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                                     2000
                        NON-QUALIFIED STOCK OPTION PLAN
                                      OF
                             TECH DATA CORPORATION


1.   PURPOSE.

     The purposes of the 2000 Non-Qualified Stock Option Plan of Tech Data
Corporation (the "Plan") are to advance the interests of the Company and its
shareholders by strengthening the ability of the Company to attract, retain and
reward selected employees, to motivate selected employees to achieve business
objectives established to promote the long-term growth, profitability and
success of the Company, and to encourage ownership of the Common Stock of the
Company by participating employees allowing such employees to participate in the
long-term growth of the Company. The Plan authorizes non-qualified stock
options.

2.   DEFINITIONS.

     For the purposes of the Plan, the following terms shall have the following
meanings:

     (a)  "BOARD OF DIRECTORS" means the Board of Directors of the Company.

     (b)  "COMMITTEE" means the committee of the Board of Directors established
and constituted as provided in Section 5 of the Plan.

     (c)  "COMMON STOCK" means the common stock, par value of $.0015, of the
Company, or any security issued by the Company in substitution or exchange
therefor or in lieu thereof.

     (d)  "DISABILITY" means disability of the Holder within the meaning of
Section 22(e)(3) of the Internal Revenue Code ("Code").

     (e)  "COMPANY" means Tech Data Corporation, a Florida corporation, or any
successor corporation.

     (f)  "EMPLOYEE" means any individual, including any non-executive officer
of the Company, who is on the active payroll of the Company or a Subsidiary at
the relevant time.

     (g)  "FAIR MARKET VALUE" means, in respect of any date on or as of which a
determination thereof is being or to be made, the last sales price per share  of
the Common Stock reported on such date on  The Nasdaq National Market or on any
other national securities exchange registered under the Exchange Act upon which
the Common Stock is then listed, or, if the Common Stock was not traded on such
date, on the next preceding day on which sales of shares of the Common Stock
were reported on  The Nasdaq National Market or on any other national securities
exchange registered under the Exchange Act upon which the Common Stock is then
listed.

     (h)  "NON-QUALIFIED STOCK OPTION" means any option to purchase shares of
Common Stock granted pursuant to the provisions of Section 6 of the Plan.

     (i)  "PARTICIPANT" means any Employee of the Company or a Subsidiary who
receives a grant under the Plan.

     (j)  "PLAN" means this 2000 Non-Qualified Stock Option Plan of the Company,
as set forth herein and as hereafter amended from time to time in accordance
with the terms hereof.
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     (k)  "RETIREMENT" means approved retirement as determined by the Committee
or its designee, established and constituted as provided in Section 5 of the
Plan.

     (l)  "STOCK OPTION" means  any Non-Qualified Stock Option granted pursuant
to Section 6 of the Plan.

     (m)  "SUBSIDIARY" means any corporation or entity in which the Company
directly or indirectly owns or controls 50% or more of the equity securities
issued by such corporation or entity having the power to vote for the election
of directors.

3.   EFFECTIVE DATE; TERM.

     (a)  EFFECTIVE DATE. The Plan shall be effective on April 3, 2000.

     (b)  TERM. The Plan shall remain in effect until June 20, 2010, unless
sooner terminated by the Board of Directors. Termination of the Plan shall not
affect grants then outstanding.

4.   SHARES OF COMMON STOCK SUBJECT TO PLAN.

     (a)  MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN. The
maximum aggregate number of shares of Common Stock which may be issued pursuant
to the Plan, subject to adjustment as provided in Section 4(b) of the Plan,
shall be 1,500,000, plus (i) any shares of Common Stock issued under the Plan
that are forfeited back to the Company or are canceled, and (ii) any shares of
Common Stock that are tendered, whether by physical delivery or by attestation,
to the Company by a Participant as full or partial payment of the exercise price
of any Stock Option granted pursuant to the Plan or in payment of any applicable
withholding for federal, state, city, local or foreign income, payroll or other
taxes incurred in connection with the grant, vesting or exercise of any Stock
Option granted under the Plan. The shares of Common Stock which may be issued
under the Plan may be authorized and unissued shares or issued shares which have
been reacquired by the Company. No fractional share of the Common Stock shall be
issued under the Plan. Awards of fractional shares of the Common Stock, if any,
shall be settled in cash.

     (b)  ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event of any
change in the capital structure, capitalization or Common Stock of the Company
such as a stock dividend, stock split, recapitalization, merger, consolidation,
split-up, combination or exchange of shares or other form of reorganization, or
any other change affecting the Common Stock, such proportionate adjustments, if
any, as the Board of Directors in its discretion may deem appropriate to reflect
such change shall be made with respect to: (i) the maximum number of shares of
Common Stock which may be (1) issued pursuant to the Plan, (2) the subject of
any type of grant under the Plan, and (3) granted or issued to any Participant
pursuant to any provision of the Plan; (ii) the number of shares of Common Stock
subject to any outstanding  Stock Option, made to any Participant under the
Plan; (iii) the per share exercise price in respect of any outstanding Stock
Options; and (iv) any other term or condition of any grant affected by any such
change.

5.   ADMINISTRATION.

     (a)  THE COMMITTEE. The Plan shall be administered by the Committee to be
appointed from time to time by the Board of Directors and comprised of not less
than three  members.  Members of the Committee shall serve at the pleasure of
the Board of Directors. The Board of Directors may from time to time remove
members from, or add members to, the Committee. A majority of the members of the
Committee shall constitute a quorum for the transaction of business and the acts
of a majority of the

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members present at any meeting at which a quorum is present shall be the acts of
the Committee. Any one or more members of the Committee may participate in a
meeting by conference telephone or similar means where all persons participating
in the meeting can hear and speak to each other, which participation shall
constitute presence in person at such meeting. Action approved in writing by a
majority of the members of the Committee then serving shall be fully as
effective as if the action had been taken by unanimous vote at a meeting duly
called and held. The Company shall make grants under the Plan in accordance with
the terms and conditions specified by the Committee, which terms and conditions
shall be set forth in grant agreements in such forms as the Committee shall
approve.

     (b)  COMMITTEE POWERS. The Committee shall have full power and authority to
operate and administer the Plan in accordance with its terms. The powers of the
Committee include, but are not limited to, the power to: (i) select Participants
from among the Employees of the Company and Subsidiaries  including establishing
guidelines, criteria, and overall numbers of and limits of grants; (ii)
establish the terms and conditions of all grants  made under the Plan, subject
to any applicable limitations set forth in, and consistent with the express
terms of, the Plan; (iii) make grants, conditionally or unconditionally, and
consistent with, the express provisions of the Plan; (iv) reduce the amount of
any grant; (v) prescribe the form or forms of grant agreements and offer
instruments evidencing grants under the Plan; (vi) construe and interpret the
Plan and make any determination of fact incident to the operation of the Plan;
(vii) promulgate, amend and rescind rules and regulations relating to the
implementation, operation and administration of the Plan; (viii) adopt such
modifications, procedures and subplans as may be necessary or appropriate to
comply with the laws of other countries with respect to Participants or
prospective Participants employed in such other countries; (ix) in its sole
discretion to accelerate the date on which any option may be exercised and may
accelerate the vesting of any shares of Common Stock subject to any option or
previously acquired shares by the exercise of any option; (x) the power to
delegate responsibility for Plan operation, management and administration on
such terms consistent with the Plan, as the Committee may establish; (xi)
delegate to other persons the responsibility for performing administrative or
ministerial acts in furtherance of the Plan; (xii) engage the services of
persons and firms, including banks, consultants , insurance companies and
broker-dealers in furtherance of the Plan's activities; and (xiii) make all
other determinations and take all other actions as the Committee may deem
necessary or advisable for the administration and operation of the Plan.

     (c)  COMMITTEE'S DECISIONS FINAL. Any determination, decision or action of
the Committee in connection with the construction, interpretation,
administration or application of the Plan, and of any grant agreement, shall be
final, conclusive and binding upon all Participants, and all persons claiming
through Participants, affected thereby.

6.   STOCK OPTIONS.

     (a)  IN GENERAL. Options to purchase shares of Common Stock may be granted
under the Plan and shall be Non-Qualified Stock Options. All Stock Options shall
be subject to the terms and conditions of this Section 6 and shall contain such
additional terms and conditions, not inconsistent with the express provisions of
the Plan, as the Committee shall determine.

     (b)  ELIGIBILITY AND LIMITATIONS. Any non-executive officer of the Company
and any other Employee of the Company or a Subsidiary may be granted Stock
Options. The Committee shall determine, in its discretion, the Employees to whom
Stock Options will be granted, the timing of such grants, and the number of
shares of Common Stock subject to each Stock Option granted. In no event shall
any Stock Option be granted to a Participant in exchange for the Participant's
agreement to the cancellation of one or more Stock Options then held by such
Participant if the exercise price of the new grant is lower than the exercise
price of the grant to be cancelled and in no event shall any Stock Option be
amended to reduce the option price, except as contemplated by Section 4(b) of
the Plan.

     (c)  OPTION EXERCISE PRICE. The per share exercise price of each Stock
Option granted

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under the Plan shall be determined by the Committee prior to or at the time of
Grant.

     (d)  OPTION TERM. The term of each Stock Option shall be fixed by the
Committee.

     (e)  EXERCISABILITY. A Stock Option shall be exercisable at such time or
times and subject to such terms and conditions as shall be determined by the
Committee at the date of grant; provided, however, that no Stock Option shall be
exercisable during the first six months after the date such Stock Option is
granted.  No Stock Option may be exercised unless the holder thereof is at the
time of such exercise an Employee and has been continuously an Employee since
the date such Stock Option was granted, except that the Committee may permit the
exercise of any Stock Option for any period following the Participant's
termination of employment not in excess of the original term of the Stock Option
on such terms and conditions as it shall deem appropriate and specify in the
related grant agreement.

     (f)  METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in
part, by giving written notice of exercise to the Company specifying the number
of shares of Common Stock to be purchased. Such notice shall be accompanied by
payment in full of the purchase price, plus any required withholding taxes, in
cash or, if permitted by the terms of the related grant agreement or otherwise
approved in advance by the Committee, in shares of Common Stock already owned by
the Participant valued at the Fair Market Value of the Common Stock on the date
of exercise. The Committee may also permit Participants, either on a selective
or aggregate basis, to simultaneously exercise Stock Options and sell the shares
of Common Stock thereby acquired pursuant to a brokerage or similar arrangement
approved in advance by the Committee and to use the proceeds from such sale to
pay the exercise price and withholding taxes.

7.   NON-TRANSFERABILITY OF GRANTS.

     No grant under the Plan, and no right or interest therein, shall be (i)
assignable, alienable or transferable by a Participant, except by will or the
laws of descent and distribution, or (ii) subject to any obligation, or the lien
or claims of any creditor, of any Participant, or (iii) subject to any lien,
encumbrance or claim of any party made in respect of or through any Participant,
however arising. During the lifetime of a Participant, Stock Options are
exercisable only by, and shares of Common Stock issued upon the exercise of
Stock Options to, the Participant or his or her legal representative. The
Committee may, in its sole discretion, authorize written designations of
beneficiaries and authorize Participants to designate beneficiaries with the
authority to exercise Stock Options granted to a Participant in the event of his
or her death. Notwithstanding the foregoing, the Committee may, in its sole
discretion and on and subject to such terms and conditions as it shall deem
appropriate, which terms and conditions shall be set forth in the related grant
agreement: (i) authorize a Participant to transfer all or a portion of any Stock
Option granted to such Participant; provided, that in no event shall any
transfer be made to any person or persons other than such Participant's spouse,
children or grandchildren, or a trust for the exclusive benefit of one or more
such persons, which transfer must be made as a gift and without any
consideration; and (ii) provide for the transferability of a particular grant
pursuant to a qualified domestic relations order. All other transfers and any
retransfer by any permitted transferee are prohibited and any such purported
transfer shall be null and void. Each Stock Option which becomes the subject of
permitted transfer (and the Participant to whom it was granted by the Company)
shall continue to be subject to the same terms and conditions as were in effect
immediately prior to such permitted transfer. The Participant shall remain
responsible to the Company for the payment of all withholding taxes incurred as
a result of any exercise of such Stock Option. In no event shall any permitted
transfer of a Stock Option create any right in any party in respect of any Stock
Option other than the rights of the qualified transferee in respect of such
Stock Option specified in the related grant agreement.

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8.   CHANGE IN CONTROL.

     (a)  EFFECT ON GRANTS. In the event of a Change in Control (as defined
below) of the Company, except as the Board of Directors comprised of a majority
of Continuing Directors may expressly provide otherwise, and notwithstanding any
other provision of the Plan to the contrary, all Stock Options then outstanding
shall become fully exercisable as of the date of the Change in Control, whether
or not then exercisable.

     (b)  CHANGE IN CONTROL DEFINED. A "Change in Control" of the Company shall
occur when: (i) any Acquiring Person (other than the Company, any Subsidiary,
any employee benefit plan of the Company or of any Subsidiary, or any person or
entity organized, appointed or established by the Company or a Subsidiary for or
pursuant to the terms of any such plans), alone, or together with its Affiliates
and Associates, shall become the beneficial owner of fifty percent (50%) or more
of the shares of Common Stock then outstanding and provided that the Continuing
Directors of the combined companies specifically determine that it is a "change
in control" of the Company; or (ii) the shareholders of the Company approve a
definitive agreement for a merger or consolidation involving the Company which
would result in the Common Stock outstanding immediately prior to such merger or
consolidation continuing to represent (whether by remaining outstanding or by
being converted into voting securities of the surviving entity) less than fifty
percent of the combined voting power of the Company and such other entity
outstanding immediately after such merger or consolidation; or (iii) the
shareholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or other disposition of all or
substantially all of the assets of the Company; or (iv) the Continuing Directors
no longer constitute a majority of the Board of Directors. "Acquiring Person"
means any person (any individual, firm, corporation or other entity) who or
which, together with all its Affiliates and Associates, shall be the beneficial
owner of a substantial block of Common Stock. "Affiliate" and "Associate" shall
have the respective meanings ascribed to such terms in Rule 12b-2 under the
Exchange Act. "Continuing Director" means any individual who is a member of the
Board of Directors, while such individual is a member of the Board of Directors,
who is not an Acquiring Person, or an Affiliate or Associate of an Acquiring
Person, or a representative or nominee of an Acquiring Person or of any such
Affiliate or Associate, and was a member of the Board of Directors prior to the
occurrence of a Change in Control, and any successor of a Continuing Director,
while such successor is a member of the Board of Directors, who is not an
Acquiring Person, or an Affiliate or Associate of an Acquiring Person, or
representative or nominee of an Acquiring Person or of any such Affiliate or
Associate, and is recommended or elected to succeed the Continuing Director by a
majority of the Continuing Directors.

9.   AMENDMENT AND TERMINATION.

     The Board of Directors may at any time terminate the Plan, except with
respect to grants then outstanding. The Board of Directors may amend the Plan at
any time and from time to time in such respects as the Board of Directors may
deem necessary or appropriate without approval of the shareholders.

10.  MISCELLANEOUS.

     (a)  WITHHOLDING TAXES. Any applicable withholding for taxes of any kind
will apply to all options granted under the plan at the time of grant, vesting
or exercise as required. The Company shall have the right to deduct from any
amount payable under the Plan, including delivery of shares of Common Stock to
be made under the Plan, all federal, state, city, local or foreign taxes of any
kind required by law to be withheld with respect to such payment and to take
such other actions as may be necessary in the opinion of the Company to satisfy
all obligations for the payment of such taxes. If shares of Common Stock are
used to satisfy withholding taxes, such shares shall be valued based on the Fair
Market Value thereof on the date when the withholding for taxes is required to
be made. The Company

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shall have the right to require a Participant to pay cash to satisfy withholding
taxes as a condition to the payment of any amount (whether in cash or shares of
Common Stock) under the Plan.

     (b)  NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the
making of any grant shall confer upon any Employee any right to continued
employment with the Company or any Subsidiary, nor shall it interfere in any way
with the right of the Company or any Subsidiary to terminate the employment of
any Employee at any time, with or without cause.

     (c)  SECURITIES LAW RESTRICTIONS. In no event shall the Company be
obligated to issue or deliver any shares of Common Stock if such issuance or
delivery shall constitute a violation of any provisions of any law or regulation
of any governmental authority or securities exchange. No shares of Common Stock
shall be issued under the Plan unless counsel for the Company shall be satisfied
that such issuance will be in compliance with all applicable Federal and state
securities laws and regulations and all requirements of any securities exchange
on which the Common Stock is listed.

     (d)  GRANT AGREEMENTS. Each Participant receiving a grant under the Plan
shall enter into a grant agreement with the Company in a form specified by the
Committee agreeing to the terms and conditions of the grant and such related
matters as the Committee shall, in its sole discretion, determine.

     (e)  SEVERABILITY. In the event any provision of the Plan shall be held to
be invalid or unenforceable for any reason, such invalidity or unenforceability
shall not affect the remaining provisions of the Plan.

     (f)  TRANSITION - 1990 PLAN. The Plan replaces the 1990 Incentive and Non-
Statutory Stock Option Plan (the "1990 Plan") and is effective on April 3, 2000.
The 1990 Plan shall automatically terminate on June 20, 2000, except that such
termination shall not affect any grants or awards then outstanding under the
1990 Plan.

     (g)  GOVERNING LAW. The Plan shall be governed by and construed in
accordance with the laws of the State of Florida.

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