patents, Trademarks, Franchises, Licenses, Permits, Etc.               

         To the Seller's knowledge,  except for those of the matters referred to
         below which are dealt with in lease and licence agreements, the Company
         and its Subsidiaries have the right to use free and clear of any claims
         or rights of any  third  party,  all  trade  secrets,  customer  lists,
         know-how and any other confidential information required for or used in
         the  sale by the  Company  and its  Subsidiaries  of its  products  and
         services.  To the  Seller's  knowledge,  neither  the  Company  nor any
         Subsidiaries  are in any way making any unlawful or wrongful use of any
         trade  secrets,  customer  lists,  know-how  or any other  confidential
         information  of any third  party  including,  without  limitation,  any
         former  employer or any present or past  employee of the Company or its
Subsidiaries.                                                 

 ARTICLE 5
 Covenants and Indemnities

5.1      Corporate Status                                                       

         The Seller  covenants and agrees that,  during the period from the date
         hereof to the Closing,  it will not (unless  previously  agreed between
the Parties)                                                  

(a)      amend the articles of association of the Company;    

         (b)      effect or approve any merger, transformation or similar change
                  in the corporate organization of the Company or any Subsidiary


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                  (except for AmeriQuest Technologies Inc.,  Pennsylvania,  USA,
      hereinafter "AQS" and the entity in Saudi Arabia);

         (c)      issue,  sell,  transfer,  pledge or  otherwise  dispose of any
shares of the capital stock of the Company; 

         (d)      resolve the distribution of, or otherwise cause the Company to
pay, any dividends on the Company's shares; 

       (e)      allow the Company or any  Subsidiary  to cancel any material
                debt or any  claims  or waive  rights of  substantial  value
            except for fair consideration in the ordinary  course of
                  business (it being  understood  that intra company debt in the
                  area of  approximately  US$ [*] owed by AQS may be cancelled);

         [* Document  contains certain  confidential  information which has been
         omitted and has been filed  separately with the Securities and Exchange
Commission.]                                                  

(f)      except as required by law, governmental regulation or
                  collective bargaining agreement, approve or take action to put
           into effect any general increase in any compensation or
              benefits payable to any class or group of employees of the
    Company or its Subsidiaries, any increase in the
              compensation payable or to become payable to any director,
                  officer or key employee or any payment, grant or accrual to or
               for the benefit of any director, officer or key employee of
              any bonus, service award, percentage compensation or other
                 benefit, or any adoption or amendment of any employee pension
          benefit plan, employee welfare benefit plan or foreign
        employee benefit plan, or any severance agreement or


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               employment contract to which any director or officer of the
Company or any Subsidiary is a party;       

         (g)      approve any material  change in any  accounting  principles or
                  method  or  election  for  income  tax  purposes  used  by the
Company;                                    

         (h)      approve capital  expenditures or commitments to make additions
           to property, equipment or intangible capital assets; or

         (i)      approve any  guarantee,  indemnity or other  obligation of the
                  Company  causing the Company to be liable for the  obligations
or liabilities of another.                  

         Purchaser  is aware that there are only certain  approval  requirements
         and these are for the benefit of the  Supervisory  Board of the Company
only.                                                         

5.2      Conduct of Business by the Company                                     

         During the period from the date hereof to the Closing  Date,  except as
         set forth in the Disclosure  Schedule or contemplated by this Agreement
         or  previously  agreed  between  the  Parties,  the Seller will use all
         reasonable  efforts to ensure that the  Company  and its  subsidiaries,
         with the exception of AQS and the entity in Saudi Arabia,  will conduct
         their business in the ordinary  course,  consistent  with past practice
         and, in  particular,  not sell,  transfer or  otherwise  dispose of any
shareholdings in the Subsidiaries (except for AQS).           


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5.3      Covenant not to Compete                                                

         Seller  recognizes  and  acknowledges  that the  list of the  Company's
         customers and vendors, as they exist at the Closing Date, are valuable,
         special,  and unique assets of the Company's business.  Seller will not
         disclose  the  list of  Company's  customers  or  vendors  or any  part
         thereof, to any person, firm, corporation,  association or other entity
         not a party to this  Agreement  for any  reason or  purpose  whatsoever
         except as required  by law,  rule,  regulation  or court  order.  For a
         period  of three  (3) years  after  Closing,  Seller  shall  not,  in a
         competitive manner related to the business as presently conducted, call
         on or  solicit,  either for Seller or any  person,  firm,  corporation,
         association,  or other entity, or any affiliate thereof,  any customers
         of or vendors  to the  Company.  For a period of three (3) years  after
         Closing,  Seller  shall not induce or attempt to induce any customer of
         or vendor to the  Company  to  terminate  their  relationship  with the
Company or Purchaser.                                         

         For a period of three years after the Closing  Date,  the Seller  shall
         not, either for itself or through a company controlled by it within the
         meaning of Section 17 of the German Stock Corporation Act, own, manage,
         operate,  control,  act as an agent for,  participate  in, or acquire a
         majority interest (equity or votes) in a business which is engaged in a
         business which competes with the business as presently conducted by the
         Company and its  Subsidiaries.  Nothing  contained  in this Section 5.3
         shall be  interpreted  to  prohibit  Seller  from  owning  stock in (i)


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         publicly  traded  corporations  which  may  compete  with  the  Company
         provided  such  stock  ownership  does  not  represent  a  majority  or
         controlling  interest in such  operations or (ii) the  warehousing  and
         logistic  service  businesses  operated  by the Kuhne & Nagel  Group as
         presently  conducted.  Nothing in this  Section 5.3 shall  prohibit the
         sale of technologies  related to  telecommunication  by businesses like
e.g. VIAG Intercom.                                           

         If an acquisition is made of an entity that has operations  which would
         violate  the  covenant  not to  compete,  the  breach  is  cured if the
competing activity is disposed of within 12 months.           

         In the event Seller violates any of the provisions of this Section 5.3,
         in  addition to any  injunctive  relief to which the  Purchaser  may be
         entitled,  the Purchaser  shall be entitled to recover from the Seller,
         at Purchaser's choice, either (i) damages or (ii) liquidated damages in
         the amount of net income  earned by Seller or the  violating  entity in
         the competing activity. Purchaser's right to recover liquidated damages
         under this  Section 5.3 shall not be limited by any other  provision of
this Agreement.                                               

5.4      Solicitation of Employees                                              

         The Seller  shall,  for a period of three years after the Closing Date,
         not  induce  any  employee  of  the  Company  or of any  Subsidiary  to
         terminate  their  employment  with the  Company or any  Subsidiary  and
    assume employment with the Seller or any company controlled by it.


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5.5      AmeriQuest Technologies Inc.                                           

(a)  Seller hereby  indemnifies  and holds harmless the Company,  Computer 2000,
     Inc.  and the  Purchaser  from  and  against  any and  all  costs,  actions
     ("Klagen"), causes of action ("Klageanspruche"),  expenses, claims, damages
     or other  liabilities  arising out of or in  connection  with the Company's
     relationship  with, share  ownership,  management of AQS and for any future
     action by Seller with respect to AQS and any minority shareholders' actions
     against AQS, the Company or the  Purchaser.  The  indemnification  and hold
     harmless claim according to the preceding  sentence shall be limited to the
     extent the AQS Reserves,  as defined in Section 5.5 (b) below,  are applied
    by the Company prior to full payment by Purchaser to Seller under 5.5 (b).

(b)  For a period of one (1) year  following  the  Closing  Date  (the  "Initial
     Period"),  the  Company  will first  apply the  amounts  of the  provisions
     ("Ruckstellungen") specifically made in respect of the risks related to AQS
     ("AQS  Reserves")  against any claims and expenses  arising related to AQS.
     The AQS Reserves in the 1997  Financial  Statements has been accrued by the
     Company only for book  purposes,  but no tax deduction or tax loss has been
     claimed by the Company for the AQS Reserves.  Within 30 days  following the
     end of the Initial Period,  the Company shall prepare a  reconciliation  of
     the AQS Reserves (the  "Reconciliation  Report"),  based upon the advice of
     the  Company's  Auditors (or such other  auditor or auditors as may then be
     serving as the Company's  auditors) and the advice of the Company's outside
     U.S. counsel Rogers & Wells LLP, or such other U.S. law firm as the Company


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     shall  select,  provided,  that the  selection of such U.S. law firm by the
     Company  shall be  subject  to the  prior  approval  of the  Seller,  which
     approval shall not be unreasonably withheld (the "Company's U.S. Counsel").
     The  Reconciliation  Report shall identify:  (i) all amounts applied by the
     Company  against  claims  and  expenses  from  the AQS  Reserve;  (ii)  all
     liquidated amounts that must be paid out of the AQS Reserve;  and (iii) all
     unliquidated  amounts that the Company and the Company's  Auditors (or such
     other auditor or auditors as may then be serving as the Company's auditors)
     reasonably believe, based upon the advice of the Company's U.S. Counsel, is
     necessary in order to cover any potential  claims and expenses with respect
     to AQS (the unliquidated  amounts referred to in this clause (iii) shall be
     referred to as the  "Contingent  Reserve").  Within one (1) week  following
     delivery of the  Reconciliation  Report,  Purchaser  shall pay to Seller an
     amount  by  which  the  AQS  Reserve  exceeds  the  amount  stated  on  the
     Reconciliation Report (net of any tax disadvantage incurred by Purchaser or
     Purchaser's parent and the parent's  subsidiaries (versus the tax deduction
     that  would  be  available  if  the  payment  were  to be  deducted  by the
     Company)).  With regard to the Contingent  Reserve,  the Purchaser shall be
     entitled to either:  (i) pay an amount equal to the  Contingent  Reserve to
     Seller; or (ii) retain the Contingent Reserve in which case Purchaser shall
     pay  semiannually  to  Seller  interest  on the  amount  of the  Contingent
     Reserve,  that remains  unliquidated,  from the date of the delivery of the
     Reconciliation  Report  until the  Contingent  Reserve or the  unliquidated
     remainder  thereof is paid to Seller by Purchaser.  The interest rate shall


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     be the  commercial  rate of interest  paid by the Company from time to time
     (or an equivalent rate to be applied by mutual agreement). The remainder of
     the Contingent Reserve shall be paid to Seller upon reversal ("Auflosung"),
     be it in part or in full, of the Contingent  Reserve.  Seller and Purchaser
     shall  have the same  rights to review  the  Reconciliation  Report and the
     payments  referred  to  therein  as  provided  for  the  Interim  Financial
     Statements in Article 3. Nothing contained in this paragraph (b) of Section
     5.5 shall be deemed to limit the  obligation  of Seller under the paragraph
(a) of this Section 5.5.                                              

5.6      Confidentiality                                                        

         To the  Closing  Date and for a period of three years  thereafter,  the
         Seller shall keep  confidential and not disclose to any third party any
         business or trade secret of the Company or the Subsidiaries, other than
   those which become publicly known through no fault of the Seller.

5.7      Board of the Company                                                   

         On the Closing  Date,  the Seller  will  deliver to the  Purchaser  the
         resignations,  effective  as of the Closing  Date,  of Messrs.  Ardelt,
         Burmester,  Hutten, and Schipporeit as members of the supervisory board


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         ("Aufsichtsrat") of the Company.  VIAG AG shall be entitled to nominate
         a  person,  to  be  mutually  agreed  upon  with  Purchaser  (it  being
         understood that VIAG AG makes a proposal and that  Purchaser's  consent
         shall not be  unreasonably  withheld),  to be  elected as member of the
         supervisory  board  of the  Company  and the  Purchaser  shall  use its
influence to have this person elected.                        

5.8      Board of Purchaser                                                     

         So long as Seller  or VIAG AG owns and  maintains  ownership  of equity
         and/or  convertible  notes which  represent,  or when  converted  would
         represent,  at least 6,000,000 common shares of Purchaser (adjusted for
         any share splits and similar  adjustments)  following the Closing Date,
         Purchaser's  management  will  propose  for  election  and will use all
         commercially  reasonable  efforts  to  support  the  nomination  to the
         Purchaser's  Board of  Directors  of  Maximilian  Ardelt or of  another
         mutually  agreed upon  representative  of VIAG AG (it being  understood
         that VIAG AG makes a proposal and that Purchaser's consent shall not be
unreasonably withheld).                                       

 ARTICLE 6
Representation and Agreements of Purchaser

Purchaser represents to Seller that:                                            


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6.1      Organisation, Qualification and Authority of the Purchaser             

         Purchaser is a corporation duly organized, validly existing and in good
         standing  under the laws of the State of Florida and has all  corporate
         power and  authority  to own its assets and carry on its  business,  to
         enter into and  perform its  obligations  under this  Agreement  and to
         issue the Notes and the Tech Data  Shares to be  delivered  pursuant to
Section 2.2.                                                  

6.2      Authorization of Notes                                                 

         The Notes have been duly authorized by all necessary  corporate  action
         of Purchaser  and, upon delivery  pursuant to Section 2.2, will be duly
         executed and delivered  and will  constitute  legal,  valid and binding
      obligations of Purchaser enforceable in accordance with their terms.

6.3      Authorization of Shares                                                

         The Tech Data  Shares to be  delivered  pursuant to Section 2.2 or upon
         conversion of the Notes in  accordance  with their terms have been duly
         authorized by all necessary  corporate action of Purchaser and all such
         Tech Data  Shares,  upon such  delivery or  conversion,  will have been
validly issued and will be fully paid and non-assessable.     


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6.4      Consents                                                               

         The  issuance  of the Notes and the Tech Data  Shares  pursuant  to the
         Agreement and the performance by Purchaser of its obligations hereunder
         and thereunder (i) do not require any consent,  approval,  registration
         or qualification  of our with any governmental  authority in the United
         States  (except as  contemplated  in Schedule B hereto),  (ii) will not
         result in a breach or violation of any of the terms and  provisions of,
         or  constitute a default  under,  any  agreement or instrument to which
         Purchaser  is a part,  except  where  consent  has been  obtained,  the
         Articles of  Incorporation  or By-Laws of  Purchaser  or any  judgment,
         decree or order of any court or  governmental  authority  and (iii) are
         not subject to any  pre-emptive  rights to  subscribe  for the Notes or
such Tech Data Shares.                                        

6.5      No Restrictions on Payment                                             

         Purchaser  is not,  and will not become,  a party to any  agreement  or
         instrument containing any restriction on the payment of interest on the
Notes or the principal of the Notes at maturity.              

 ARTICLE 7
 Liability of the Seller

7.1      Compensation for Damages                                               

         In the event of a breach of any  representation,  covenant or agreement
         of the Seller contained in this Agreement,  other than Sections 5.3 and


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         5.5, the Seller shall pay to the Purchaser 80% of the amount  necessary
         to create the situation  which the Company or a Subsidiary  would be in
without such a breach, provided, however, that                

         (a)      the Purchaser  shall first notify the Seller and if the breach
                  is of a nature that Seller could  reasonably cure such breach,
                  Purchaser  shall give the Seller the opportunity to remedy the
breach within a reasonable period of time,  

         (b)      the  Purchaser  shall use  reasonable  efforts to mitigate the
                  damages   suffered   as  a   result   of  the   breach   of  a
representation, covenant or agreement, and  

         (c)      the Seller's  obligation shall be reduced by 80% of all actual
                  or potential advantages connected with such damages (including
                  a reduction of the taxable  income of the  respective  company
                  benefiting  it and tax  refunds  paid to, or assessed in favor
                  of, the Company or a Subsidiary (at the time the damage claims
                  are asserted in writing towards the Seller) resulting from, or
      related to, the condition which caused the breach;

         (d)      the Seller shall not be  responsible  under this Article 7 for
                  damages  for  items  that  result in both a claim  under  this
                  Article 7 and a  purchase  price  adjustment  pursuant  to the
provisions of Article 3;                    


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         (e)      for items  related to the periods  prior to March 31, 1998 and
                  which may be reflected in  financial  statements  the purchase
                  price  adjustment  provisions  of Article 3 shall  exclusively
apply.                                      

7.2      Provisions                                                             

         The Seller shall be liable for a breach of any representation, covenant
         or agreement  hereunder  only to the extent its claims arising from the
         breach  are  higher  than the sum of (i) any  provisions  and  reserves
         contained  in the  Interim  Financial  Statements  - other than the AQS
         Reserve  which is  exclusively  dealt with in  Section  5.5 - which are
         related  to,  or may be used  for,  the  matter  for  which a breach is
         claimed (at the time the damage claims are asserted in writing  towards
         the Seller) or (ii) the  payments on accounts  receivable  (at the time
         the damage  claims are  asserted in writing  towards the Seller)  which
         were  written  off,  or for  which  excessive  individual  or  lump-sum
         adjustments have been made ("Einzel- und  Pauschalwertberichtigungen"),
in the Interim Financial Statements.                          

7.3      Notice of Breach; Third-Party Claims                                   

         (a)      If the Purchaser becomes aware of any fact which may result in
                  a liability  of the Seller under  Section  7.1, the  Purchaser
                  shall  without  undue  delay  give the Seller  written  notice
                  thereof  and  shall use  commercially  reasonable  efforts  to
                  provide the Seller with the  opportunity  to  investigate  any
such matter.                                


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      (b)      If a third party asserts a claim against the Purchaser, the
                Company or a Subsidiary which might result in a liability of
                 Seller under Section 7.1, the Purchaser shall give the Seller
               the opportunity to defend, at its own cost, such claim. The
                 Seller, if it elects to tender a defense, shall have the sole
            power to direct and control such defense. In particular,
                without limitation, (i) the Purchaser shall allow the Seller
                  to participate in all material negotiations and correspondence
                 with such third party, (ii) no settlements,  acknowledgements
           or waivers shall be binding upon the Seller without the
                 consent of the Seller. The Purchaser shall provide the Seller
                  commercially reasonable assistance in the defense of any third
                party claims for which indemnity is sought by the Purchaser.
                In the event the Seller fails to tender a defense to a third
          party claim which is properly covered by the indemnity
                provisions of this 7, the  Purchaser  shall be  entitled  to
            recover any and all costs and expenses of defending such
claims.                                     

         (c)      The Purchaser  shall promptly  inform the Seller of any notice
                  of  a  tax   audit  or   audit   regarding   social   security
                  contributions  relating  to time  periods  before the  Closing
                  Date,  and shall permit the Seller or its  representatives  to
                  participate,  at the  Seller's  expense,  in such  audits  and
                  defend in good faith any tax  assessment  in  accordance  with
subparagraph (b) of this Section 7.3.       

         (d)      The Purchaser's  failure to comply with any of its obligations
                  under this  Section  7.3 shall  release  the  Seller  from its


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                  obligations  under  Section  7.1  (solely as it relates to the
                  claim for which the failure is alleged to occur) to the extent
           that the defense of Seller is affected by such failure.

7.4      Limitation Periods                                                     

         All rights and claims of the Purchaser resulting from Section 7.1 shall
         be  time-barred  15 months after the Closing Date,  provided,  however,
         that (i) any claims  arising  out of the  representation  contained  in
         Section 4.2 shall be subject to a limitation period of five years after
         the date  hereof,  (ii) any  claims  with  respect  to taxes and social
         security  contributions  under Section 4.11 shall be time-barred  three
         (3) months after the final and binding  assessment  of the relevant tax
or social security contribution.                              

7.5      Limitations in Amount                                                  

         The  Purchaser  may  assert  claims  based on  Section  7.1 only if the
         individual  claim exceeds an amount of DM [*] and the aggregate  amount
         of all  claims  exceeds  DM [*] it  being  understood  that if any such
         amount is exceeded,  the Purchaser may only recover the excess  amount.
         The aforementioned  amount of DM [*] shall be reduced by the amount, if
         any,  by which  the Net  Equity  in the  Interim  Financial  Statements
         (Article 3) is below DM [*]. The  Seller's  aggregate  liability  under
Section 7.1 shall be limited to an amount of DM [*].          

         [* Document  contains certain  confidential  information which has been
         omitted and has been filed  separately with the Securities and Exchange
Commission.]                                                  


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7.6      No Other Rights and Remedies                                           

         Except for the  representations  and covenants  contained in Articles 4
         and 5, the Seller makes no other  representation  or covenant,  whether
         explicit  or  implied.  Furthermore,  all other or  further  rights and
         remedies  which  might be given under  statutory  law or  otherwise  in
         addition  to those  contained  in Section 7.1 are  excluded  except for
         claims of specific performance  ("Erfullungsanspruche")  and except for
         claims based upon wilful  misconduct  ("Vorsatz").  This applies to all
         rights  and  remedies  of any  legal  nature,  in  particular,  without
         limitation, to all rights and remedies based on a potential breach of a
         duty to negotiate in good faith ("culpa in  contrahendo")  and,  except
         for the  termination  rights  set forth in Section 8, to all rights and
         remedies which would result in a cancellation, rescission or revocation
of this Agreement.                                            

7.7      Knowledge                                                              

         To the extent that the  representations in Article 4 are based upon the
         knowledge or awareness of the Seller, such knowledge or awareness shall
         be limited to the  knowledge or awareness of members of the  management
         board of the  Seller on the date  hereof and of the  persons  listed in
         Schedule  7.7(after  reasonable  investigation and inquiry by them with
the management board of the Company).                         


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7.8.     Disclosure Schedule                                                    

         Without  prejudice  to any rights of the Parties  under this Article 7,
         the Seller shall be obliged to supplement the Disclosure  Schedule (see
     Article 4) between the date of this Agreement and the Closing Date.

7.9      Other Claims                                                           

         This Article 7 shall not apply to claims arising under Sections 5.3 and
5.5 of this Agreement.                                                          

 ARTICLE 8
 Anti-Trust Clearance, Closing Condition

8.1      Anti-Trust Clearance                                                   

         The  obligation  of the  Seller to  transfer  the Sold  Shares  and the
         obligation  of the  Purchaser to acquire the shares shall be subject to
         the  condition  precedent  that  the  consummation  of the  transitions
         contemplated   hereby  is   permissible   pursuant   to  Article  7  of
         EC-Regulation   4064/89  on  the  Control  of  Concentrations   between
         Undertakings and the  Hart-Scott-Rodino  Antitrust  Improvements Act of
1976, as amended ("HSR").                                     

8.2      Notification to the Commission                                         

         The  Purchaser  shall  ensure that the complete  notification  required
         under  EC-Regulation  4064/89  and HSR will be made as soon as possible
         but in no event later than seven days after execution of this Agreement


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         for Brussels and 30 days after this Agreement for HSR. The Seller shall
         closely  cooperate  with  the  Purchaser  in the  preparation  of  such
notifications.                                                

8.3      Approval of Supervisory Boards of Seller and VIAG AG                   
Approval of Board of Directors of Purchaser                   

         The  obligation  of the  Seller to  transfer  the Sold  Shares  and the
         obligation  of the  Purchaser  to  purchase  the Sold  Shares  shall be
         subject  to  the  conditions  precedent  that  the  Supervisory  Boards
         ("Aufsichtsrat")  of  the  Seller  and of  VIAG  AG and  the  Board  of
         Directors of the Purchaser  shall have approved this  Agreement and the
transactions contemplated hereby.                             

8.4      Consent by Purchaser's Lenders                                         

         The  obligation  of the  Seller to  transfer  the Sold  Shares  and the
         obligation of the Purchaser to acquire the Sold Shares shall be subject
         to the condition  precedent that the Purchaser  shall have obtained the
         consent to this Agreement and the transactions  contemplated  hereby of
         Purchaser's  lenders/banks  as  is  necessary  for  the  fulfilment  of
         Purchaser's  obligations under Purchaser's  credit facilities with such
lenders/banks.                                                

8.5      Additional Agreements                                                  

         The Seller and the  Purchaser  agree to use their best efforts to take,
         and/or cause to be taken all reasonable  action, and to do, or cause to
         be done, all things  necessary,  proper or advisable  under  applicable
         laws and regulations,  to consummate and make effective the transaction


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         contemplated by this Agreement as  expeditiously  as  practicable.  The
         Seller  also  agrees  to use its best  efforts  to have  the  Company's
         Auditors assist  Purchaser and their  accountants in the preparation of
         financial  statements  for the  Company in  accordance  with  generally
         accepted  accounting  and auditing  principles as adopted in the United
         States  of  America,   and  provide  Consent  Letters  and  such  other
         documentation  as may be required to be filed under  securities laws of
         the United States of America. If at any time after the Closing Date any
         further  action is  necessary or desirable to carry out the purposes of
         this  Agreement,  the proper person,  officers and directors of each of
         the parties to this Agreement  shall take or cause to be taken all such
         necessary  action  including,  without  limitation,  the  execution and
         delivery of such further instruments and documents as may be reasonably
         requested  by any party for such  purposes or  otherwise to complete or
perfect the transactions contemplated hereby.                 

8.6      Termination                                                            

         This Agreement may be terminated at any time prior to the Closing Date:

(a)      by mutual consent of the Purchaser and the Seller; or

         (b)      by either the Purchaser or the Seller if the Closing shall not
                  have  occurred on or before  December 31, 1998 other than as a
                  result of such  party's  willful  breach of the  Agreement  or


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unwillingness to perform hereunder.         

8.7      Effect of Termination                                                  

         Upon the  termination of this Agreement in accordance with Section 8.6,
         this  Agreement,  other than the  obligations  of each party  under the
         Confidentiality  Agreement  dated the 20th day of  February  1998 shall
         forthwith  become null and void,  without any  liability on the part of
         any party hereto, or any subsidiaries or affiliate of, or any officers,
         directors or employees of, any party.  Except in the case of a mutually
         agreeable  termination under Section 8.6 (a) hereof,  nothing contained
         in this Section 8.7 shall  relieve any party of any  liability  for the
breach of a covenant set forth in this Agreement.             

 ARTICLE 9
 Miscellaneous

9.1      Company's Headquarters                                                 

         Munich  shall be the place of the  European  headquarters/  Seat of the
         Company provided that no material tax disadvantages will result for the
         Purchaser/the  Company.  The  operational  headquarters  of the Company
shall be Munich for at least three (3) years, in any case.    


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9.2      VIAG Loans                                                             

         The Purchaser  agrees that the loan in the amount of DM  100,000,000.00
         granted  to the  Company  by  VIAG AG will  be  repaid,  together  with
         interest accrued thereon, within thirty (30) days following the Closing
Date.                                                         

9.3      Notices                                                                

         All notices or other  communications  hereunder shall be deemed to have
         been duly made if in writing and personally delivered by hand delivery,
         registered  mail with return  receipt or express  courier  service with
         delivery  receipt or sent by telecopier,  provided that the telecopy is
         promptly  confirmed in writing,  to the person at the address set forth
         below,  or such other  address as may be  designated in the same manner
hereafter:                                                    

To the Seller:                                                

Dr. Wolf Roth                                                 
Klockner & Co. AG                                             
Neudorfer Stra(beta)e 3-5                                     
47057 Duisburg                                                
Germany                                                       
Telecopier: (49) 203-307-5050                                 


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To the Purchaser:                                             

Mr. Jeffery P. Howells                                        
Executive Vice President and CFO                              
Tech Data Corporation                                         
5350 Tech Data Drive                                          
Clearwater, Florida, USA 33760                                
Telecopier: (813) 538 5860                                    

9.4      Assignment                                                             

         The Purchaser may, prior to the Closing Date,  assign all of its rights
         and  obligations  under this  Agreement to a  wholly-owned  subsidiary,
         provided that the Purchaser  shall remain jointly and severally  liable
         for all of its obligations assumed hereunder. The provisions of Section
         2.3 shall  inure to the benefit of and be binding  upon the  successors
         and assigns of each of the  parties and the holders of the  Registrable
         Securities,  including,  without the need for an express  assignment or
         any consent by the Purchaser thereto, subsequent holders of Registrable
         Securities,  to the extent that such subsequent  holders are any of the
         Seller,  VIAG or  subsidiaries  of VIAG and not third  parties who have
         purchased the Registrable  Securities  from any of the Seller,  VIAG or
subsidiaries of VIAG.                                         

9.5      Public Disclosure                                                      

         Prior to the Closing,  no Party shall make any press release or similar
         public  announcement  with respect to this Agreement  without the prior
         written consent of the other Party, except as may be required to comply
         with  the  requirements  of  any  applicable  laws  or  the  rules  and
         regulations  of any stock  exchange upon which the securities of one of


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         the Parties are listed.  If  disclosure  is required by law,  the Party
         that is required to disclose shall notify the other Party prior to such
         disclosure  and use its best efforts to mutually agree upon the content
of the disclosure.                                            

9.6      Taxes and Expenses                                                     

         All transfer taxes,  fees (including  notarial fees),  stamp duties and
         charges payable in connection with the execution and  implementation of
         this Agreement  shall be borne by the Purchaser.  The Purchaser and the
         Seller  shall  split the costs of the  audit of the  Interim  Financial
         Statements  (Section  3.3) and the fees charged by the  authorities  in
         connection with the Hart Scott Rodino filing in the US which are due to
         the inclusion of AQS in this transaction.  Each Party shall pay its own
         expenses,  including the fees of its  advisers,  incurred in connection
with this Agreement.                                          

9.7      Entire Agreement                                                       

         This  Agreement  (including all Schedules  hereto)  contains the entire
         agreement between the Parties with respect to the subject matter hereof
         and supersedes all prior  agreements  and  understandings  with respect
         thereto, except for the Confidentiality Agreement dated the 20th day of
         February,  1998. This Agreement does supersede  Sections 7 and 8 of the
Confidentiality Agreement.                                    


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9.8      Amendments                                                             

         This  Agreement may only be amended by written  instrument  executed by
all Parties and explicitly referring to this Agreement.       

9.9      Governing Law; Language                                                

         This Agreement shall be governed by, and construed in accordance  with,
         the laws of the Federal  Republic of Germany,  except that  Section 2.3
         (and the related  Schedules)  shall be governed  by, and  construed  in
         accordance  with  the  laws of the  State  of  Florida,  applicable  to
         agreements  made and to be performed  within the state,  without giving
effect to any provisions relating to conflicts of laws.       

         The English language  version of this Agreement shall govern.  Terms to
         which  a  German  translation  has  been  added  shall  be  interpreted
         throughout this Agreement in the meaning assigned to them by the German
translation.                                                  

9.10     Arbitration                                                            

         Any  dispute  arising  out of or  relating  to this  Agreement,  or the
         breach,  termination or invalidity  hereof,  shall be finally  settled,
         under  exclusion of any state court's  competence,  by  arbitration  in
         accordance with the Arbitration  Rules of the Deutsche  Institution fur
         Schiedsgerichtsbarkeit  e.V. (DIS). The arbitral tribunal shall consist
         of three arbitrators.  Each arbitrator shall be eligible for the office
         of a judge  ("Befahigung  zum  Richteramt")  in  Germany.  The place of


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         arbitration  shall be Frankfurt or any other place mutually agreed upon
         by the  parties  hereto.  The  language  to be  used  in  the  arbitral
         proceeding shall be the English language,  provided that no Party shall
         be under  an  obligation  to  translate  any  documents  in the  German
language submitted to the arbitral tribunal.                  

9.11     Severability                                                           

         Should  any  provision  of  this  Agreement,  or  any  provision  to be
         incorporated in the future, be or become invalid or unenforceable,  the
         validity  of the  balance  of  this  Agreement  shall  not be  affected
         thereby. The same applies if this Agreement contains any omissions.  In
         lieu of the invalid or unenforceable  provision or in order to complete
         any omission, a fair provision shall apply which, to the extent legally
         permissible,  comes as  close  as  possible  to what  the  Parties  had
         intended or would have intended, according to the spirit and purpose of
         this  Agreement  if they had  considered  the  matter  at the time this
         Agreement  was  executed.  The same applies if the provision is invalid
because of the stipulated scope of time period.               

/S/                                                                             
Klockner & Co. AG                                                               
By: ______________________                                                      

/S/                                                                             
Tech Data Corporation                                                           
By: ______________________                                                      
Chairman and Chief Executive Officer

Dates Referenced Herein   and   Documents Incorporated by Reference

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12/31/9844
9/30/981421
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For Period End:7/1/983,  8-K/A
6/30/98114
4/14/981
3/31/981038
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