AMERIQUEST TECHNOLOGIES INC, 10-Q, 1996-05-14

AMERIQUEST TECHNOLOGIES INC
10-Q, 1996-05-14
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<PAGE>

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

----------------

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended March 31, 1996

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 From _______________ to _______________

Commission File Number 1-10397

AMERIQUEST TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 33-0244136
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

3 IMPERIAL PROMENADE, SANTA ANA, CA 92707
(Address of principal executive office) (Zip Code)

Registrant's telephone number: (714) 445-5000

Indicate by check mark, whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such report(s), and (2) has been subject to
filing requirements for the past 90 days. Yes X No

At May 14, 1996 there were 61,586,902 shares of the Registrant's Common
Stock outstanding.

<PAGE>

PART I. FINANCIAL INFORMATION

AMERIQUEST TECHNOLOGIES, INC.

FORM 10-Q

FOR THE QUARTER ENDED MARCH 31, 1996

ITEM 1. FINANCIAL STATEMENTS

The financial statements included herein have been prepared by AMERIQUEST
TECHNOLOGIES, INC. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
normally included in the financial statements prepared in accordance with
generally accepted accounting principles has been omitted pursuant to such
rules and regulations. However, the Company believes that the financial
statements, including the disclosures herein, are adequate to make the
information presented not misleading. It is suggested that the financial
statements be read in conjunction with the Annual Report on Form 10-K for the
fiscal year ended June 30, 1995 as filed with the Securities and Exchange
Commission.

On September 30, 1995, the Company changed its fiscal year end from June 30
to September 30. Due to the change in fiscal year end, it may also be useful
to read the 10-Q for the transition period from June 30, 1995 to September 30,
1995.

2
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
MARCH 31, SEPTEMBER 30,
1996 1995
--------- -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash................................................ $ 1,734 $ 210
Accounts receivable, less allowance for doubtful
accounts of $8,188 and $7,786 as of March 31, 1996
and September 30, 1995 respectively................ 53,185 51,013
Inventories......................................... 50,105 42,335
Other current assets................................ 1,878 975
--------- --------
Total current assets.............................. 106,902 94,533
PROPERTY AND EQUIPMENT, NET........................... 6,610 7,527
INTANGIBLE ASSETS, NET................................ 10,037 10,536
Other assets.......................................... 2,675 2,359
--------- --------
$ 126,224 $114,955
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable.................................... $ 35,227 $ 36,216
Notes payable....................................... 72,258 45,244
Other current liabilities........................... 7,660 9,244
--------- --------
Total current liabilities......................... 115,145 90,704
--------- --------
LONG-TERM OBLIGATIONS................................. 2,916 6,686
--------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; authorized 5,000,000
shares; issued and outstanding 2,923,604 shares
as of March 31, 1996 and 2,596,525 shares
as of September 30, 1995............................. 29 26
Common stock, $0.1 par value; authorized 200,000,000
shares; issued and outstanding 28,448,545 and
23,896,140 shares as of March 31, 1996, and September
30, 1995............................................. 284 239
Additional paid-in capital............................ 110,994 106,476
Accumulated deficit................................... (103,144) (89,176)
--------- --------
Total stockholders' equity........................ 8,163 17,565
--------- --------
$ 126,224 $114,955
========= ========
</TABLE>

3
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED SIX MONTHS ENDED
MARCH 31, MARCH 31,
---------------------- ----------------------
1996 1995 1996 1995
---------- ---------- ---------- ----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
Net sales...................... $ 108,499 $ 132,659 $ 209,970 $ 256,188
Cost of sales.................. 101,746 123,573 195,534 240,625
---------- ---------- ---------- ----------
Gross Profit................. 6,753 9,086 14,436 15,563
Operating expenses
Selling, general and
administrative.............. 11,221 10,514 22,339 20,110
Lease termination costs...... -- -- 3,700 --
---------- ---------- ---------- ----------
Loss from operations......... (4,468) (1,428) (11,603) (4,547)
Interest expense............. 1,246 1,846 2,365 3,783
---------- ---------- ---------- ----------
Net Loss....................... $ (5,714) $ (3,274) $ (13,968) $ (8,330)
========== ========== ========== ==========
Net loss per common share and
common stock equivalent....... $ (0.20) $ (0.16) $ (0.52) $ (0.41)
========== ========== ========== ==========
Weighted average shares........ 28,124,369 19,834,322 27,025,959 20,403,584
========== ========== ========== ==========
</TABLE>

4
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
SIX MONTHS ENDED
MARCH 31,
------------------
1996 1995
-------- --------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Cash Flow from Operating Activities
Net loss................................................... $(13,968) $ (8,330)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization............................ 1,501 1,898
Provision for losses on accounts receivable.............. 940 2,081
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable............. (3,112) 409
(Increase) decrease in inventories and other........... (7,770) 3,703
(Increase) decrease in other assets.................... (1,219) (678)
Increase (decrease) in accounts payable and other...... (2,017) (25,147)
-------- --------
Net cash used in operating activities...................... (25,645) (26,064)
-------- --------
Cash Flow from Investing Activities
Purchases of property and equipment...................... (85) (1,605)
Net cash paid for acquisition of businesses, net of cash
acquired................................................ -- (2,275)
-------- --------
Net cash used in investing activities...................... (85) (3,880)
-------- --------
Cash Flow from Financing Activities
Proceeds from line of credit borrowings, net............. 27,014 7,374
Proceeds from subordinated debt, less refundings......... -- 18,000
Proceeds from sale of preferred and common stock......... 240 3,617
-------- --------
Net cash provided by financing activities.................. 27,254 28,991
-------- --------
Increase (Decrease) in cash................................ 1,524 (953)
Cash--beginning of the year................................ 210 1,378
-------- --------
Cash--end of the year...................................... $ 1,734 $ 425
======== ========
Supplemental Disclosures of Cash Flow Information
Interest on line of credit:
During the six months ended March 31, 1996 and 1995, the Company
paid interest costs of $2,134,000 and $3,284,000 respectively.
Income taxes:
During the six months ended March 31, 1996 and 1995, the Company
made no federal income tax payments.
</TABLE>

5
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

STATEMENTS OF STOCKHOLDERS' EQUITY

SIX MONTHS ENDED MARCH 31, 1996
(UNAUDITED)

<TABLE>
<CAPTION>
PREFERRED STOCK COMMON STOCK ADDITIONAL
---------------- ----------------- PAID-IN ACCUMULATED
SHARES AMOUNT SHARES AMOUNT CAPITAL (DEFICIT)
--------- ------ ---------- ------ ---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C> <C> <C>
BALANCES AT SEPTEMBER
30, 1995............... 2,596,525 $26 23,896,140 $239 $106,476 $ (89,176)
Exercise of employee
stock options.......... 82,500 3
Preferred stock issued
for acquisitions....... 25,830 1,603
Common stock issued
for acquisitions....... 3,969,905 40 2,375
Proceeds from issuance
of preferred stock..... 301,249 3 232
Common stock issued to
settle lawsuit......... 500,000 5 305
Net (loss) for the six
months ended March 31,
1996................... -- -- -- -- -- (13,968)
--------- --- ---------- ---- -------- ---------
BALANCES AT MARCH 31,
1996................... 2,923,604 $29 28,448,545 $284 $110,994 $(103,144)
========= === ========== ==== ======== =========
</TABLE>

6
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

MARCH 31, 1996

(1) MANAGEMENT OPINION

In the opinion of management, the consolidated condensed financial
statements reflect all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position and results of
operations as of and for the periods presented.

(2) LOSS PER SHARE

Loss per common share and common share equivalent is computed on the basis
of the weighted average number of common shares outstanding. No effect is
given to stock options as they are anti-dilutive.

(3) FISCAL PERIODS

The Company's fiscal year is the 52- or 53-week period ending on the
Saturday nearest to September 30 and its fiscal quarters are the 13- or 14-
week periods ending on the Saturday nearest to December 30, March 31, June 30
and September 30. For clarity of presentation, the Company has described year-
ends and presented as if the years ended on September 30 and quarter-ends
presented as if the quarters ended on December 30, March 31, and June 30. The
1994 and 1995 fiscal years are 52 weeks, while the quarters presented are 13
weeks in duration.

The Company changed its fiscal year end to September 30 on September 30,
1995. The attached Financial Statements do not include the operations from
July 1, 1995 through September 30, 1995.

(4) ACQUISITIONS

During November 1995, the Company issued 25,830.1 shares of Series G
Preferred Stock (convertible into 2,583,011 shares of Common Stock) and
3,969,905 shares of Common Stock to acquire the 49 percent of Robec, Inc.
Common Stock not already owned by the Company and to complete the Robec
Merger. The Company had previously recorded this consideration as an
obligation in its consolidated financial statements.

(5) COMMON STOCK

During November 1995, the Company issued 25,830.1 shares of Series G
Preferred Stock (convertible into 2,583,011 shares of Common Stock) and
3,969,905 shares of Common Stock to complete its acquisition of Robec, Inc. In
February 1996, the Company issued 301,249 shares of Preferred Stock
(convertible into 4,556,110 shares of Common Stock) to Computer 2000 upon the
exercise of certain warrants previously granted to Computer 2000.

During April 1996, the Company converted the outstanding shares of its
Preferred Stock into 33,104,371 shares of Common Stock, which included 197,959
shares of Common Stock issued in satisfaction of the dividend accrued on the
Series G Prepared Stock. After this conversion the Company had 61,750,874
shares of Common Stock outstanding.

Assuming the exercise of all warrants and options outstanding on March 31,
1996, AmeriQuest would have approximately 96 million shares of common stock
outstanding on that date, of which Computer 2000 would hold approximately 58.4
percent.

(6) NOTES PAYABLE

The Company maintains lines of credit with financial institutions which in
the aggregate provide for revolving credit of over $66 million at March 31,
1996, and floor planning arrangements with lines of credit totaling $45
million. Available credit lines total $39 million at March 31, 1996.

7
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(CONTINUED)

MARCH 31, 1996

During December 1995 the lines of credit with U.S. banks were replaced with
bank lines from four German-based banks at Libor based financing. The lines
are guaranteed by Computer 2000 through September 30, 1996, and mature on that
date, except as to $7 million which matures on September 13, 1996. Management
expects that current working arrangements will allow the Company to meet its
obligations and capital needs as they arise through fiscal 1996, however,
management is exploring available alternatives to secure additional equity
funding, which it believes is obtainable.

8
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

SUMMARY

The following table sets forth certain items in the Consolidated Condensed
Statements of Income as a percent of net sales.
<TABLE>
<CAPTION>
PERCENT OF NET SALES
-----------------------------
THREE
MONTHS SIX MONTHS
ENDED ENDED
MARCH 31, MARCH 31,
------------ ---------------
1996 1995 1996 1995
----- ----- ----- -----
<S> <C> <C> <C> <C>
Net sales........................................ 100.0 100.0 100.0 100.0
Cost of sales.................................... 93.8 93.2 93.1 93.9
Gross profit..................................... 6.2 6.8 6.9 6.1
Selling, general and administrative.............. 10.3 7.9 12.0 (1) 7.8
Interest and other expense, net.................. 1.1 1.4 1.1 1.5
(Loss) from operations........................... (5.3) (2.5) (6.7) (3.3)
</TABLE>
- --------
(1) Includes a provision for lease termination costs of $3.7 million or 1.8%
of sales.

AmeriQuest had followed a business strategy of growth by acquisition, in
recent years, consistent with the consolidation that is occurring in the
maturing personal computer marketplace. This strategy created the following
risks involving the ability to successfully:

. Consolidate the operations of previously unaffiliated businesses, all
but one of which were unprofitable

. Combine the business cultures of diverse operations

. Obtain adequate capital resources to complete acquisitions and provide
working capital required for continuing operations

Current strategy is to complete the consolidation and integration of
previously acquired companies which will include reducing costs and improving
productivity. In November 1995, the Company completed its merger with Robec,
Inc. allowing for the integration of this business.

RESULTS OF OPERATIONS

QUARTER ENDED MARCH 31, 1996

Sales increased 6.9% from $101,471,000 for the quarter ended December 31,
1995 to $108,499,000 for the quarter ended March 31, 1996, reflecting
improvement from sales efforts.

Sales for the quarter ended March 31, 1996 declined 18.2% from $132,659,000
during the same quarter of the previous year to $108,499,000. The sales
decline is attributable to discontinued unprofitable operations and problems
associated with the consolidation of various businesses acquired during 1995.
During the March 1996 quarter the Company closed its Australia operations.

Cost of Sales increased from 93.2% of sales in the quarter ended March 31,
1995 to 93.8% of sales during the quarter ended March 31, 1996. The increase
reflects continued competition in the industry and provisions to recognize the
declines in the market value of certain inventories.

Selling, General and Administrative costs increased in absolute dollars and
as a percent of sales due to continued consolidation costs, expenses
associated with the resolution of legal matters and declining sales. Payroll
costs have declined 10% as compared to the quarter ended March 31, 1995, as a
result of consolidation efforts.

Interest expense declined due to lower interest rates on notes payable
guaranteed by Computer 2000.

9
<PAGE>

SIX MONTHS ENDED MARCH 31, 1996

Sales declined 18.0% for the six months ended March 31, 1996 to $209,970,000
compared to $256,188,000 for the same period the prior year. Sales declines
were attributable to discontinued businesses and problems associated with the
consolidation of businesses purchased in 1995. Subsequent to December 1995 the
Company closed its Australian operations.

Cost of Sales for the six months ended March 31, 1996 was 93.1% compared to
93.9% for the six months ended March 31, 1995, reflecting a stronger gross
profit margin in the first quarter of this year. A charge of $2.1 million to
write down inventory to its net realizable value was recorded in December
1994.

Selling, General and Administrative costs increased during the six months
ended March 31, 1996 compared to the same six months in the prior year due to
expenses associated with resolution of legal matters mentioned above and costs
associated with the consolidation of businesses acquired in 1995 and declining
sales. Payroll costs have declined 10% as compared to the six months ended
March 31, 1995, as a result of consolidation efforts.

Interest expense declined due to lower interest rates on notes payable
guaranteed by Computer 2000.

VARIABILITY OF QUARTERLY RESULTS

Historically, the Company has experienced variability in its net sales and
operating margins on a quarterly basis and expects these patterns to continue
in the future. Management believes that the factors influencing quarterly
variability include: (i) the instability in the microcomputer industry; (ii)
shifts in short-term demand for the Company's products resulting, in part,
from the introduction of new products or updates of existing products; and
(iii) the fact that virtually all sales in a given quarter result from orders
booked in that quarter. Due to the factors noted above, as well as the fact
that the Company participates in a highly dynamic industry, the Company's
revenues and earnings may be subject to material volatility, particularly on a
quarterly basis.

LIQUIDITY OF CAPITAL RESOURCES

At March 31, 1996, the Company had $1,734,000 in cash and had borrowed
approximately $72 million against its existing lines of credit. The Company
used $26 million of cash in operating activities in the six months ended March
31, 1996. The significant amount of cash used in operating activities resulted
from operating losses and investment in working capital required to support
daily business activity. Management has focused its efforts on integrating
acquisitions, improving the effectiveness of its sales Force and reducing its
cost structure. Operating activities during the remainder of 1996 will require
additional cash investment. Cash used in operating activities will be financed
through equity financing and borrowings.

10
<PAGE>

PART II

OTHER INFORMATION

ITEM 3. LEGAL PROCEEDINGS

Settlement of Litigation. On February 29, 1996, the Company settled the case
styled Richard M. Terrell, et al. vs. AmeriQuest Technologies, Inc., which was
------------------------------------------------------------
originally filed December 20, 1994 in the Circuit Court of the State of Oregon
for the County of Washington, Case No. 941228CV. The Company paid $75,000 cash
and issued 500,000 shares of its Common Stock in final settlement of this
case.

As reported in the Company's Annual Report on Form 10-K/A for the fiscal
year ended June 30, 1995, the Company had earlier paid $50,000 cash and issued
125,000 shares of the Company's Common Stock to have a $15.9 million default
judgement against the Company vacated by the Plaintiffs. The judgement had
been entered against the Company on February 17, 1995. The judgement was
vacated on June 30, 1995.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company convened its 1996 Annual Meeting of Stockholders (the "Meeting")
on March 29, 1996. As of February 16, 1996 (the "Record Date") there were
27,784,573 shares of Common Stock outstanding and various classes of
convertible Preferred Stock entitled to 33,104,370 votes on an "as-if
converted" basis, totaling 60,888,943 votes, where the Common Stock and the
convertible Preferred Stock was voted together as a "single class." A total of
53,579,102 votes were present at the Meeting, either in person or by proxy.

All nominees for Director were elected at the Meeting as follows:

<TABLE>
<S> <C>
D. Stephen DeWindt Dr. Harry Krischik
Marc L. Werner Mark C. Mulford
Holger Heims Harold L. Clark
Robert H. Beckett
</TABLE>

The table set forth below indicates the votes in favor of each Director and
the number of votes for which authority was withheld from the Proxy to vote
for a Director.

<TABLE>
<CAPTION>
VOTES FOR WHICH
NAME VOTES FOR AUTHORITY WAS WITHHELD
---- ---------- ----------------------
<S> <C> <C>
D. Stephen DeWindt........................ 52,604,776 974,326
Dr. Harry Krischik........................ 52,606,494 972,608
Marc L. Werner............................ 52,604,544 974,558
Mark C. Mulford........................... 52,605,944 973,158
Holger Heims.............................. 52,603,244 975,858
Harold L. Clark........................... 52,542,327 1,036,775
Robert H. Beckett......................... 52,605,494 973,608
</TABLE>

11
<PAGE>

In addition to the election of directors, six other proposals from
management were voted upon by the shareholders, a complete description of
which is contained in the definitive Proxy Statement dated February 23, 1996,
SEC File No. 1-10397, a copy of which is filed as Exhibit 99.1 to this Report
and incorporated herein by this reference. The result of the voting on each
proposal was as follows:

<TABLE>
<CAPTION>
BROKER
RESOLUTION FOR AGAINST ABSTAIN NON-VOTES
---------- ---------- --------- ------- ---------
<S> <C> <C> <C> <C>
RESOLVED, that the shareholders of 42,054,794 1,473,905 83,586 9,966,817
AmeriQuest hereby approve an amendment
to AmeriQuest's Certificate of
Incorporation to increase the number
of shares of Common Stock issuable by
AmeriQuest from 30,000,000 shares to
200,000,000 shares.
RESOLVED, that the shareholders of 41,883,860 1,548,835 179,590 9,966,817
AmeriQuest hereby approve an amendment
to AmeriQuest's Charter Documents,
including, if necessary, AmeriQuest's
Certificate of Incorporation, to
permit the reissuance of outstanding
shares of Preferred Stock once those
shares have been converted into Common
Stock or otherwise retired.
RESOLVED, that the shareholders of 42,963,722 558,861 89,702 9,966,817
AmeriQuest hereby approve the
conversion of AmeriQuest's outstanding
shares of Series G Preferred Stock
into AmeriQuest Common Stock.
RESOLVED, that the shareholders of 42,875,488 559,617 177,180 9,966,817
AmeriQuest hereby ratify those certain
prior issuances of AmeriQuest
securities as outlined on page 20 of
the Proxy Statement dated
February 23, 1996.
RESOLVED, that the shareholders of 42,652,336 834,570 125,379 9,966,817
AmeriQuest hereby approve the adoption
of the 1996 Equity Incentive Plan for
awards to AmeriQuest employees of up
to 2,000,000 shares of AmeriQuest
Common Stock.
RESOLVED, that the shareholders of 53,342,187 177,959 58,951 5
AmeriQuest hereby ratify the selection
of Arthur Andersen LLP as AmeriQuest's
independent accountants for fiscal
year 1996.
</TABLE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The following exhibits are filed with this report.

3(i)(1) Amendment to the Certificate of Incorporation of AmeriQuest to
permit the reissuance of outstanding shares of Preferred Stock
once those shares have been converted into Common Stock or
otherwise retired.

3(i)(2) Amendment to the Certificate of Incorporation of AmeriQuest to
increase the number of shares of Common Stock issuable by
AmeriQuest from 30,000,000 shares to 200,000,000 shares.

27 Financial Data Schedule

99.1 AmeriQuest's definitive Proxy Statement dated February 23, 1996
relating to the Annual Meeting of Stockholders held March 29,
1996, SEC File No. 1-10397.

(b) No reports on Form 8-K were filed during the three months ended March
30, 1996.

12
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

AmeriQuest Technologies, Inc.

May 14, 1996 /s/ D. Stephen DeWindt
_____________________________________
D. Stephen DeWindt
Chief Executive Officer

May 14, 1996 /s/ Dennis C. Fairchild
_____________________________________
Dennis C. Fairchild
Vice President--Finance

<PAGE>

Exhibit 3(i)(1)

CERTIFICATE OF AMENDMENT

CERTIFICATE OF INCORPORATION
OF AMERIQUEST TECHNOLOGIES, INC.

AmeriQuest Technologies, Inc., a corporation organized and existing under
the General Corporation Law of the State of Delaware (the "Corporation"), DOES
------------
HEREBY CERTIFY:

The amendments set forth below to the Corporation's Certificate of
Incorporation, as amended by the Certificate of Designations filed by the
Corporation on August 10, 1995 (the "August 10 Certificate of Designations")
-------------------------------------
and the Certificate of Designations filed by the Corporation on November 9, 1995
(the "November 9 Certificate of Designations"), and as otherwise amended prior
to the date hereof, were duly adopted in accordance with the provisions of
Section 242 of the General Corporation Law of the State of Delaware:

1. Section 1.5(r) of the August 10 Certificate of Designations is hereby
deleted in its entirety.

2. Section 5(p) of the November 9 Certificate of Designations is hereby
deleted in its entirety.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its duly authorized officer this 29th day of March,
1996.

AmeriQuest Technologies, Inc.

/s/ D. Stephen DeWindt
- ------------------------------
D. Stephen DeWindt
Chairman of the Board of Directors

<PAGE>

Exhibit 3(i)(2)

CERTIFICATE OF AMENDMENT
TO THE
CERTIFICATE OF INCORPORATION
OF
AMERIQUEST TECHNOLOGIES, INC.

AmeriQuest Technologies, Inc., a corporation existing under the
Delaware General Corporation Law (the "Corporation") does hereby certify the
following:

FIRST. The name of the corporation is
AmeriQuest Technologies, Inc.

SECOND. The Board of Directors of the Corporation duly adopted a
resolution at a meeting of the Board of Directors of the Corporation pursuant to
the provisions of Section 242 of the Delaware General Corporation Law to
increase the number of shares of authorized Common Stock of the Corporation.
The resolution setting forth the proposed amendment is as follows:

"RESOLVED, that the Certificate of Incorporation of the Corporation be
amended by changing the Article numbered FOURTH to read as follows:

FOURTH. The total number of shares which the corporation shall have
authority to issue is 205,000,000, of which 200,000,000 shares shall
be Common Stock, $.01 par value ("Common"), and 5,000,000 shares shall
be Preferred Stock, $.01 par value ("Preferred Stock").

The Board of Directors is authorized, subject to the limitations
prescribed by law and the provisions of this Article FOURTH, to
provide for the issuance of the Preferred Stock in series, and by
filing a certificate pursuant to the applicable laws of the State of
Delaware, to establish from time to time the number of shares to be
included in each such series, and to fix the designation, powers,
preferences and rights of the shares of each such series and the
qualifications, limitations or restrictions thereof. The authority of
the Board of Directors with respect to each such series shall include,
but not be limited to, the determination of the following:

"(a) The number of shares constituting that series and the distinctive
designation of that series; (b) The dividend rate, if any, on the
shares of that series, whether dividends shall be cumulative, and, if
so, from which date or dates, and the relative priority, if any, of
payment of dividends on shares of that series; (c) Whether that series
shall have voting rights, in addition to the voting rights expressly
required by law, and, if so, the terms of such voting rights; (d)
Whether that series shall have conversion privileges, and, if so, the
terms and conditions of such conversion, including provisions for
adjustment of the conversion rate in such events as the Board of
Directors shall determine; (e) Whether or not the shares of that
series shall be redeemable, and, if so, the terms and conditions of
such redemption, including the date or dates upon or after which they
shall be redeemable, and the amount per share payable in the case of
redemption, which amount may vary under different conditions and at
different redemption dates; (f) Whether that series shall have a
<PAGE>

sinking fund for the redemption or purchase of shares of that series,
and, if so, the terms and amount of such sinking fund for the
redemption or purchase of shares of that series, and, if so, the terms
and amount of such sinking fund; (g) The rights of the shares of
that series in the event of a voluntary or involuntary liquidation,
dissolution or winding up of the corporation, and the relative rights
of priority, if any, of payment of shares of that series; and (h) Any
other relative rights, preferences and limitations of that series."

THIRD. The foregoing Amendment to the Certificate of Incorporation of
the Corporation was approved and adopted at an Annual Meeting of Stockholders by
shareholders, voting in person and by proxy, holding shares entitling them to
exercise at least a majority of the voting power of the outstanding shares (no
greater proportion of the outstanding shares being required by the provisions of
the Certificate of Incorporation of the Corporation or an amendment thereof)
pursuant to the provisions of Section 212 of the Delaware General Corporation
Law. A total of 27,784,573 shares of Common Stock, 810,811 shares of Series A
Preferred Stock (with voting rights equal to 8,108,110 shares of Common Stock),
1,785,714 shares of Series B Preferred Stock (with voting rights equal to
17,857,140 shares of Common Stock), 198,341 shares of Series D Preferred Stock
(with voting rights equal to 1,983,410 shares of Common Stock), 102,908 shares
of Series E Preferred Stock (with voting rights equal to 2,572,700 shares of
Common Stock) and 25,830.1 shares of Series G Preferred Stock (with voting
rights equal to 2,583,010 shares of Common Stock) were outstanding at the time
of the vote, with all such classes voting together and not as separate classes
of stock. Accordingly, said amendment was duly adopted in accordance with the
provisions of Section 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by D. Stephen DeWindt, its Chief Executive Officer and
Holger Heims, its Secretary, this 29th day of March, 1996.

AmeriQuest Technologies, Inc.
ATTEST:

/s/ Holger Heims /s/ D. Stephen DeWindt
- ------------------------------- ---------------------------------------
Holger Heims, Secretary D. Stephen DeWindt, Chief Executive Officer

<PAGE>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> MAR-31-1996
<CASH> 1,734
<SECURITIES> 0
<RECEIVABLES> 53,185
<ALLOWANCES> 0
<INVENTORY> 50,105
<CURRENT-ASSETS> 106,902
<PP&E> 6,610
<DEPRECIATION> 0
<TOTAL-ASSETS> 126,224
<CURRENT-LIABILITIES> 115,145
<BONDS> 0
0
55
<COMMON> 284
<OTHER-SE> 8,163
<TOTAL-LIABILITY-AND-EQUITY> 126,224
<SALES> 108,499
<TOTAL-REVENUES> 108,499
<CGS> 101,746
<TOTAL-COSTS> 101,746
<OTHER-EXPENSES> 11,221
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,246
<INCOME-PRETAX> (5,714)
<INCOME-TAX> 0
<INCOME-CONTINUING> (5,714)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (5,714)
<EPS-PRIMARY> (0.20)
<EPS-DILUTED> (0.20)

</TABLE>

<PAGE>

AMERIQUEST TECHNOLOGIES, INC.
3 IMPERIAL PROMENADE, STE. 300
SANTA ANA, CALIFORNIA 92707
(714) 445-5000

1996 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MARCH 29, 1996

Dear Stockholder:

You are cordially invited to attend the 1996 Annual Meeting (the "Meeting")
of Stockholders of AmeriQuest Technologies, Inc. ("AmeriQuest"), to be held at
the Red Lion Hotel located at 3050 Bristol Street, Costa Mesa, California
92626, on March 29, 1996, at 1:00 p.m., local time.

The matters expected to be acted upon at the Meeting are described in detail
in the following Notice of 1996 Annual Meeting of Stockholders and Proxy
Statement.

The Board of Directors has fixed the close of business on February 16, 1996
as the record date for determination of stockholders entitled to notice of and
to vote at the Meeting or any postponements or adjournments thereto.

It is important that you use this opportunity to take part in the affairs of
AmeriQuest by voting on the business to come before this Meeting. WHETHER OR
NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN AND PROMPTLY
RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID ENVELOPE SO THAT
YOUR SHARES MAY BE REPRESENTED AT THE MEETING. Returning the Proxy does not
deprive you of your right to attend the Meeting and to vote your shares in
person.

We look forward to seeing you at the Meeting.

Sincerely yours,

D. Stephen DeWindt,
Chief Executive Officer

Santa Ana, California

February 23, 1996
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

NOTICE OF 1996 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MARCH 29, 1996

TO THE STOCKHOLDERS OF AMERIQUEST TECHNOLOGIES, INC.:

Notice is hereby given that the 1996 Annual Meeting (the "Meeting") of
Stockholders of AmeriQuest Technologies, Inc. ("AmeriQuest") will be held at
the Red Lion Hotel, 3050 Bristol Street, Costa Mesa, California 92626, on
March 29, 1996, at 1:00 p.m., local time, for the following purposes:

1. To elect seven directors of AmeriQuest, each to serve until the next
Annual Meeting of Stockholders and until his successor has been elected
and qualified or until his earlier resignation or removal. AmeriQuest's
Board of Directors intends to present the following nominees for
election as directors:

D. Stephen DeWindt Mark C. Mulford
Harry Krischik Holger Heims
Marc L. Werner Harold L. Clark
Robert H. Beckett

2. To approve an amendment to AmeriQuest's Certificate of Incorporation to
increase the authorized number of shares of Common Stock issuable by
AmeriQuest from 30,000,000 shares to 200,000,000 shares.

3. To approve an amendment to AmeriQuest's charter documents to permit the
reissuance of Preferred Stock.

4. To approve the conversion of AmeriQuest Series G Preferred Stock into
AmeriQuest Common Stock.

5. To ratify certain prior issuances of securities by AmeriQuest.

6. To approve the adoption of the 1996 Equity Incentive Plan for awards for
up to 2,000,000 shares of AmeriQuest Common Stock.

7. To ratify the selection of Arthur Andersen LLP as independent
accountants for AmeriQuest for fiscal year 1996.

8. To transact such other business as may properly come before the Meeting
or any postponements or adjournments thereof.

The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.

Only stockholders of record at the close of business on February 16, 1996
are entitled to notice of and to vote at the Meeting or any adjournments or
postponements thereof.

BY ORDER OF THE BOARD OF DIRECTORS

[Signature of Holger Heims]

Holger Heims,
Secretary

Santa Ana, California

February 23, 1996

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE-PAID
ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.
<PAGE>

PROXY STATEMENT

FEBRUARY 23, 1996 AMERIQUEST TECHNOLOGIES, INC.

1996 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD MARCH 29, 1996

The accompanying proxy is solicited on behalf of the Board of Directors (the
"Board") of AmeriQuest Technologies, Inc., a Delaware corporation
("AmeriQuest"), for use at the 1996 Annual Meeting of Stockholders of
AmeriQuest (the "Meeting") to be held at the Red Lion Hotel, 3050 Bristol
Street, Costa Mesa, California 92626, on March 29, 1996, at 1:00 p.m., local
time, and at any postponements or adjournments thereof. All proxies will be
voted in accordance with the instructions contained therein and, if no choice
is specified, the proxies will be voted in favor of the nominees and the
proposals set forth in the accompanying Notice of Meeting and this Proxy
Statement. This Proxy Statement and the accompanying form of proxy were first
mailed to stockholders on or about February 28, 1996. An annual report for the
fiscal year ended June 30, 1995 accompanies this Proxy Statement.

VOTING RIGHTS AND SOLICITATION OF PROXIES

Only holders of record of AmeriQuest's Common Stock and Preferred Stock at
the close of business on February 16, 1996 (the "Record Date") will be
entitled to vote at the Meeting. On the Record Date, AmeriQuest had the
following shares outstanding and entitled to vote: 27,784,573 shares of Common
Stock, 810,811 shares of Series A Preferred Stock (each of which shares was
convertible as of the Record Date, subject to the satisfaction of certain
conditions, into ten shares of Common Stock), 1,785,714 shares of Series B
Preferred Stock (each of which shares was convertible as of the Record Date,
subject to the satisfaction of certain conditions, into ten shares of Common
Stock), 198,341 shares of Series D Preferred Stock (each of which shares was
convertible as of the Record Date, subject to the satisfaction of certain
conditions, into ten shares of Common Stock), 102,908 shares of Series E
Preferred Stock (each of which shares was convertible as of the Record Date,
subject to the satisfaction of certain conditions, into twenty five shares of
Common Stock) and 25,830.1 shares of Series G Preferred Stock (each of which
shares was convertible as of the Record Date, subject to the satisfaction of
certain conditions, into one hundred shares of Common Stock). Holders of
AmeriQuest's Common Stock are entitled to one vote for each share held as of
the Record Date. Holders of AmeriQuest's Preferred Stock are entitled to vote
the number of shares of Common Stock into which their shares of Preferred
Stock are convertible as of the Record Date. Consequently, AmeriQuest had
60,888,943 shares of Common Stock and Preferred Stock (on an as-converted to
Common Stock basis) outstanding and entitled to vote at the Meeting. The
holders of the Common Stock and the Preferred Stock will vote together and not
as a separate class. A majority of those shares will constitute a quorum for
the transaction of business at the Meeting. Shares may not be voted
cumulatively.

Directors will be elected, as described in Proposal No. 1, by a plurality of
the votes of the shares of Common Stock and Preferred Stock present in person
or represented by proxy at the Meeting and issued and outstanding on the
Record Date, voting together as a single class. In each case where the
stockholder has appropriately specified how the Proxy is to be voted, it will
be voted in accordance with the specifications so made. Proposal No. 2
requires for approval the affirmative vote of a majority of the voting power
of all shares of Common Stock and Preferred Stock issued and outstanding on
the Record Date, voting together as a single class. Proposal No. 3 requires
for approval the affirmative vote of (i) a majority of the voting power of all
shares of Common Stock and Preferred Stock issued and outstanding on the
Record Date, voting together as a single class, and (ii) a majority of the
voting power of all shares of Series A, Series B, Series D, Series E and
Series F Preferred Stock issued and outstanding on the Record Date, voting
together as a single class. Proposal Nos. 4, 5 and 6 each requires for
approval the affirmative vote of a majority of the voting power of the shares
of Common Stock and Preferred Stock present in person or represented by proxy
at the Meeting and issued and outstanding on the Record Date, voting together
as a single class. All votes will be tabulated by the inspector of elections
appointed for the Meeting who will separately tabulate, for each proposal,
affirmative and negative votes, abstentions and
<PAGE>

broker non-votes. Abstentions will be counted toward the tabulation of votes
cast on proposals presented to the stockholders and will have the same effect
as negative votes. Broker non-votes will be counted toward a quorum but are
not counted for any purpose in determining whether a matter has been approved.

The expenses of soliciting proxies to be voted at the Meeting will be paid
by AmeriQuest. Following the original mailing of the proxies and other
soliciting materials, AmeriQuest and/or its agents may also solicit proxies by
mail, telephone, telegraph or in person. Following the original mailing of the
proxies and other soliciting materials, AmeriQuest will request that brokers,
custodians, nominees and other record holders of AmeriQuest's Common Stock and
Preferred Stock forward copies of the proxy and other soliciting materials to
persons for whom they hold shares of Common Stock and Preferred Stock and
request authority for the exercise of proxies. In such cases, AmeriQuest, upon
the request of the record holders, will reimburse such holders for their
reasonable expenses.

REVOCABILITY OF PROXIES

Any person signing a proxy in the form accompanying this Proxy Statement has
the power to revoke it prior to the Meeting or at the Meeting prior to the
vote pursuant to the proxy. A proxy may be revoked by (i) delivering to the
Secretary of AmeriQuest prior to the vote at the Meeting an instrument in
writing, bearing a date later than the proxy, stating that the proxy is
revoked, (ii) delivering to the Secretary of AmeriQuest prior to the vote at
the Meeting another duly executed proxy relating to the same shares, bearing a
date later than the proxy or (iii) attending the Meeting and voting in person
(although attendance at the Meeting will not, by itself, revoke a proxy).
Please note, however, that if a stockholder's shares are held of record by a
broker, bank or other nominee and that stockholder wishes to vote at the
Meeting, the stockholder must bring to the Meeting a letter from the broker,
bank or other nominee confirming that stockholder's beneficial ownership of
the shares.

2
<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Voting Rights and Solicitation of Proxies................................. 1
Revocability of Proxies................................................... 2
Proposal 1: Election of Directors......................................... 4
Proposal 2: Approval of an Amendment of AmeriQuest's Certificate of
Incorporation to Increase the Authorized Number of Shares of
Common Stock Issuable by AmeriQuest............................... 7
Proposal 3: Approval of an Amendment of AmeriQuest's Charter Documents to
Permit the Reissuance of Shares of Preferred Stock................ 17
Proposal 4: Approval of the Conversion of AmeriQuest Series G Preferred
Stock into AmeriQuest Common Stock................................ 19
Proposal 5: Ratification of Certain Prior Issuances by AmeriQuest of
Securities................................................................ 20
Proposal 6: 1996 Equity Incentive Plan.................................... 25
Proposal 7: Ratification of Selection of Independent Accountants.......... 29
Security Ownership of Certain Beneficial Owners and Management............ 30
Executive Officers........................................................ 33
Executive Compensation.................................................... 33
Employment Agreements..................................................... 36
Compensation Committee Interlocks and Insider Participation............... 37
Report of the Compensation Committee...................................... 39
Performance Graph......................................................... 41
Certain Relationships and Related Transactions............................ 42
Stockholder Proposals..................................................... 46
Compliance under Section 16(a) of the Securities Exchange Act of 1934..... 46
Other Business............................................................ 47
Capitalization and Historical and Pro Forma Earnings Per Share Data....... 48
Available Information..................................................... 50
Index to Financial Statements............................................. F-1
</TABLE>

3
<PAGE>

PROPOSAL 1

ELECTION OF DIRECTORS

At the Meeting, stockholders will elect directors to hold office until the
next Annual Meeting of Stockholders and until their respective successors have
been elected and qualified or until such directors' earlier resignation or
removal. The size of the Board is currently set at seven members. Accordingly,
seven persons will be nominated for election at the Meeting to be the
directors of AmeriQuest. In the election of directors, each stockholder is
entitled to one vote for each share of Common Stock held as of the Record Date
and the number of votes for each share of Preferred Stock held as of the
Record Date equal to the number of shares of Common Stock into which that
share of Preferred Stock is convertible as of the Record Date. Each share
represented by the accompanying proxy will be voted for the election of the
seven nominees recommended by the Board unless the proxy is marked in such a
manner as to withhold authority so to vote. Shares may not be voted
cumulatively. If any nominee for any reason is unable to serve, or for good
cause will not serve, as a director, the proxies may be voted for such
substitute nominee as the proxy holder may determine. AmeriQuest is not aware
of any nominee who will be unable to or, for good cause, will not serve as a
director.

DIRECTORS/NOMINEES

The following table sets forth certain information regarding the persons
nominated to become directors of AmeriQuest.

<TABLE>
<CAPTION>
NAME OF NOMINEE AGE PRINCIPAL OCCUPATION
--------------- --- --------------------
<S> <C> <C>
D. Stephen DeWindt...... 40 Chief Executive Officer of AmeriQuest
Harry Krischik.......... 44 Co-President of Computer 2000 AG
Marc L. Werner.......... 38 President and Director of Werner Financial, Inc.;
President and Director of Manufacturers Indemnity and Insurance
Company of America
Mark C. Mulford......... 41 President, Chief Operating Officer and interim Chief Financial
Officer of AmeriQuest
Holger Heims............ 33 Vice President (Operational Controlling) of AmeriQuest
Harold L. Clark......... 60 Consultant
Robert H. Beckett....... 62 Senior Vice President of AmeriQuest
</TABLE>

D. Stephen DeWindt (age 40) was appointed to serve as a Director, Chairman
of the Board of Directors and Chief Executive Officer of AmeriQuest in August
1995. Mr. DeWindt was appointed to serve in these positions in connection with
the Purchase Agreement, dated as of August 7, 1995, between Computer 2000 AG,
Computer 2000 Inc. and AmeriQuest (the "Computer 2000 Purchase Agreement") as
described below in Proposal 2. From October 1994 to January 1996, Mr. DeWindt
served as President and a Director of Computer 2000 Inc., the wholly-owned
subsidiary of Computer 2000 AG which owns a majority of AmeriQuest's voting
capital stock (see "Security Ownership of Certain Beneficial Owners and
Management"). Computer 2000 AG is a German company engaged in distributing
hardware, software and communications products for professional personal
computers. From May 1992 to September 1995, Mr. DeWindt served as one of four
Co-Presidents of Computer 2000 AG and the head of its Group Sales & Marketing,
responsible for the geographic regions of Northern Europe, North America and
the Middle East. From May 1984 to April 1992, Mr. DeWindt served as Director
of worldwide sales for the reseller channel at Intel Corp., a manufacturer of
semiconductors.

Dr. Harry Krischik (age 44) was appointed to serve as a Director and Co-
Chairman of the Board of Directors of AmeriQuest in August 1995 in connection
with the Computer 2000 Purchase Agreement (as described below in Proposal 2).
For more than the last five years, Dr. Krischik also has served as one of the
Co-Presidents of Computer 2000 AG, with responsibility for the areas of
logistics, electronic data processing and human resources and regional
responsibility for North America, Southern Europe and Latin America.

Marc L. Werner (age 38) has served as a Director of AmeriQuest since
December 1993 and as Vice-Chairman of AmeriQuest since August 1995 and served
as Chairman of the Board of Directors of AmeriQuest

4
<PAGE>

from December 1993 to August 1995. Since 1986, Mr. Werner also has been
employed by the Werner Co. and currently serves as President and Director for
Werner Financial, Inc. and various companies affiliated with the Werner Co.
Since 1986, Mr. Werner also has served as a President and Director of
Manufacturers Indemnity and Insurance Company of America (a company which
underwrites insurance for the Werner Co.).

Mark C. Mulford (age 41) was appointed to serve as a Director, President and
Chief Operating Officer of AmeriQuest in August 1995 in connection with the
Computer 2000 Purchase Agreement (as described below in Proposal 2) and as
interim Chief Financial Officer in February 1996. From March 1995 to August
1995, Mr. Mulford served as a Director of Group Projects with Computer 2000
AG. From 1986 to March 1995, Mr. Mulford served with Frontline Distribution
Ltd., Computer 2000 AG's largest foreign subsidiary, which conducts business
in the United Kingdom, most recently as Managing Director.

Holger Heims (age 33) was appointed to serve as a Director, Vice President
(Operational Controlling) and Assistant Secretary of AmeriQuest in August 1995
in connection with the Computer 2000 Purchase Agreement (as described below in
Proposal 2) and as Secretary in February 1996. From October 1994 to January
1996, Mr. Heims served as Vice President, Assistant Secretary and a Director
of Computer 2000 Inc., and from October 1995 to January 1996, Mr. Heims also
served as Secretary and Treasurer of Computer 2000 Inc. From October 1991 to
September 1995, Mr. Heims served with Computer 2000 AG as Director of
Investments, Tax & Legal. From May 1989 to October 1991, Mr. Heims was a
partner in the firm of Heims Tax Consultants.

Dr. Harold L. Clark (age 60) has served as a Director of AmeriQuest since
May 1994. Since December 1995, Dr. Clark has served as a computer industry
consultant. From August 1995 to December 1995, Dr. Clark had been a consultant
to AmeriQuest. From January 1994 to August 1995, Dr. Clark was the President
and Chief Executive Officer of AmeriQuest. From April 1993 to December 1993,
Dr. Clark was the President and Chief Executive Officer of CDS Distribution,
Inc., a wholly-owned subsidiary of AmeriQuest engaged in wholesale
distribution of computer products. From February 1991 to December 1992, Dr.
Clark served as President, Chief Operating Officer and a Director of Everex
Systems, Inc. (a manufacturer of computer equipment). In 1993, subsequent to
Dr. Clark's departure, Everex Systems, Inc. filed for protection under Chapter
11 of the Federal bankruptcy laws. A plan of reorganization for Everex Systems
was confirmed by the U.S. Bankruptcy Court in 1994. From 1989 through 1991,
Dr. Clark served as a computer industry consultant. From 1984 to 1989, Dr.
Clark served as President of Ingram Micro, Inc. (a computer wholesale
distributor).

Robert H. Beckett (age 62) was appointed as a Director to AmeriQuest's Board
in October 1994 pursuant to a series of agreements described in Proposal 2
below, whereby AmeriQuest acquired Robec, Inc., a microcomputer distributor
("Robec"). In light of continuing negotiations between Robec and AmeriQuest
concerning consummation of those agreements, Mr. Beckett resigned from the
Board in June 1995. After consummation of the agreements, Mr. Beckett was
reappointed to the Board in December 1995. Mr. Beckett was appointed as a
Senior Vice President of AmeriQuest in February 1996. For the last 17 years,
Mr. Beckett has served as the Chairman of the Board of Directors and President
of Robec, which became a wholly-owned subsidiary of AmeriQuest in November
1995.

BOARD OF DIRECTORS' MEETINGS AND COMMITTEES

The Board met 15 times, including telephone conference meetings, and did not
act by written consent, during fiscal year 1995. No director, with the
exception of Robert H. Beckett and Eric J. Werner, attended fewer than 75% of
the aggregate of the total number of meetings of the Board (held during the
period for which he was a director) and the total number of meetings held by
all committees of the Board on which such director served (during the period
that such director served).

Standing committees of the Board include an Audit Committee and a
Compensation Committee. The Board does not have a nominating committee or a
committee performing similar functions.

Dr. Harry Krischik, Marc L. Werner and Harold L. Clark are the current
members of the Audit Committee. During fiscal year 1995, Marc L. Werner, Eric
J. Werner and William T. Walker, Jr. were the members of the Audit Committee,
which did not meet during fiscal 1995. The Audit Committee meets with
AmeriQuest's

5
<PAGE>

independent accountants to review the adequacy of AmeriQuest's internal
control systems and financial reporting procedures; reviews the general scope
of AmeriQuest's annual audit and the fees charged by the independent
accountants; reviews and monitors the performance of non-audit services by
AmeriQuest's auditors, reviews the fairness of any proposed transaction
between any officer, director or other affiliate of AmeriQuest and AmeriQuest,
and after such review, makes recommendations to the full Board; and performs
such further functions as may be required by any stock exchange or over-the-
counter market upon which AmeriQuest's Common Stock may be listed.

D. Stephen DeWindt, Dr. Harry Krischik and Marc L. Werner are the current
members of the Compensation Committee. During fiscal year 1995, Marc L.
Werner, Terren S. Peizer and William N. Silvis were the members of the
Compensation Committee, which met 3 times during fiscal year 1995. The
Compensation Committee of the Board performs four principal tasks: it
recommends to the full Board the compensation of AmeriQuest's Chief Executive
Officer, reviews and takes action on the recommendations of the Chief
Executive Officer as to the appropriate compensation of AmeriQuest's other
officers, approves the granting of any bonuses to officers and reviews other
compensation and personnel development matters generally.

DIRECTOR COMPENSATION

During fiscal year 1995, AmeriQuest paid former outside directors William T.
Walker, Jr. and William N. Silvis $2,500 per quarter as director fees.
AmeriQuest reimbursed all its outside directors during fiscal 1995 for the
expenses they incurred in attending Board meetings. Marc L. Werner and Eric J.
Werner have not sought reimbursement for outside director fees for fiscal year
1995. AmeriQuest currently pays its outside directors compensation equal to
$2,500 per quarter for serving as directors and reimburses them for the
expenses they incur in attending Board meetings.

AmeriQuest did not in fiscal 1995, nor does it currently, pay its inside
directors any additional compensation for serving as directors or reimburse
them for the expenses they incur in attending Board meetings. AmeriQuest did
not in fiscal 1995, nor does it currently, pay its directors any additional
compensation for committee participation or special assignments. Outside
directors are not eligible to receive stock options under the proposed 1996
Equity Incentive Plan of AmeriQuest described in Proposal 6 below.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR
THE ELECTION OF EACH OF THE NOMINATED DIRECTORS

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

6
<PAGE>

PROPOSAL 2

APPROVAL OF AN AMENDMENT OF AMERIQUEST'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK ISSUABLE BY
AMERIQUEST

Stockholders are being asked to approve an amendment of AmeriQuest's
Certificate of Incorporation, which has been approved by the Board subject to
stockholder approval, to increase the authorized number of shares of Common
Stock issuable by AmeriQuest from 30,000,000 shares to 200,000,000 shares. If
this increase in the authorized Common Stock of AmeriQuest is approved by the
stockholders at the Meeting, then the amendment of AmeriQuest's Certificate of
Incorporation effecting this increase will be filed by AmeriQuest with the
Secretary of State of the State of Delaware and will become effective upon the
date of filing.

REASONS FOR PROPOSAL

A portion of the additional shares available for issuance upon the proposed
increase in the authorized Common Stock of AmeriQuest will be used for the
purposes described below.

1. FOR ISSUANCE OF AMERIQUEST COMMON STOCK UPON (I) CONVERSION OF SHARES OF
CURRENTLY OUTSTANDING AMERIQUEST PREFERRED STOCK AND WARRANTS TO ACQUIRE
SHARES OF AMERIQUEST PREFERRED STOCK HELD BY COMPUTER 2000 INC., WHICH
CONVERSION OCCURS AUTOMATICALLY UPON THE NECESSARY INCREASE IN AMERIQUEST'S
AUTHORIZED SHARES OF COMMON STOCK AND (II) POSSIBLE EXERCISE OF A CERTAIN
MAINTENANCE OPTION HELD BY COMPUTER 2000 INC.

On August 21, 1995, in exchange for the cancellation by Computer 2000 Inc.
of a debt in the principal amount of $18 million and an additional investment
by Computer 2000 Inc. of $31,250,000, AmeriQuest issued to Computer 2000 Inc.
in a transaction described below (i) 810,811 shares of AmeriQuest Series A
Preferred Stock (convertible into 8,108,110 shares of AmeriQuest Common Stock,
subject to adjustment), (ii) 1,785,714 shares of AmeriQuest Series B Preferred
Stock (convertible into 17,857,140 shares of AmeriQuest Common Stock, subject
to adjustment), (iii) the Achievement Warrants (defined below), which, subject
to adjustment, were exercisable for up to 1,403,475 shares of AmeriQuest
Series D Preferred Stock (convertible into 14,034,750 shares of AmeriQuest
Common Stock, subject to adjustment), (iv) the Acquisition Maintenance Warrant
(as defined below), which, subject to adjustment, was exercisable for up to
218,307 shares of AmeriQuest Series E Preferred Stock (convertible into
5,457,675 shares of AmeriQuest Common Stock, subject to adjustment), (v) the
Unit Maintenance Warrants (as defined below), which, subject to adjustment,
are exercisable for up to 514,857 shares of AmeriQuest Series F Preferred
Stock (convertible into 5,148,570 shares of AmeriQuest Common Stock, subject
to adjustment), and (vi) the Maintenance Option (as defined below), which as
of the Record Date was exercisable for at least approximately 4,510,055 shares
of AmeriQuest Common Stock (subject to adjustment).

Upon the proposed increase in the authorized Common Stock of AmeriQuest, (i)
the 810,811 shares of AmeriQuest Series A Preferred Stock would automatically
convert into 8,108,110 shares of AmeriQuest Common Stock, (ii) the 1,785,714
shares of AmeriQuest Series B Preferred Stock would automatically convert into
17,857,140 shares of AmeriQuest Common Stock, (iii) the 198,341 shares of
Series D Preferred Stock previously issued upon exercise of one of the
Achievement Warrants would automatically convert into 1,983,410 shares of
Common Stock, (iv) the 102,908 shares of Series E Preferred Stock previously
issued upon exercise of the Acquisition Maintenance Warrant would
automatically convert into 2,572,700 shares of Common Stock, (v) the remaining
Achievement Warrants, rather than being exercisable for up to 1,205,134 shares
of AmeriQuest Series D Preferred Stock, would instead be exercisable for up to
12,051,340 shares of AmeriQuest Common Stock (subject to adjustment), which is
the same number of shares of AmeriQuest Common Stock into which such shares of
AmeriQuest Series D Preferred Stock are convertible, (vi) the remaining
Acquisition Maintenance Warrant, rather than being exercisable for up to
115,399 shares of AmeriQuest Series E Preferred Stock, would instead be
exercisable for up to 2,884,988 shares of AmeriQuest Common Stock (subject to
adjustment), which

7
<PAGE>

is the same number of shares of AmeriQuest Common Stock into which such shares
of AmeriQuest Series E Preferred Stock are convertible (subject to decrease
due to rounding), (vii) the Unit Maintenance Warrants, rather than being
exercisable for up to 514,857 shares of AmeriQuest Series F Preferred Stock,
would instead be exercisable for up to 5,148,574 shares of AmeriQuest Common
Stock (subject to adjustment), which is the same number of shares of
AmeriQuest Common Stock into which such shares of AmeriQuest Series F
Preferred Stock are convertible (subject to decrease due to rounding), and
(viii) the Maintenance Option, which as of the Record Date was exercisable for
at least approximately 4,510,055 shares of AmeriQuest Common Stock (subject to
adjustment), will continue to be exercisable in accordance with the terms
thereof.

AmeriQuest's Certificate of Designations setting forth the rights,
preferences and privileges of AmeriQuest Series A, Series B, Series D, Series
E and Series F Preferred Stock provides that all such Preferred Stock will
automatically convert into AmeriQuest Common Stock at such time as there is a
sufficient number of authorized shares of AmeriQuest Common Stock to effect
the conversion into Common Stock of all outstanding shares of such Preferred
Stock and the exercise of all outstanding warrants and options exercisable for
such Preferred Stock. Inasmuch as the currently authorized number of shares of
AmeriQuest Common Stock is insufficient to effect such conversion and
exercise, stockholder approval of the increase in the authorized number of
shares of AmeriQuest Common Stock is necessary to accommodate the automatic
conversion into AmeriQuest Common Stock of the 810,811 shares of AmeriQuest
Series A Preferred Stock, 1,785,714 shares of AmeriQuest Series B Preferred
Stock, 198,341 shares of AmeriQuest Series D Preferred Stock and 102,908
shares of AmeriQuest Series E Preferred Stock and the exercise in full for
AmeriQuest Common Stock of the Achievement Warrants, the Acquisition
Maintenance Warrant, the Unit Maintenance Warrants and the Maintenance Option.

The effect of approving the increase in the authorized number of shares of
AmeriQuest Common Stock will be (i) to cause the automatic conversion into
AmeriQuest Common Stock of the outstanding shares of AmeriQuest Series A, B, D
and E Preferred Stock held by Computer 2000 Inc. and referred to above (i.e.,
the 810,811 shares of AmeriQuest Series A Preferred Stock, the 1,785,714
shares of AmeriQuest Series B Preferred Stock, the 198,341 shares of
AmeriQuest Series D Preferred Stock and the 102,908 shares of AmeriQuest
Series E Preferred Stock) and (ii) to provide sufficient shares of AmeriQuest
Common Stock to permit the Achievement Warrants, the Acquisition Maintenance
Warrant and the Unit Maintenance Warrants held by Computer 2000 Inc. to be
exercised for Common Stock instead of Preferred Stock and the Maintenance
Option held by Computer 2000 Inc. to be exercised in full if and when such
option becomes exercisable.

THE STOCKHOLDERS ARE NOT BEING ASKED TO APPROVE THE TRANSACTIONS PURSUANT TO
WHICH AMERIQUEST ISSUED SECURITIES TO COMPUTER 2000 INC., BUT INSTEAD ARE
BEING ASKED TO APPROVE AN AMENDMENT TO AMERIQUEST'S CERTIFICATE OF
INCORPORATION THAT WILL INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON
STOCK ISSUABLE BY AMERIQUEST. See "(f) No Stockholder Approval for the
Transactions under the Computer 2000 Purchase Agreement" below.

The following is a summary description of the transactions pursuant to which
AmeriQuest issued the Series A, B, D and E Preferred Stock, the Achievement
Warrants, the Acquisition Maintenance Warrant, the Unit Maintenance Warrants
and the Maintenance Option.

(a) Purchase of Stock, Warrants and Option.

Pursuant to a Purchase Agreement, dated as of August 7, 1995, between
Computer 2000 AG, Computer 2000 Inc. and AmeriQuest (the "Computer 2000
Purchase Agreement"), the following transactions, among others, occurred on
August 21, 1995:

(i) Computer 2000 Inc. assigned certain promissory notes in the principal
amount of $18 million and paid an additional $31,250,000.00 to AmeriQuest
in exchange for the issuance by AmeriQuest of (a) 810,811 shares of
AmeriQuest Series A Preferred Stock (convertible into 8,108,110 shares of
AmeriQuest Common Stock, subject to adjustment), (b) 1,785,714 shares of
AmeriQuest Series B Preferred Stock (convertible into 17,857,140 shares of
AmeriQuest Common Stock, subject to adjustment) and (c) warrants

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(the "Achievement Warrants") to purchase an aggregate of 1,403,475 shares
of AmeriQuest Series D Preferred Stock (convertible into 14,034,750 shares
of AmeriQuest Common Stock, subject to adjustment) exercisable at $.53 per
share of Series D Preferred Stock ($.053 per share of Common Stock on an
as-if-converted to Common Stock basis).

Assuming the exercise by Computer 2000 Inc. of the Achievement Warrants,
the conversion of the Series D Preferred Stock issuable upon such exercise
and the conversion of the Series A and Series B Preferred Stock issued as
described in the preceding paragraph, AmeriQuest will have issued to
Computer 2000 Inc. 40,000,000 shares of Common Stock at an average purchase
price of approximately $1.25 per share.

The Achievement Warrants are exercisable in increments equal to
approximately one-eighth of the total number of shares purchasable
thereunder in the event that any of the following gross sales targets (each
a "Performance Milestone") is achieved by AmeriQuest during the eight
quarters in the 24-month period ended June 30, 1997: $150 million for the
first quarter, $160 million for the second quarter, $190 million for the
third quarter, $200 million for the fourth quarter, $220 million for the
fifth quarter, $230 million for the sixth quarter, $270 million for the
seventh quarter and $280 million for the eighth quarter. AmeriQuest did not
achieve the Performance Milestone for the first quarter, which ended
September 30, 1995, or the second quarter, which ended December 31, 1995.
However, whether or not AmeriQuest achieves any or all of the Performance
Milestones, (i) Achievement Warrants for 700,000 shares of Series D
Preferred Stock (convertible into 7,000,000 shares of Common Stock, subject
to adjustment), in addition to the Achievement Warrants exercisable due to
the achievement of any Performance Milestones, will become exercisable on
or after July 31, 1996 and (ii) Achievement Warrants for the remaining
shares of Series D Preferred Stock will become exercisable on or after July
31, 1997. Moreover, the Achievement Warrants provide for accelerated
exercise at any time (for up to the maximum number of shares purchased
thereunder) to the extent necessary in order for Computer 2000 Inc. to own
51% of the outstanding voting shares of AmeriQuest's capital stock.
Pursuant to this provision, Computer 2000 Inc. exercised one of the
Achievement Warrants in February 1996, prior to the Record Date, to
purchase 198,341 shares of Series D Preferred Stock. (In February 1996,
prior to the Record Date, Computer 2000 Inc. exercised a portion of the
Acquisition Maintenance Warrant to purchase 102,908 shares of Series E
Preferred Stock.) The Achievement Warrants will cease to be exercisable on
August 21, 1998.

(ii) In consideration for Computer 2000 Inc.'s exchange of the promissory
notes and an additional investment of $31,250,000.00, as described in
paragraph (i) above, AmeriQuest granted to Computer 2000 Inc. the following
pari passu rights with respect to the number of shares issuable under other
outstanding warrants, options and other rights to acquire shares of
AmeriQuest Common Stock that AmeriQuest has previously granted, or is
obligated to grant to others:

(1) If the total number of shares of Common Stock issued by
AmeriQuest in connection with the Robec Acquisition exceeds 2,800,000
shares of AmeriQuest Common Stock, including shares issued upon the
exercise of options or warrants granted, assumed or exchanged in
connection with the Robec Acquisition (such shares as are so issued in
excess of 2,800,000 shares are referred to as the "Incremental
Shares"), then Computer 2000 Inc. will have the right, pursuant to a
warrant granted by AmeriQuest (the "Acquisition Maintenance Warrant"),
to purchase a number of shares of AmeriQuest Series E Preferred Stock
(each such share convertible to 25 shares of AmeriQuest Common Stock,
subject to adjustment) that will be convertible into a number of shares
of AmeriQuest Common Stock equal to the number of Incremental Shares.
AmeriQuest issued to Robec shareholders a total of 5,372,710 shares of
AmeriQuest Common Stock and 25,830.10 shares of AmeriQuest Series G
Preferred Stock convertible into 2,583,010 shares of AmeriQuest Common
Stock (subject to adjustment) and Robec stock options were converted
into options to purchase up to 301,978 shares of AmeriQuest Common
Stock. Therefore, the total number of shares of AmeriQuest Common Stock
issued or issuable as a consequence of the Robec Acquisition is
8,257,698 shares (subject to adjustment), and the Acquisition
Maintenance Warrant was initially exercisable for up to 218,307

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shares of AmeriQuest Series E Preferred Stock (convertible into
5,457,675 shares of Common Stock, subject to adjustment). The exercise
price of the Acquisition Maintenance Warrant is $1.25 per share of
Series E Preferred Stock ($.05 per share of Common Stock on an as-if-
converted to Common Stock). The Acquisition Maintenance Warrant is
exercisable at such time, and from time-to-time, as Incremental Shares
are issued and, for each such issuance, will remain exercisable for six
months thereafter.

(2) In connection with a private placement in the months of May, June
and July of 1995 by AmeriQuest of equity securities, AmeriQuest issued
stock and warrants to investors, which included warrants to purchase up
to 5,148,574 shares of AmeriQuest Common Stock during a three year
period at an exercise price of $1.05 per share (the "Unit Warrants").
If and to the extent that any of the Unit Warrants are exercised, then
Computer 2000 Inc. will have the right, pursuant to certain warrants
issued by AmeriQuest (the "Unit Maintenance Warrants"), to purchase a
number of shares of AmeriQuest Series F Preferred Stock (each such
share convertible to 10 shares of AmeriQuest Common Stock, subject to
adjustment) that will be convertible into a number of shares of
AmeriQuest Common Stock equal to the number of shares issued upon
exercise of the Unit Warrants (the "Unit Warrant Shares"). The exercise
price of the Unit Maintenance Warrants is $5.25 per share of Series F
Preferred Stock ($.525 per share of Common Stock on an as-if-converted
to Common Stock). The Unit Maintenance Warrants are exercisable only if
and to the extent that any Unit Warrant Shares are issued and, for each
such issuance, will remain exercisable for six months thereafter. As of
the Record Date, no Unit Warrants had been exercised, so the Unit
Maintenance Warrants were not yet exercisable for any shares of Series
F Preferred Stock.

(3) AmeriQuest also granted to Computer 2000 Inc. an option (the
"Maintenance Option") to purchase a number of shares of AmeriQuest
Common Stock (or other equity securities, as applicable) equal to the
number of shares of AmeriQuest Common Stock (or other equity
securities) that AmeriQuest issues upon exercise or conversion of all
options, warrants or other rights (other than shares subject to the
Unit Maintenance Warrants and Acquisition Maintenance Warrant)
outstanding as of the date of the Computer 2000 Purchase Agreement (the
"Miscellaneous AmeriQuest Options") to acquire (upon conversion or
otherwise) any shares ("Additional Shares") of Common Stock or other
equity securities of AmeriQuest. The Maintenance Option is exercisable
from time-to-time with respect to each issuance of an Additional Share
upon the issuance of such Additional Share, will terminate six months
after notice to Computer 2000 Inc. of such issuance (subject to
extension under certain circumstances) and will be exercisable for the
same consideration and on the same terms as the consideration for which
and terms under which such Additional Share is issued. Approximately
4,510,055 shares of AmeriQuest Common Stock are issuable as of the
Record Date upon exercise of the Miscellaneous AmeriQuest Options.

(b) Board of Directors and Management.

Consistent with Computer 2000 Inc.'s acquisition of a majority of
AmeriQuest's outstanding voting capital stock and in connection with the
Computer 2000 Purchase Agreement, changes were made in AmeriQuest's Board of
Directors and management. In August 1995, three of AmeriQuest's existing
Directors, Terren Peizer, Eric J. Werner and William N. Silvis, resigned from
the Board (Gregory A. White had resigned as a Director in July 1995) and five
persons designated by Computer 2000 Inc. were appointed Directors of
AmeriQuest. These designees were D. Stephen DeWindt, Klaus J. Laufen and Dr.
Harry Krischik, who, at the time, were three of Computer 2000 AG's four Co-
Presidents, Mark Mulford, who was a Director of Group Projects with Computer
2000 AG, and Holger Heims, who was Computer 2000 AG's Director of Investment,
Tax and Legal. Mr. Laufen has since resigned in December 1995 as a Director of
AmeriQuest. Mr. DeWindt was appointed Chairman of the Board and Chief
Executive Officer of AmeriQuest, Dr. Krischik was appointed Co-Chairman of the
Board, and Mr. Mulford was appointed AmeriQuest's President and Chief
Operating Officer. Messrs. DeWindt, Mulford and Heims are no longer officers
or directors of Computer 2000 AG or any affiliates thereof other than
AmeriQuest. Harold L. Clark, AmeriQuest's Chief Executive Officer, and Stephen
G. Holmes, AmeriQuest's Secretary, Treasurer and Chief Financial Officer,
resigned from those positions as a condition of the closing.

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Computer 2000 and AmeriQuest agreed that, for a three year period following
August 21, 1995, the affirmative vote of not less than two-thirds of the
outstanding shares of AmeriQuest Common Stock held by stockholders other than
Computer 2000 and/or any of its affiliates ("Interested Shareholders") would
be required for the approval of any Business Combination (as defined below) in
which the cash or fair market value of the consideration to be received per
share by holders of AmeriQuest Common Stock is less than $1.25 (subject to
adjustment). "Business Combination" means any (i) merger or consolidation of
AmeriQuest or any subsidiary with Computer 2000 or any entity that is
controlled by an Interested Shareholder; (ii) sale or other disposition by
AmeriQuest or a subsidiary of all or substantially all of its assets; or (iii)
adoption of any plan or proposal for the liquidation or dissolution of
AmeriQuest proposed by or on behalf of an Interested Shareholder.

(d) Indemnity.

The Computer 2000 Purchase Agreement also provides that, if AmeriQuest
incurs any liability, costs or expenses in connection with certain
contingencies (primarily related to certain existing litigation and employee
terminations) in excess of $2,000,000, then AmeriQuest may be required to
issue to Computer 2000 Inc. additional shares of AmeriQuest Common Stock equal
to the amount of such excess divided by $1.25. Further, pursuant to the
Computer 2000 Purchase Agreement, AmeriQuest has agreed to indemnify Computer
2000 Inc., Computer 2000 AG and their respective shareholders, officers,
directors, agents, employees, representatives, attorneys, successors and
assigns from losses, costs, expenses and damages arising out of any
misrepresentation or breach by AmeriQuest under the Computer 2000 Purchase
Agreement or the related agreements once those losses, costs, expenses and
damages exceed $100,000 in the aggregate. Such indemnity will, at Computer
2000's option, be payable in cash or shares of AmeriQuest Common Stock valued
at the lesser of $1.25 or the then current market price based on a five day
average. Computer 2000 has not notified AmeriQuest of whether it will assert
that it is entitled to indemnification under the Computer 2000 Purchase
Agreement.

(e) Registration Rights.

All of the shares of AmeriQuest Common Stock to be issued to Computer 2000
Inc. in the above-described transactions (the "Registrable Securities") will
be restricted securities, subject to the resale restrictions of Rule 144 of
the Securities Act of 1933, as amended (the "Securities Act"). AmeriQuest and
Computer 2000 Inc. have entered into a Registration Rights Agreement which
provides that Computer 2000 Inc. can require AmeriQuest to register the
Registrable Securities with the Securities and Exchange Commission ("SEC") on
Form S-3, or other appropriate form if Form S-3 is not available, and keep
such registration effective for three years. Computer 2000 Inc. also has the
right to require AmeriQuest to file a registration statement under the
Securities Act covering the registration of the Registrable Securities then
outstanding having an aggregate offering price to the public of not less than
$5,000,000 and to keep such registration effective for up to 120 days.

(f) No Stockholder Approval for the Transactions under the Computer 2000
Purchase Agreement.

The transactions provided for in the Computer 2000 Purchase Agreement did
not require prior approval or subsequent ratification by the stockholders
under AmeriQuest's Certificate of Incorporation or Delaware General
Corporation Law. However, the transactions would normally have required
approval of AmeriQuest's stockholders pursuant to certain listing requirements
of the New York Stock Exchange (the "NYSE"). Prior to the consummation of the
transactions provided for in the Computer 2000 Purchase Agreement, the Audit
Committee of the Board determined that, due to AmeriQuest's financial
condition and needs for financing, any delays necessary for securing
stockholder approval prior to the transactions would seriously jeopardize the
financial viability of AmeriQuest. At the time, AmeriQuest was financially
distressed and, in the opinion of the Audit Committee, financial survival was
heavily dependent upon effecting the proposed transactions with Computer 2000
Inc. at the earliest practicable date. Because of the determination, the Board
approved AmeriQuest's proceeding with the transactions provided for in the
Computer 2000 Purchase Agreement without seeking stockholder approval in
reliance upon an exemption to the NYSE's Shareholder Approval Policy
applicable to companies in financial distress. The NYSE accepted AmeriQuest's
application of the exemption.

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2. FOR ISSUANCE OF AMERIQUEST COMMON STOCK UPON CONVERSION OF 25,830.1 SHARES
OF AMERIQUEST SERIES G PREFERRED STOCK ISSUED IN CONNECTION WITH THE ROBEC
ACQUISITION.

In November 1995, in connection with the acquisition of Robec, Inc.
("Robec") by AmeriQuest (the "Robec Acquisition"), AmeriQuest issued to
certain shareholders of Robec, including Robec's Chairman and Chief Executive
Officer Robert H. Beckett (the "Principal Robec Shareholders"), 25,830.1
shares of AmeriQuest Series G Preferred Stock (which shares are convertible
into 2,583,010 shares of AmeriQuest Common Stock, subject to adjustment).

Upon the proposed increase in the authorized Common Stock of AmeriQuest, and
upon the satisfaction of certain other conditions described in the following
paragraph, the 25,830.1 shares of AmeriQuest Series G Preferred Stock would
automatically convert into 2,583,010 shares of AmeriQuest Common Stock.

Pursuant to AmeriQuest's Certificate of Designations setting forth the
rights, preferences and privileges of AmeriQuest Series G Preferred Stock, the
25,830.1 shares of AmeriQuest Series G Preferred Stock will automatically
convert into AmeriQuest Common Stock at such time as all three of the
following conditions have been satisfied: (a) the stockholders of AmeriQuest
approve (i) the conversion of AmeriQuest Series G Preferred Stock into
AmeriQuest Common Stock, which approval is the subject of Proposal 4 below,
and (ii) an increase in the authorized number of shares of AmeriQuest Common
Stock to a number sufficient to accommodate the conversion of all outstanding
shares of AmeriQuest Series A, Series B, Series D, Series E, Series F and
Series G Preferred Stock into AmeriQuest Common Stock and the payment of all
stock dividends payable with respect to the AmeriQuest Series G Preferred
Stock, which approval is one of the subjects of this Proposal, and (b)
AmeriQuest causes a shelf registration statement to become effective on Form
S-3 under the Securities Act that will enable the resale from time-to-time in
the public market of the shares of AmeriQuest Common Stock that are received
upon conversion of the AmeriQuest Series G Preferred Stock. AmeriQuest intends
to cause such a registration to become effective as soon as practicable.

THE STOCKHOLDERS ARE NOT BEING ASKED TO APPROVE THE ROBEC ACQUISITION, BUT
INSTEAD ARE BEING ASKED TO APPROVE AN AMENDMENT TO AMERIQUEST'S CERTIFICATE OF
INCORPORATION WHICH WILL INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON
STOCK ISSUABLE BY AMERIQUEST. See "(a) The Robec Acquisition" below.

The following is a summary description of the Robec Acquisition and the
conversion of the AmeriQuest Series G Preferred Stock:

(a) The Robec Acquisition.

Pursuant to the Amended and Restated Agreement and Plan of Reorganization,
dated as of August 11, 1994, among AmeriQuest, Robec and the Principal Robec
Shareholders, as amended by Amendment No. 1, dated as of August 4, 1995, and
Amendment No. 2, dated as of August 15, 1995 (as amended, the "Robec
Acquisition Agreement"), AmeriQuest agreed to purchase all of the outstanding
shares of Robec in a two step transaction. In step one, the Principal Robec
Shareholders exchanged in September 1994, 2,224,029 of their shares of Robec
Common Stock for 1,402,805 shares of AmeriQuest Common Stock. This exchange
did not require the prior approval or subsequent ratification by the
stockholders under AmeriQuest's Certificate of Incorporation, Delaware General
Corporation Law or the listing requirements of the New York Stock Exchange. As
a result of the exchange, AmeriQuest acquired 50.1% of the outstanding shares
of Robec Common Stock. Step two was the merger of a wholly-owned subsidiary of
AmeriQuest into Robec, whereby Robec would become a wholly-owned subsidiary of
AmeriQuest. Under the Robec Acquisition Agreement, step two (the merger) could
not be accomplished until it was approved by the Robec shareholders. In
September 1995, the Robec shareholders approved the merger.

The Robec Acquisition Agreement required AmeriQuest to issue additional
shares to the Principal Robec Shareholders upon consummation of the merger if
the market value of AmeriQuest Common Stock (during

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specified periods preceding the date of the meeting of Robec's shareholders
held to consider the merger) was below $3.00 (the "Follow-On Exchange"). As a
result of this requirement, AmeriQuest was obligated to issue an additional
2,583,010 shares of AmeriQuest Common Stock to the Principal Robec
Shareholders upon consummation of the merger. The issuance of these shares of
AmeriQuest Common Stock and the shares of AmeriQuest Common Stock issued or
issuable in the merger did not require prior approval or subsequent
ratification by AmeriQuest's stockholders under AmeriQuest's Certificate of
Incorporation or Delaware General Corporation Law. However, such issuance
would have exceeded the authorized number of shares of AmeriQuest Common Stock
and would have required the approval by the stockholders pursuant to certain
NYSE listing requirements.

On November, 10 1995, in order to accomplish the Robec Acquisition without
the delay that would have been necessitated by seeking the approval of the
stockholders of AmeriQuest, AmeriQuest entered into an Exchange Agreement with
the Principal Robec Shareholders. In order to comply with the NYSE's
requirements and avoid the delay of seeking stockholder approval for the
Follow-On Exchange, the Exchange Agreement provided for the issuance by
AmeriQuest of Preferred Stock rather than Common Stock (the NYSE agreed that
stockholder approval was not required for the issuance of Preferred Stock) and
further provided that stockholder approval of the conversion of the Preferred
Stock would be required before that stock could be converted into Common Stock
(a requirement that the NYSE agreed was in compliance with its rules).
Accordingly, AmeriQuest agreed in the Exchange Agreement to issue to the
Principal Robec Shareholders 25,830.10 shares of a newly created Series G
Preferred Stock of AmeriQuest, which shares will be convertible into 2,583,010
shares of AmeriQuest Common Stock, the same number of shares of AmeriQuest
Common Stock that the Principal Robec Shareholders would have otherwise
received upon consummation of the merger pursuant to the terms of the Robec
Acquisition Agreement.

The merger was consummated on November 13, 1995, whereupon Robec became a
wholly-owned subsidiary of AmeriQuest. In the merger, the shares of Robec
which remained outstanding were canceled and AmeriQuest issued 3,969,905
shares of AmeriQuest Common Stock in exchange for the Robec shares, and the
outstanding Robec stock options were converted into options to purchase up to
301,978 additional shares of AmeriQuest Common Stock. On the same date,
AmeriQuest issued to the Principal Robec Shareholders in the Follow-On
Exchange, pursuant to the Exchange Agreement, 25,830.10 shares of AmeriQuest
Series G Preferred Stock.

Pursuant to the terms of the Robec Acquisition Agreement, AmeriQuest was
required to cause Robert H. Beckett, the Chairman and Chief Executive Officer
of Robec, to be appointed as a Director of AmeriQuest and to nominate Mr.
Beckett for reelection to the Board at each of the next two annual meetings of
AmeriQuest's stockholders. Mr. Beckett was appointed to AmeriQuest's Board in
October 1994, but then resigned from the Board in June 1995 as a result of
continuing negotiations between AmeriQuest and Robec regarding consummation of
the Robec Acquisition. After the completion of the Robec Acquisition, Mr.
Beckett was appointed to the Board in December 1995.

(b) Conversion of the AmeriQuest Series G Preferred Stock.

Conditions of Conversion. The 25,830.1 shares of AmeriQuest Series G
Preferred Stock which were issued to the Principal Robec Shareholders will
automatically convert into an aggregate of 2,583,010 shares of AmeriQuest
Common Stock (subject to adjustment) when all of the conditions precedent
described above have been satisfied.

Dividend Penalty. For the period commencing September 29, 1995 and ending on
the date on which the AmeriQuest Series G Preferred Stock is converted into
AmeriQuest Common Stock, AmeriQuest must pay a dividend on the AmeriQuest
Series G Preferred Stock at the rate of 15% per annum (based on the deemed
initial issuance price of $1.1875 per share of AmeriQuest Common Stock into
which the AmeriQuest Series G Preferred Stock may be convertible), which
dividend will be payable in shares of AmeriQuest Common Stock (valued for the
purposes of the dividend at $1.1875 per share) on the earlier date of
conversion or redemption of the Series G Preferred Stock. If the AmeriQuest
Series G Preferred Stock is not converted before April 30, 1996, then, for

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the period commencing April 30, 1996 and ending on the date on which the
AmeriQuest Series G Preferred Stock is converted into AmeriQuest Common Stock,
AmeriQuest must pay an additional dividend on the Series G Preferred Stock
each month in shares of Common Stock equal to 10% of the shares of Common
Stock then issuable upon conversion of the AmeriQuest Series G Preferred Stock
(the "Dividend Penalty"), payable on the last day of each month (or on the
date of conversion if the AmeriQuest Series G Preferred Stock is converted
during any month).

Right of Redemption. If the AmeriQuest Series G Preferred Stock is not
converted before November 9, 2000, each holder of any outstanding AmeriQuest
Series G Preferred Stock will have the right to cause AmeriQuest to redeem
such holder's shares of AmeriQuest Series G Preferred Stock (the "Right of
Redemption") at a price equal to the liquidation preference ($1.1875 per share
of AmeriQuest Common Stock into which the AmeriQuest Series G Preferred Stock
may be convertible) plus any accrued and unpaid dividends.

3. FOR EXERCISE OF OUTSTANDING AMERIQUEST OPTIONS AND OTHER WARRANTS.

As of the Record Date, outstanding AmeriQuest options and warrants for
AmeriQuest Common Stock (excluding the warrants and options owned by Computer
2000 Inc. that are referred to in item 1 above) were exercisable for up to
approximately 9,828,107 shares of AmeriQuest Common Stock, which, together
with the 27,784,573 shares of AmeriQuest Common Stock outstanding on the
Record Date, exceeded the number of authorized shares of AmeriQuest Common
Stock by approximately 7,612,680 shares. An increase in the number of
authorized shares of AmeriQuest Common Stock would permit the exercise in full
of all such outstanding AmeriQuest options and warrants.

4. FOR GENERAL CORPORATE PURPOSES.

Additional shares available for issuance upon the proposed increase in the
authorized Common Stock of AmeriQuest not issued for the purposes described in
items 1, 2 and 3 above would be available for issuance from time-to-time for
general corporate purposes (such as possible stock splits, stock dividends,
acquisitions of companies or assets, settlement of claims, sales of stock or
securities convertible into stock, stock options or other employee benefit
plans). To address its financing requirements, it is likely that AmeriQuest
will seek additional equity financing by the sale of its capital stock. As
described in Proposal 6, AmeriQuest is submitting to the stockholders for
approval at the Meeting the 1996 Equity Incentive Plan, under which, if
approved, an aggregate of 2,000,000 shares of AmeriQuest Common Stock will be
available for issuance. Except as described in this item and in items 1, 2 and
3 above, AmeriQuest currently has entered into no agreements with respect to
the issuance of additional shares for such purposes. AmeriQuest believes that
the availability of the additional shares will provide it with flexibility to
meet business needs as they arise, to take advantage of favorable
opportunities and to respond to a changing corporate environment.

EFFECT OF PROPOSAL

As of the Record Date, there were 27,784,573 shares of AmeriQuest Common
Stock issued and outstanding. If stockholders approve this Proposal, then (i)
the authorized number of shares of AmeriQuest Common Stock will increase from
30,000,000 shares to 200,000,000 shares, (ii) the outstanding shares of
AmeriQuest Series A, B, D and E Preferred Stock held by Computer 2000 Inc.
will automatically convert into 30,521,360 shares of AmeriQuest Common Stock,
(iii) the outstanding Achievement Warrants, Acquisition Maintenance Warrant
and Unit Maintenance Warrants held by Computer 2000 Inc. will be automatically
convert into warrants to purchase shares of AmeriQuest Common Stock instead of
AmeriQuest Series D, E and F Preferred Stock, and there will be a sufficient
number of shares of AmeriQuest Common Stock to permit the exercise of such
warrants, as well as the Maintenance Option held by Computer 2000 Inc., once
such warrants and option become exercisable, (iv) the outstanding shares of
AmeriQuest Series G Preferred Stock held by the Principal Robec Shareholders
will automatically convert, subject to the satisfaction of certain other
conditions precedent (including the approval of Proposal 4 below), into
2,583,010 shares of AmeriQuest Common Stock and, as a result, the Acquisition

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Maintenance Warrant held by Computer 2000 Inc. will become immediately
exercisable for 2,583,010 shares of AmeriQuest Common Stock, all as described
above and (v) there would be sufficient number of shares of AmeriQuest Common
Stock authorized and reserved for issuance to permit the exercise of the other
AmeriQuest warrants and options that are currently outstanding and the
issuance of up to 2,000,000 shares of AmeriQuest Common Stock that would be
reserved for issuance upon the exercise of options that may be granted under
the 1996 Equity Incentive Plan described in Proposal 6 below. Assuming the
automatic conversions referred to above (and assuming that no additional
shares of AmeriQuest capital stock are issued after the Record Date),
AmeriQuest would have approximately 60,888,943 shares of Common Stock issued
and outstanding as well as approximately 36,423,064 shares of Common Stock
reserved for issuance upon the exercise of outstanding AmeriQuest warrants and
options (including the warrants and options referred to above) and options
that may be granted in the future under the 1996 Equity Incentive Plan, thus
leaving approximately 102,687,993 shares of Common Stock that would otherwise
be available for issuance in the future.

Information concerning pro forma adjustments that would be made in
AmeriQuest's capitalization as of December 31, 1995, as well as earnings per
share data as of certain periods, to give effect to the adoption of this
Proposal and Proposal 4 below, as well as certain other events, is set forth
below in "Capitalization and Historical and Pro Forma Earnings Per Share
Data."

If stockholders do not approve this Proposal, then the shares of Series A,
B, D and E Preferred Stock held by Computer 2000 Inc. will not convert into
Common Stock, and the Achievement Warrants, the Acquisition Maintenance
Warrant and the Unit Maintenance Warrant also held by Computer 2000 Inc. will
continue to be exercisable for shares of Preferred Stock rather than Common
Stock, as described above. Further, the shares of Series G Preferred Stock
held by the Robec Principal Shareholders will not convert into Common Stock.
As a result, (i) the holders of outstanding shares of Series A, Series B,
Series D, Series E and Series F Preferred Stock would continue to have the
right to approve (voting as a single class) certain actions of AmeriQuest,
such as certain mergers or sales of assets of AmeriQuest and (ii) in the event
of any liquidation, dissolution or winding up of AmeriQuest, AmeriQuest would
continue to be obligated to pay to the holders of outstanding shares of Series
A, Series B, Series D, Series E, Series F and Series G Preferred Stock, prior
to making any payment to the holders of Common Stock, $22.20 per share of
Series A Preferred Stock, $17.50 per share of Series B Preferred Stock, $0.53
per share of Series D Preferred Stock, $1.25 per share of Series E Preferred
Stock, $5.25 per share of Series F Preferred Stock, $118.75 per share of
Series G Preferred Stock (the holders of Series G Preferred Stock would also
be paid their accrued and unpaid dividends), subject to adjustment.
(AmeriQuest would not be obligated to pay to the holders of those shares of
Preferred Stock any further payments once their liquidation preference has
been paid). Further, AmeriQuest would continue to be obligated to pay the
Dividend Penalty and satisfy the Right of Redemption with respect to the
outstanding shares of Series G Preferred Stock. Additionally, AmeriQuest would
be unable to honor its outstanding AmeriQuest options and warrants, and its
ability to seek additional equity financing would be significantly limited.

VOTE REQUIRED

Approval of the amendment to AmeriQuest's Certificate of Incorporation to
increase the authorized Common Stock of AmeriQuest requires the affirmative
vote of a majority of the voting power of all shares of AmeriQuest Common
Stock and AmeriQuest Preferred Stock issued and outstanding on the Record
Date, voting together as a single class.

On November 10, 1995, Computer 2000 Inc. entered into a Voting Agreement
(the "Robec Voting Agreement"), pursuant to which Computer 2000 Inc. agreed
(a) to vote its shares of AmeriQuest's capital stock in favor of (i) approving
the conversion of AmeriQuest Series G Preferred Stock into AmeriQuest Common
Stock and (ii) increasing the authorized number of shares of AmeriQuest Common
Stock and (b) to use its best efforts to cause AmeriQuest to fulfill its
obligations to cause the resale of the shares issued upon conversion of
AmeriQuest Series G Preferred Stock to be registered on Form S-3. On the
Record Date, Computer 2000 Inc. held 31,053,360 shares of AmeriQuest Common
Stock and AmeriQuest Preferred Stock (on an as converted to Common Stock
basis). Such shares comprise an aggregate of approximately 51.0% of the total
number of shares of AmeriQuest Common Stock and AmeriQuest Preferred Stock (on
an as converted to Common Stock

15
<PAGE>

basis) outstanding on the Record Date and entitled to vote on this Proposal.
Additionally, on the Record Date, the Principal Robec Shareholders held
4,797,326 shares of AmeriQuest Common Stock and AmeriQuest Preferred Stock (on
an as converted to Common Stock basis). Such shares comprise an aggregate of
approximately 7.9% of the total number of shares of AmeriQuest Common Stock
and AmeriQuest Preferred Stock (on an as converted to Common Stock basis)
outstanding on the Record Date and entitled to vote on this Proposal. However,
the Principal Robec Shareholders are not contractually obligated to vote their
shares of AmeriQuest's capital stock in favor of increasing the authorized
number of shares of AmeriQuest Common Stock.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE
APPROVAL OF AN AMENDMENT OF AMERIQUEST'S CERTIFICATE OF
INCORPORATION TO INCREASE THE AUTHORIZED NUMBER OF SHARES OF

COMMON STOCK ISSUABLE BY AMERIQUEST FROM 30,000,000 SHARES TO 200,000,000
SHARES

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

16
<PAGE>

PROPOSAL 3

APPROVAL OF AN AMENDMENT OF AMERIQUEST'S CHARTER DOCUMENTS

TO PERMIT THE REISSUANCE OF SHARES OF PREFERRED STOCK

AmeriQuest's charter documents currently provide that AmeriQuest is
authorized to issue up to 5,000,000 shares of Preferred Stock. However, the
charter documents also provide that, whenever shares of Preferred Stock that
have been issued or retired (after the conversion of any issued shares into
Common Stock or the redemption or repurchase by AmeriQuest or otherwise), such
shares of Preferred Stock may not be reissued. The stockholders are being
asked to approve an amendment to AmeriQuest's charter documents that would
have the effect of eliminating this prohibition on reissuance and, thereby,
permitting AmeriQuest to authorize the issuance of additional shares of
Preferred Stock in place of any shares of Preferred Stock that have been
issued and subsequently retired.

REASONS FOR PROPOSAL

There are currently 2,923,604.1 shares of AmeriQuest Preferred Stock issued
and outstanding. If Proposals 2 and 4 are approved by the stockholders, and
certain other conditions described in Proposal 2 are satisfied, then those
shares will be converted into Common Stock and retired. Under the current
charter documents of AmeriQuest, those shares (as well as any additional
shares of Preferred Stock that may be issued in the future and subsequently
retired) may not be reissued. The Board believes it would be in AmeriQuest's
best interests to permit such shares of Preferred Stock, once issued and then
retired, to be reissued from time to time as the Board may deem appropriate.

If this Proposal is approved, AmeriQuest's charter documents would no longer
prohibit the reissuance of shares of Preferred Stock that are issued and
subsequently retired. Instead, such shares may be reissued in the same series
as the previously-issued shares or such shares may be reissued as shares of
one or more different series of Preferred Stock (including series that are
designated by the Board and, in some instances, the stockholders in the
future).

If the 2,923,604.1 shares of Preferred Stock that are currently issued and
outstanding are converted into shares of Common Stock, which would occur if
Proposals 2 and 4 are adopted, and certain other conditions described in
Proposal 2 are satisfied, then these shares would be retired and, under this
Proposal, would be available for reissuance. Similarly, AmeriQuest has an
additional 2,017,083 shares of Preferred Stock that are reserved for issuance
upon the exercise of currently outstanding warrants that are held by Computer
2000 Inc. If these warrants are exercised and if the shares of Preferred Stock
that are issued upon such exercise are subsequently converted into Common
Stock, those shares of Preferred Stock would be retired and could then be
reissued as described above. Accordingly, the adoption of this Proposal may
have the effect of making available for reissuance over 2,900,000 shares of
Preferred Stock and, in certain circumstances, at least 2,000,000 additional
shares of Preferred Stock, depending on how many shares of Preferred Stock are
actually issued and retired in the future. If, however, Proposals 2 and 4 are
not adopted, it is possible that no shares of Preferred Stock that are issued
will be converted or otherwise retired in the future, in which event this
Proposal would not have any material effect.

Any additional shares available for issuance as a result of the approval of
this Proposal would be available for issuance from time to time for general
corporate purposes (such as possible stock splits, stock dividends,
acquisitions of companies or assets, or sales of stock or securities
convertible into stock). AmeriQuest currently has entered into no agreements
with respect to the issuance of shares for such purposes. AmeriQuest believes
that the availability of the shares will provide it with flexibility to meet
business needs as they arise, to take advantage of favorable opportunities and
to respond to a changing corporate environment.

If this Proposal is not adopted by the stockholders, then any shares of
Preferred Stock that are issued and subsequently converted or otherwise
retired could not be reissued.

17
<PAGE>

EFFECT OF PROPOSAL

The Board is authorized, subject to any limitations prescribed by Delaware
law, to provide for the issuance of any authorized but unissued shares of
Preferred Stock in one or more series, to establish from time-to-time the
number of shares to be included in each such series, to fix the powers,
preferences and rights of the shares of each wholly unissued series and any
qualifications, limitations or restrictions thereon, and to increase or
decrease the number of shares of any such series (but not below the number of
shares of such series then outstanding), without any further vote or action by
AmeriQuest's stockholders. The Board may authorize the issuance of Preferred
Stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of AmeriQuest Common Stock. Consequently,
the issuance of Preferred Stock may have the effect of delaying, deferring or
preventing a change in control of AmeriQuest.

VOTE REQUIRED

Approval of the amendment to AmeriQuest's charter documents to permit the
reissuance of Preferred Stock requires the affirmative vote of (i) a majority
of the voting power of all shares of AmeriQuest Common Stock and AmeriQuest
Preferred Stock issued and outstanding on the Record Date, voting together as
a single class, and (ii) a majority of the voting power of all shares of
AmeriQuest Series A, Series B, Series D, Series E and Series F Preferred Stock
issued and outstanding on the Record Date, voting together as a single class.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE

APPROVAL OF THE AMENDMENT OF AMERIQUEST'S CHARTER

DOCUMENTS TO PERMIT THE REISSUANCE OF PREFERRED STOCK

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

18
<PAGE>

PROPOSAL 4

APPROVAL OF THE CONVERSION
OF AMERIQUEST SERIES G PREFERRED
STOCK INTO AMERIQUEST COMMON STOCK

Stockholders are being asked to approve the conversion of AmeriQuest Series
G Preferred Stock into AmeriQuest Common Stock.

REASONS FOR PROPOSAL

As more fully described in Proposal 2 above, in connection with the Robec
Acquisition, AmeriQuest issued to the Principal Robec Shareholders an
aggregate of 25,830.1 shares of AmeriQuest Series G Preferred Stock, which
shares will be automatically converted into an aggregate of 2,583,010 shares
of AmeriQuest Common Stock (subject to adjustment) upon the satisfaction of
certain conditions precedent described in Proposal 2. One such condition, set
forth in AmeriQuest's Certificate of Designations setting forth the rights,
preferences and privileges of AmeriQuest Series G Preferred Stock, is that
AmeriQuest's stockholders must approve the conversion of AmeriQuest Series G
Preferred Stock into AmeriQuest Common Stock.

THE STOCKHOLDERS ARE NOT BEING ASKED TO APPROVE THE ROBEC ACQUISITION, BUT
INSTEAD ARE BEING ASKED TO APPROVE THE CONVERSION OF THE SERIES G PREFERRED
STOCK INTO COMMON STOCK. See "(a) The Robec Acquisition" in Proposal 2 above.

EFFECT OF PROPOSAL

If the 25,830.1 shares of AmeriQuest Series G Preferred Stock issued to the
Principal Robec Shareholders convert into AmeriQuest Common Stock before April
30, 1996, then, as described in Proposal 2 above, AmeriQuest will not be
obligated to pay the Dividend Penalty or satisfy the Right of Redemption.

If stockholders do not approve this Proposal, then the shares of Series G
Preferred Stock held by the Robec Principal Shareholders will not convert into
Common Stock. As a result, AmeriQuest will continue to be obligated to pay the
Dividend Penalty and satisfy the Right of Redemption.

VOTE REQUIRED

Approval of the conversion of AmeriQuest Series G Preferred Stock into
AmeriQuest Common Stock requires the affirmative vote of a majority of the
voting power of the shares of AmeriQuest Common Stock and AmeriQuest Preferred
Stock present in person or by proxy at the Meeting and issued and outstanding
on the Record Date, voting together as a single class.

As described in Proposal 2 above, pursuant to the Robec Voting Agreement,
Computer 2000 Inc. has agreed, among other things, to vote its shares of
AmeriQuest's capital stock in favor of approving the conversion of AmeriQuest
Series G Preferred Stock into AmeriQuest Common Stock. On the Record Date,
Computer 2000 Inc. held 31,053,360 shares of AmeriQuest Common Stock and
AmeriQuest Preferred Stock (on an as converted to Common Stock basis). Such
shares comprise an aggregate of approximately 51.0% of the total number of
shares of AmeriQuest Common Stock and AmeriQuest Preferred Stock (on an as
converted to Common Stock basis) outstanding on the Record Date and entitled
to vote on this Proposal. Additionally, on the Record Date, the Principal
Robec Shareholders held 4,797,326 shares of AmeriQuest Common Stock and
AmeriQuest Preferred Stock (on an as converted to Common Stock basis). Such
shares comprise an aggregate of approximately 7.9% of the total number of
shares of AmeriQuest Common Stock and AmeriQuest Preferred Stock (on an as
converted to Common Stock basis) outstanding on the Record Date and entitled
to vote on this Proposal. However, the Principal Robec Shareholders are not
contractually obligated to vote their shares of AmeriQuest's capital stock in
favor of approving the conversion of AmeriQuest Series G Preferred Stock into
AmeriQuest Common Stock.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE CONVERSION OF
AMERIQUEST SERIES G PREFERRED STOCK INTO AMERIQUEST COMMON STOCK

19
<PAGE>

PROPOSAL 5

RATIFICATION OF CERTAIN PRIOR
ISSUANCES BY AMERIQUEST OF SECURITIES

Stockholders are being asked to ratify certain prior issuances by AmeriQuest
of securities to various parties as described below (the "Prior Issuances").
The Prior Issuances did not require prior approval or subsequent ratification
by the stockholders under AmeriQuest's Certificate of Incorporation or
Delaware General Corporation Law. AmeriQuest believes that, based upon
discussions with the NYSE, ratification of the Prior Issuances may be
necessary to meet AmeriQuest's listing requirements with the NYSE.

DESCRIPTION OF PRIOR ISSUANCES OF SECURITIES

The following table summarizes the Prior Issuances which the stockholders
are being asked to ratify:

<TABLE>
<CAPTION>
SALE PRICE
PER SHARE OR
WHEN NAME OF PARTY TO WHOM CURRENT EXERCISE
ISSUED SECURITIES WERE ISSUED SECURITIES ISSUED PRICE PER SHARE
------ ---------------------- ----------------- ----------------
<C> <S> <C> <C>
12/93 Harold L. Clark Option for 250,000 shares of $1.00
Common Stock(1)
12/93 Stephen G. Holmes Option for 100,000 shares of $1.00
Common Stock(2)
12/93 Michael Rusert Option for 50,000 $2.00
(originally 100,000) shares
of Common Stock(3)
03/94 Manufacturers Indemnity Option for 150,000 shares of $4.50
and Insurance Company of Common Stock(4)
America
10/94 Manufacturers Indemnity 200,000 shares of Common $2.50
and Insurance Company of Stock(5)
America
10/94 Harold L. Clark 200,000 shares of Common $2.50
Stock(6)
10/94 Stephen G. Holmes 50,000 shares of Common $2.50
Stock(7)
11/94 Various private 1,540,000 shares of Common $2.40
investors, including Stock(8)
Manufacturers Indemnity
and Insurance Company of Warrants for 1,540,000 $1.75
America and Wendover shares of Common Stock(8)
Financial Company
05/95- Various private 2,574,287 shares of Common $1.75
07/95 investors, including Stock(9)
Manufacturers Indemnity
and Insurance Company of Warrants for 5,148,574 $1.05
America shares of Common Stock(9)
07/95 William T. Walker, Jr. 35,000 shares of Common Prior services
Stock(10)
07/95 William N. Silvis 15,000 shares of Common Prior services
Stock(11)
</TABLE>
- --------
(1) In December 1993, AmeriQuest granted to Dr. Clark a non-qualified stock
option exercisable for 250,000 shares of Common Stock at $2.00 per share
(subject to proportional adjustment in the event of stock splits, stock
combinations, stock dividends, recapitalizations and mergers), expiring
six years from the date of grant, subject to earlier termination upon
termination of employment. This option vested in 25% increments

20
<PAGE>

every 14 months. Pursuant to a Settlement Agreement and Release entered
into between AmeriQuest and Dr. Clark in connection with the termination of
his employment, this option was repriced in August 1995 to be exercisable
at $1.00 per share, was deemed fully vested and exercisable only during the
two year period following the repricing (this option was subsequently
amended so that it is exercisable until the date which is two years after
the Meeting). At the time this option was granted and at the time this
option was repriced, Dr. Clark was the Chief Executive Officer of
AmeriQuest. AmeriQuest granted this option as an employment incentive and
expects to use the proceeds from any exercise thereof for general working
capital purposes.

(2) In December 1993, AmeriQuest granted to Mr. Holmes a non-qualified stock
option exercisable for 100,000 shares of Common Stock at $2.00 per share
(subject to proportional adjustment in the event of stock splits, stock
combinations, stock dividends, recapitalizations and mergers), expiring
six years from the date of grant, subject to earlier termination upon
termination of employment. This option vested in 25% increments every 14
months. Pursuant to a Settlement Agreement and Release entered into
between AmeriQuest and Mr. Holmes in connection with the termination of
his employment, this option was repriced in August 1995 to be exercisable
at $1.00 per share, was deemed fully vested and exercisable only during
the two year period following the repricing (this option was subsequently
amended so that it is exercisable until the date which is two years after
the Meeting). At the time this option was granted and at the time this
option was repriced, Mr. Holmes was the Chief Financial Officer of
AmeriQuest. AmeriQuest granted this option as an employment incentive and
expects to use the proceeds from any exercise thereof for general working
capital purposes.

(3) In December 1993, AmeriQuest granted to Mr. Rusert a non-qualified stock
option exercisable for 100,000 shares of Common Stock at $2.00 per share
(subject to proportional adjustment in the event of stock splits, stock
combinations, stock dividends, recapitalizations and mergers), expiring
six years from the date of grant, subject to earlier termination upon
termination of employment. This option vested in 25% increments every 14
months. Pursuant to a Severance Agreement entered into between AmeriQuest
and Mr. Rusert in connection with the termination of his employment, in
October 1994 the vesting of this option was accelerated such that it is
exercisable for 50,000 shares of Common Stock and is exercisable only
until the date which is 90 days after the Meeting. At the time this option
was granted, Mr. Rusert was the Chief Operating Officer of AmeriQuest.
AmeriQuest granted this option as an employment incentive and expects to
use the proceeds from any exercise thereof for general working capital
purposes.

(4) In March 1994, AmeriQuest granted to Manufacturers Indemnity and Insurance
Company of America ("MIICA") a non-qualified option exercisable for
150,000 shares of Common Stock at $4.50 per share (subject to proportional
adjustment in the event of stock splits, stock dividends,
recapitalizations and mergers), expiring five years from the date of grant
(subject to earlier expiration if at least one representative of MIICA is
not serving AmeriQuest as a director/consultant and as a member of
AmeriQuest's acquisition committee). This option vested when AmeriQuest's
operations attained a sales "run rate" of $300 million per year. At the
time this option was granted, Marc L. Werner and Eric J. Werner were
Directors of both MIICA and of AmeriQuest. Marc L. Werner remains a
Director of AmeriQuest, and Eric J. Werner resigned in August 1995 as a
Director of AmeriQuest. This option was granted as incentive for Marc L.
Werner and Eric J. Werner to assist AmeriQuest with its policy of growth
by acquisition of other companies. AmeriQuest expects to use the proceeds
from any exercise of this option for general working capital purposes.

(5) In October 1994, AmeriQuest sold to MIICA 200,000 shares of Common Stock
at $2.50 per share. The purchase price at which AmeriQuest sold these
shares was $0.10 per share greater than the purchase price at which
AmeriQuest sold promissory notes convertible into shares in the 1994
Private Placement completed in October 1994 described in footnote (8)
below. MIICA paid in cash the total par value for the shares of $2,000 and
remains obligated to pay the balance of $498,000. This payment obligation
is unsecured and does not bear interest. Payment was originally due in
October 1995, but, in July 1995, AmeriQuest extended the due date until
September 1996. At the time these shares were purchased, Marc L. Werner
and Eric J. Werner were Directors of both MIICA and AmeriQuest. AmeriQuest
expects to use the proceeds from the sale of these shares for general
working capital purposes.

(6) In October 1994, AmeriQuest sold to Dr. Clark 200,000 shares of Common
Stock at $2.50 per share. The purchase price at which AmeriQuest sold
these shares was $0.10 per share greater than the purchase price

21
<PAGE>

at which AmeriQuest sold promissory notes convertible into shares in the
1994 Private Placement completed in October 1994 described in footnote (8)
below. Dr. Clark paid in cash the total par value for the shares of $2,000
and tendered a non-interest bearing promissory note for the balance of
$498,000, which promissory note is secured by these shares purchased. The
promissory note was originally due in October 1995, but, in July 1995,
AmeriQuest extended the due date until September 1996. At the time Dr.
Clark purchased these shares, he was the Chief Executive Officer of
AmeriQuest. AmeriQuest expects to use the proceeds from the sale of these
shares for general working capital purposes.

(7) In October 1994, AmeriQuest sold to Mr. Holmes 50,000 shares of Common
Stock at $2.50 per share. The purchase price at which AmeriQuest sold
these shares was $0.10 per share greater than the purchase price at which
AmeriQuest sold promissory notes convertible into shares in the 1994
Private Placement completed in October 1994 described in footnote (8)
below. Mr. Holmes paid in cash the total par value for the shares of $500
and tendered a non-interest bearing promissory note for the balance of
$124,500, which promissory note is secured by these shares purchased. The
promissory note was originally due in October 1995, but, in July 1995,
AmeriQuest extended the due date until September 1996. At the time Mr.
Holmes purchased these shares, he was the Chief Financial Officer of
AmeriQuest. AmeriQuest expects to use the proceeds from the sale of these
shares for general working capital purposes.

(8) In October 1994, AmeriQuest sold to various investors in a private
placement Unsecured, Convertible Promissory Notes for an aggregate
purchase price of $3,696,000 (the "1994 Private Placement"). AmeriQuest
applied the proceeds of the 1994 Private Placement to acquire Ross White
Enterprises, Inc. d/b/a "National Computer Distributors" ("NCD"). Each
Unsecured, Convertible Promissory Note matured in November 1994 and was
convertible at any time prior to maturity into such number of units as was
equal to the principal payable thereunder divided by $2.40, with each unit
consisting of one share of Common Stock and one warrant to purchase one
share of Common Stock. The principal amount of each note was unsecured and
bore interest at the rate of the "Six-month Treasuries Rate". Accrued and
unpaid interest was to be forgiven upon conversion of the notes to units.
The Unsecured, Convertible Promissory Notes sold in the 1994 Private
Placement were convertible into units consisting of an aggregate of
1,540,000 shares of Common Stock and warrants to purchase an aggregate of
1,540,000 shares of Common Stock. Each warrant was exercisable for a four
year period at $3.50 per share (subject to proportional adjustment in the
event of stock splits, stock combinations, stock dividends,
recapitalizations and mergers); provided, that, if AmeriQuest were to sell
Common Stock at a price per share less than the exercise price then in
effect under the warrant at any time during the period beginning in
October 1994 and ending in April 1995, then the exercise price would be
reduced to that price per share. The Unsecured, Convertible Promissory
Notes were automatically to convert into shares and warrants as described
above upon the consummation of the acquisition of NCD. AmeriQuest agreed
to register the shares issued and issuable upon conversion of the
Unsecured, Convertible Promissory Notes.

In November 1994, the acquisition by AmeriQuest of NCD closed and, as a
result, the Unsecured, Convertible Promissory Notes automatically converted
into shares and warrants as described above. The exercise price of all the
warrants issued in connection with the 1994 Private Placement was reduced
to $1.75 per share in August 1995 to reflect the sale of Common Stock at
$1.75 per share in the 1995 Private Placement (described below in footnote
(10)). The shares issued and issuable in the 1994 Private Placement were
registered with the SEC on Form S-3 in July 1995.

MIICA purchased an Unsecured, Convertible Promissory Note in the 1994
Private Placement for a purchase price of $456,000. MIICA advanced this sum
prior to the purchase of Unsecured, Convertible Promissory Notes by any
other participant in the 1994 Private Placement (except for Wendover
Financial Company, which, as explained in the following paragraph,
purchased an Unsecured, Convertible Promissory Note at the same time as
MIICA) and prior to the determination of the final terms under which
Unsecured, Convertible Promissory Notes would be sold in the 1994 Private
Placement. MIICA purchased its Unsecured, Convertible Promissory Note under
the agreement that the terms thereof would be the same terms that would
subsequently be agreed upon by the other participants in the 1994 Private
Placement. Upon the conversion in November 1994 of the Unsecured,
Convertible Promissory Note purchased by MIICA, AmeriQuest issued to MIICA
190,000 shares of Common Stock and warrants to purchase 190,000 shares of
Common Stock. At the time MIICA purchased the Unsecured, Convertible
Promissory Note and at the

22
<PAGE>

time that the Unsecured, Convertible Promissory Note was converted into
stock and warrants, Marc L. Werner and Eric J. Werner were Directors of
both MIICA and AmeriQuest.

Wendover Financial Company ("Wendover") purchased an Unsecured, Convertible
Promissory Note in the 1994 Private Placement for a purchase price of
$240,000. Wendover advanced this sum prior to the purchase of Unsecured,
Convertible Promissory Notes by any other participant in the 1994 Private
Placement (except for MIICA, which purchased an Unsecured, Convertible
Promissory Note at the same time as Wendover) and prior to the
determination of the final terms under which Unsecured, Convertible
Promissory Notes would be sold in the 1994 Private Placement. Wendover
purchased its Unsecured, Convertible Promissory Note under the agreement
that the terms thereof would be the same terms that would subsequently be
agreed upon by the other participants in the 1994 Private Placement. Upon
the conversion in November 1994 of the Unsecured, Convertible Promissory
Note purchased by Wendover, AmeriQuest issued to Wendover 100,000 shares of
Common Stock and warrants to purchase 100,000 shares of Common Stock. At
the time Wendover purchased the Unsecured, Convertible Promissory Note and
at the time that the Unsecured, Convertible Promissory Note was converted
into stock and warrants, Terren S. Peizer was affiliated with Wendover and
was a Director of AmeriQuest. Mr. Peizer resigned in August 1995 as a
Director of AmeriQuest.

(9) Over the months of May, June and July in 1995, AmeriQuest sold to various
investors in a private placement (the "1995 Private Placement") units
consisting of an aggregate of 2,574,287 shares of AmeriQuest Common Stock
and 2,574,287 warrants to purchase an aggregate of 5,148,574 shares of
AmeriQuest Common Stock (collectively, the "1995 Private Placement Common
Shares"). The aggregate purchase price for the units was $4,505,002.25.
Each unit was sold for $1.75 and consisted of one share of AmeriQuest
Common Stock and one warrant to purchase two shares of AmeriQuest Common
Stock. Each such warrant is exercisable for a three year period at $1.05
per share (subject to proportional adjustment in the event of stock
splits, stock combinations, stock dividends, recapitalizations and
mergers). In the event AmeriQuest sells shares of its Common Stock in
financings to third parties (which the Board believes excludes, among
other parties, Computer 2000 AG and Computer 2000 Inc.) at a price per
share less than $1.75 at any time during a certain period beginning in
July 1995 and ending in December 1996, including, without limitation,
shares issued upon the conversion of outstanding debt or equity
securities, AmeriQuest must issue additional shares to the purchasers of
the shares of Common Stock purchased as part of the units in such a number
as to effectively reduce the purchase price of the units to the same price
per share as the shares sold to the other parties during such period. This
anti-dilution protection does not apply to any outstanding securities, any
outstanding rights to acquire securities or any securities issued upon
exercise of options or warrants granted, previously or in the future, to
employees or consultants. AmeriQuest agreed to register as soon as
possible the 1995 Private Placement Common Shares, but has not yet done
so. AmeriQuest used the proceeds of the 1995 Private Placement to reduce
its outstanding debt obligations and for general working capital purposes.

MIICA purchased in the 1995 Private Placement for a total purchase price of
$1,190,000 units consisting of an aggregate of 680,000 shares of Common
Stock and 680,000 warrants to purchase an aggregate of 1,360,000 shares of
Common Stock. MIICA advanced this sum prior to the purchase of units by any
other participant in the 1995 Private Placement and prior to the
determination of the final terms under which units would be sold in the
1995 Private Placement. MIICA purchased its units under the agreement that
the terms thereof would be the same terms that would subsequently be agreed
upon by the other participants in the 1995 Private Placement. At the time
MIICA purchased the units, Marc L. Werner and Eric J. Werner were Directors
of both MIICA and AmeriQuest.

(10) In July 1995, AmeriQuest canceled options exercisable for 2,500, 2,500,
15,000 and 15,000 shares at $1.50, $1.50, $2.00 and $3.375 per share,
respectively, previously granted to Mr. Walker and, in lieu thereof,
granted to Mr. Walker 35,000 fully-paid shares of Common Stock in
consideration of prior services rendered by Mr. Walker to AmeriQuest. At
the time AmeriQuest issued these shares, Mr. Walker was a Director of
AmeriQuest.

(11) In July 1995, AmeriQuest canceled an option exercisable for 15,000 shares
at $3.375 per share, previously granted to Mr. Silvis and, in lieu
thereof, granted to Mr. Silvis 15,000 fully-paid shares of Common Stock
in consideration of prior services rendered by Mr. Silvis to AmeriQuest.
At the time AmeriQuest issued these shares, Mr. Silvis was a Director of
AmeriQuest.

23
<PAGE>

PURPOSE AND EFFECT OF PROPOSAL

This Proposal is intended to allow AmeriQuest to meet certain listing
requirements of the NYSE. As interpreted by the NYSE, those listing
requirements require AmeriQuest, in order to maintain the listing of its
Common Stock on the NYSE, to obtain stockholder approval of certain issuances
of Common Stock (or in connection with certain issuances of Common Stock),
including issuances to insiders of AmeriQuest. AmeriQuest believes that
stockholder ratification of the Prior Issuances will be deemed by the NYSE to
satisfy this requirement. If the Prior Issuances are not ratified, then the
NYSE may take the position that the shares of Common Stock issued or issuable
in connection with the Prior Issuances cannot be listed on the NYSE and that
all AmeriQuest's Common Stock will be de-listed from trading on the NYSE. If
such de-listing occurs, the Common Stock might be tradeable only in the over-
the-counter market (the "pink sheets"). Continued listing of AmeriQuest Common
Stock on the NYSE is also dependent on continued compliance with other listing
requirements that cannot be addressed by stockholder action, including the
existence of abnormally low selling price or volume of trading and
unsatisfactory financial conditions and/or operating results. As a result of
AmeriQuest's recent stock price and historical losses, the NYSE has had
discussions with AmeriQuest regarding those matters and there can be no
assurance that the NYSE will not take action to delist AmeriQuest Common Stock
from trading due to such factors or other reasons.

VOTE REQUIRED

Ratification of the Prior Issuances requires the affirmative vote of a
majority of the voting power of the shares of AmeriQuest Common Stock and
AmeriQuest Preferred Stock present in person or represented by proxy at the
Meeting and issued and outstanding on the Record Date, voting together as a
single class.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE PRIOR
ISSUANCES

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

24
<PAGE>

PROPOSAL 6

1996 EQUITY INCENTIVE PLAN

Stockholders are being asked to approve AmeriQuest's 1996 Equity Incentive
Plan (the "1996 Plan").

In February 1996, the Board unanimously adopted the 1996 Plan and resolved
to reserve, subject to approval of Proposal 2 above, 2,000,000 shares of
AmeriQuest Common Stock for issuance thereunder. The 1996 Plan is intended to
replace AmeriQuest's present stock option plans, under which AmeriQuest does
not intend to grant any additional stock options. No shares will be issued
pursuant to the 1996 Plan unless and until stockholder approval of the 1996
Plan has been obtained. The closing price of AmeriQuest Common Stock on the
NYSE on the Record Date was $.813 per share.

The following is a summary of the principal provisions of the 1996 Plan, as
it is proposed to be approved. Reference is made to the full text of the 1996
Plan.

Shares Subject to the 1996 Plan. As explained above, an aggregate of
2,000,000 shares of AmeriQuest Common Stock will be reserved by the Board for
issuance under the 1996 Plan. If any award granted pursuant to the 1996 Plan
expires or terminates for any reason without being exercised or shares issued
and returned in whole or in part, the shares released from such award will
again become available for grant and purchase under the 1996 Plan.

Eligibility. Awards may be granted under the 1996 Plan to employees,
officers, directors, consultants and advisors of AmeriQuest, or any parent,
subsidiary or affiliate of AmeriQuest. A Stock Option Committee (the
"Committee"), to be appointed by the Board, in its sole discretion will select
the recipients of awards (the "Participants"). The maximum number of shares
that may be issued to any one Participant under the 1996 Plan is 500,000
shares in any calendar year, except in the case of a new employee who is
eligible to receive 800,000 shares in the year that employment commences. As
of the Record Date, approximately 400 persons were eligible to receive awards
under the 1996 Plan.

Administration. The 1996 Plan will be administered by the Committee, the
members of which are appointed by the Board. The persons whom the Board will
appoint to the Committee will be "disinterested persons", as that term is
defined in the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and "outside directors", as that term is defined pursuant to Section
162(m) of the Internal Revenue Code of 1986, as amended (the "Code").

Subject to the terms of the 1996 Plan, the Committee will determine the
persons who are to receive awards, the number of shares subject to each such
award and the terms and conditions of each such award. However, the Chief
Executive Officer will be authorized to make grants to non-officer employees
of awards to purchase no more than 10,000 shares pursuant to guidelines
established by the Committee. The Committee will have the authority to
construe and interpret any of the provisions of the 1996 Plan or any awards
granted thereunder.

Stock Options. Options granted under the 1996 Plan may be incentive stock
options ("ISOs") within the meaning of Section 422 of the Code, or
nonqualified stock options ("NQSOs"); however, only employees of AmeriQuest,
or of a parent or subsidiary of AmeriQuest, may be granted ISOs. Options under
the 1996 Plan will have a maximum term of ten years after the date of grant
for holders of 10% or less of AmeriQuest's, or any parent's or subsidiary's,
outstanding capital stock. The option term will be limited to five years for
holders of more than 10% of such stock.

The exercise price of an ISO granted under the 1996 Plan may not be less
than the Fair Market Value (as defined in the 1996 Plan) of AmeriQuest Common
Stock on the date of grant, except that for an option granted to a person
holding more than 10% of the total combined voting power of all classes of
stock of AmeriQuest or any parent or subsidiary of AmeriQuest, the exercise
price must be not less than 110% of such Fair Market Value. The exercise price
of an NQSO granted under the 1996 Plan may not be less than 85% of the Fair
Market Value of AmeriQuest Common Stock on the date of grant.

25
<PAGE>

The exercise of options granted under the 1996 Plan, plus any applicable
income tax withholding, may be paid (i) in cash (by check); or where permitted
by law and approved by the Committee, in its sole discretion, at the time of
grant; (ii) by cancellation of indebtedness of AmeriQuest to the Participant;
(iii) by a full recourse promissory note bearing reasonable interest, provided
that the portion of the purchase price equal to the par value of the shares
shall be paid in cash; (iv) by surrender of shares of AmeriQuest Common Stock
owned by the Participant for at least six months and having a fair market
value on the date of surrender equal to the aggregate exercise price of the
option; (v) by waiver of compensation due to or accrued by the Participant for
services rendered; (vi) by a "same-day sale" commitment from the Participant
and a broker-dealer that is a member of the National Association of Securities
Dealers (a "NASD Dealer"); (vii) by a "margin" commitment from the Participant
and a NASD Dealer; or (viii) by any combination of the foregoing.

Restricted Stock Awards. The Committee may grant Participants restricted
stock awards to purchase stock either in addition to, or in tandem with, other
awards under the 1996 Plan. Restricted stock awards will be subject to such
restrictions as the Committee may impose. These restrictions may be based upon
completion of a specified number of years of service with AmeriQuest or upon
completion of performance goals as set out in advance. Prior to the grant of
any award, the Committee must: (a) determine the nature, length (not to exceed
five years) and starting date of any performance period for restricted stock
awards; (b) select from among the performance factors to be used to measure
performance goals, if any; and (c) determine the number of shares that may be
awarded to the Participant. Prior to the payment of any award, the Committee
must determine the extent to which such award has been earned. No award with
respect to any individual Participant during any performance period can exceed
30% of the shares reserved under the 1996 Plan. The purchase price for such
awards must be no less than the par value of AmeriQuest's Common Stock on the
date of the award. Payment of the purchase price for restricted stock may be
made as described under "Stock Options" above.

Stock Bonus Awards. The Committee may grant Participants stock bonus awards
either in addition to, or in tandem with, other awards under the 1996 Plan,
under such terms, conditions and restrictions as the Committee may determine.
Stock Bonus Awards will be subject to such restrictions as the Committee
imposes. These restrictions may be based upon completion of a specified number
of years of service with AmeriQuest or upon completion of performance goals
set out in advance. Prior to the grant of any award, the Committee shall:
(i) determine the nature, length (not to exceed five years) and starting date
of any performance period for stock bonuses; (ii) select from among the
performance factors to be used to measure performance goals, if any; and
(iii) determine the number of shares that may be awarded to the Participant.
Prior to the payment of any award, the Committee must determine the extent to
which such awards have been earned. No stock bonuses with respect to any
individual Participant during any performance period can exceed 30% of the
shares reserved under the 1996 Plan. Payment of any stock bonus award will be
in shares of Common Stock (valued at its then fair market value) or cash.

Mergers, Consolidations, Change of Control. In the event of a merger,
consolidation, dissolution or liquidation of AmeriQuest, the sale of
substantially all the assets of AmeriQuest or any other similar corporate
transaction, the successor corporation may assume, replace or substitute
equivalent options in exchange for those granted under the 1996 Plan or
provide substantially similar consideration, shares or other property subject
to repurchase restrictions no less favorable to Participants under the 1996
Plan. In the event that the successor corporation, if any, does not assume or
substitute the options, the options shall expire on such transaction at the
time and upon the conditions as the Committee determines.

Amendment of the 1996 Plan. The Committee may at any time amend or terminate
the 1996 Plan, including amendment of any form of grant, exercise agreement or
instrument to be executed pursuant to the 1996 Plan. However, the Committee
may not amend the 1996 Plan in any manner that requires stockholder approval
pursuant to the Code, or the regulations promulgated thereunder, or the
Exchange Act, or Rule 16b-3 (or its successor) promulgated thereunder.

Term of the 1996 Plan. The 1996 Plan will terminate in February 2006, ten
years from the date the 1996 Plan was adopted by the Board.

26
<PAGE>

FEDERAL INCOME TAX INFORMATION

THE FOLLOWING IS A GENERAL SUMMARY AS OF THE DATE OF THIS PROXY STATEMENT OF
THE FEDERAL INCOME TAX CONSEQUENCES TO AMERIQUEST AND PARTICIPANTS ASSOCIATED
WITH STOCK OPTIONS GRANTED UNDER THE 1996 PLAN. THE FEDERAL TAX LAWS MAY
CHANGE AND THE FEDERAL, STATE AND LOCAL TAX CONSEQUENCES FOR ANY PARTICIPANT
WILL DEPEND UPON HIS OR HER INDIVIDUAL CIRCUMSTANCES. EACH PARTICIPANT HAS
BEEN, AND IS, ENCOURAGED TO SEEK THE ADVICE OF A QUALIFIED TAX ADVISOR
REGARDING THE TAX CONSEQUENCES OF PARTICIPATION IN THE 1996 PLAN.

Incentive Stock Options. The Participant will not recognize income upon
grant of an ISO and will not incur tax on its exercise (unless the Participant
is subject to the alternative minimum tax described below). If the Participant
holds the stock acquired upon exercise of an ISO (the "ISO Shares") for one
year after the date the option was exercised and for two years after the date
the option was granted, the Participant generally will realize long-term
capital gain or loss (rather than ordinary income or loss) upon disposition of
the ISO Shares. This gain or loss will be equal to the difference between the
amount realized upon such disposition and the amount paid for the ISO shares.

If the Participant disposes of ISO Shares prior to the expiration of either
required holding period (a "disqualifying disposition"), then gain realized
upon such disposition, up to the difference between the fair market value of
the ISO Shares on the date of exercise (or, if less, the amount realized on a
sale of such shares) and the option exercise price, will be treated as
ordinary income. Any additional gain will be long-term or short-term capital
gain, depending upon the amount of time the ISO Shares were held by the
Participant.

Alternative Minimum Tax. The difference between the fair market value of the
ISO shares on the date of exercise and the exercise price will be an
adjustment to income for purposes of the alternative minimum tax (the "AMT").
The AMT (imposed to the extent it exceeds the taxpayer's regular tax) is 26%
of an individual taxpayer's alternative minimum taxable income (28% in the
case of alternative minimum taxable income in excess of $175,000). Alternative
minimum taxable income is determined by adjusting regular taxable income for
certain items, increasing that income by certain tax preference items
(including the difference between the fair market value of the ISO Shares on
the date of exercise and the exercise price) and reducing this amount by the
applicable exemption amount ($45,000 in the case of a joint return, subject to
reduction under certain circumstances). If a disqualifying disposition of the
ISO Shares occurs in the same calendar year as exercise of the ISO, there is
no AMT adjustment with respect to those shares. Also upon a sale of ISO Shares
that is not a disqualifying disposition, alternative minimum taxable income is
reduced in the year of sale by the excess of fair market value of the ISO
Shares at exercise over the amount paid for the ISO Shares. Special rules
apply where all or a portion of the exercise price is paid by tendering shares
of AmeriQuest Common Stock.

Nonqualified Stock Options. A Participant will not recognize any taxable
income at the time a NQSO is granted. However, upon exercise of a NQSO the
Participant will include in income as compensation an amount equal to the
difference between the fair market value of the shares on the date of exercise
and the Participant's exercise price. The included amount will be treated as
ordinary income by the Participant and may be subject to income tax and FICA
withholding by AmeriQuest (either by payment in cash or withholding out of the
Participant's salary). Upon resale of the shares by the Participant, any
subsequent appreciation or depreciation in the value of the shares will be
treated as capital gain or loss. Special rules apply where all or a portion of
the exercise price is paid by tendering shares of AmeriQuest Common Stock.

Restricted Stock and Stock Bonus Awards. Restricted stock, stock bonus
awards and performance awards will generally be subject to tax at the time of
receipt of shares of AmeriQuest Common Stock or cash, unless there are
restrictions that enable the Participant to defer tax. At the time that tax is
incurred, the tax treatment will be similar to that discussed above for NQSOs.

Tax Treatment of AmeriQuest. AmeriQuest generally will be entitled to a
deduction in connection with the exercise of a NQSO by a Participant or upon
the receipt of restricted stock or stock bonus awards by a Participant

27
<PAGE>

to the extent that the Participant recognizes ordinary income and AmeriQuest
withholds tax. AmeriQuest will be entitled to a deduction in connection with
the disposition of ISO Shares only to the extent that the Participant
recognizes ordinary income on a disqualifying disposition of the ISO Shares.

ERISA. The 1996 Plan is not subject to any of the provisions of the Employee
Retirement Income Security Act of 1974.

NEW PLAN BENEFITS

The grant of awards under the 1996 Plan will be within the discretion of the
Committee. For this reason, the awards to be granted to officers and key
employees under the Plan are not determinable.

VOTE REQUIRED

Approval of the 1996 Equity Incentive Plan requires the affirmative vote of
the voting power of a majority of the shares of AmeriQuest Common Stock and
AmeriQuest Preferred Stock present in person or by proxy at the Meeting and
issued and outstanding on the Record Date, voting together as a single class.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF
THE 1996 EQUITY INCENTIVE PLAN FOR 2,000,000 SHARES OF AMERIQUEST COMMON STOCK

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

28
<PAGE>

PROPOSAL 7

RATIFICATION OF SELECTION OF INDEPENDENT ACCOUNTANTS

AmeriQuest has selected Arthur Andersen LLP as its independent accountants
to perform the audit of AmeriQuest's financial statements for fiscal year
1996, and the stockholders are being asked to ratify such selection.
Representatives of Arthur Andersen LLP are expected to be present at the
Meeting, will have the opportunity to make a statement at the Meeting if they
desire to do so and are expected to be available to respond to appropriate
questions.

THE BOARD UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE SELECTION
OF ARTHUR ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS FOR AMERIQUEST FOR THE
CURRENT FISCAL YEAR

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

29
<PAGE>

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of the Record Date (February 16,
1996),information relating to the beneficial ownership of AmeriQuest's Common
Stock and Preferred Stock by (i) each person known to AmeriQuest to be the
beneficial owner of more than five percent of any such class of AmeriQuest's
outstanding voting securities, (ii) each director and nominee, (iii) each of
the Named Executive Officers (as defined below in "Executive Compensation"),
and (iv) all directors and executive officers as a group. Except for the Robec
Voting Agreement described in Proposal 2 above, AmeriQuest knows of no other
agreement among its stockholders which relates to voting or investment power
over its securities.

<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP(1)
----------------------------
NAME AND ADDRESS OF PERCENT OF OUTSTANDING
BENEFICIAL OWNER(3) COMMON PREFERRED CLASS OF SECURITIES(2)
------------------- --------- ------------------ ----------------------
<S> <C> <C> <C>
Computer 2000 Inc.(4) ...... 532,000 1.91%
3 Imperial Promenade, Ste.
300 810,811 Series A 100.00
Santa Ana, California 92707 1,785,714 Series B 100.00
198,341 Series D 100.00
102,908 Series E 100.00
Computer 2000 AG(5)......... 532,000 1.91
Wolfratshauser Strasse 84 810,811 Series A 100.00
81379 Munchen, Germany 1,785,714 Series B 100.00
198,341 Series D 100.00
102,908 Series E 100.00
Manufacturers Indemnity and
Insurance
Company of America(6)....... 3,305,273 11.21
5775 Flatiron Parkway,
Suite 205
Boulder, Colorado 80301
D. Stephen DeWindt(7)....... 100,000 0 *
Harry Krischik(8)........... 532,000 1.91
810,811 Series A 100.00
1,785,714 Series B 100.00
198,341 Series D 100.00
102,908 Series E 100.00
Marc L. Werner(9)........... 3,385,273 0 11.48
Mark C. Mulford(10)......... 0 0 0
Holger Heims(11)............ 0 0 0
Harold L. Clark(12)......... 450,000 0 1.61
Stephen G. Holmes(13)....... 150,000 0 *
Robert H. Beckett(14)....... 1,712,167 6.16
16,583.92 Series G 64.20
Peter S.H. Grubstein(15).... 191,731 0 *
Howard B. Crystal(16)....... 0 0 0
Peter D. Lytle(17).......... 0 0 0
Irwin Bransky(18)........... 0 0 0
Carol L. Miltner(19)........ 100,000 0 *
All executive officers and
directors
as a group (9 persons)(20). 6,201,571 20.82
810,811 Series A 100.00
1,785,714 Series B 100.00
198,341 Series D 100.00
102,908 Series E 100.00
16,583.92 Series G 64.20
</TABLE>
- --------

30
<PAGE>

(1) Unless otherwise indicated below, the persons and entities named in the
table have sole voting and sole investment power with respect to all
shares beneficially owned, subject to community property laws where
applicable.

(2) Shares of Common Stock or Preferred Stock subject to options and warrants
that are exercisable as of, or exercisable within 60 days of, the Record
Date are deemed to be outstanding and to be beneficially owned by the
person or entity holding such option or warrant for the purpose of
computing the percentage ownership of such person or entity but are not
treated as outstanding for the purpose of computing the percentage
ownership of any other person or entity. Percentages of less than 1% are
represented by an asterisk.

(3) The address for the Named Executive Officers, directors and nominees is: 3
Imperial Promenade, Suite 300, Santa Ana, California 92707.

(4) Includes 810,811 shares of Series A Preferred Stock, 1,785,714 shares of
Series B Preferred Stock, 198,341 shares of Series D Preferred Stock and
102,908 shares of Series E Preferred Stock, all held of record by Computer
2000 Inc. Each outstanding share of Series A, Series B and Series D
Preferred Stock will automatically convert into ten shares of AmeriQuest
Common Stock and each outstanding share of Series E Preferred Stock will
automatically convert into twenty-five shares of AmeriQuest Common Stock
when there are a sufficient number of authorized shares of AmeriQuest
Common Stock reserved to effect the conversion into Common Stock of all
outstanding shares of AmeriQuest Series A, Series B, Series D, Series E
and Series F Preferred Stock and the exercise of all outstanding rights,
options, warrants or other securities convertible, exchangeable or
exercisable for such Preferred Stock. Computer 2000 Inc. also holds (i)
the Achievement Warrants, which, upon the occurrence of certain events,
are exercisable for up to 1,205,134 shares of AmeriQuest Series D
Preferred Stock (which shares of Series D Preferred Stock are convertible
into 12,051,340 shares of AmeriQuest Common Stock, subject to adjustment),
(ii) the Acquisition Maintenance Warrant, which, upon the occurrence of
certain events, is exercisable for up to 115,399 shares of Series E
Preferred Stock (which shares of Series E Preferred Stock are convertible
into 2,884,988 shares of AmeriQuest Common Stock, subject to adjustment),
(iii) the Unit Maintenance Warrants, which, upon the occurrence of certain
events, are exercisable for up to 514,857 shares of AmeriQuest Series F
Preferred Stock (which shares of Series F Preferred Stock are convertible
into 5,148,570 shares of AmeriQuest Common Stock, subject to adjustment)
and (iv) the Maintenance Option, which, upon the occurrence of certain
events, is exercisable for at least approximately 4,510,055 shares of
AmeriQuest Common Stock. The Achievement Warrants, the Acquisition
Maintenance Warrant, the Unit Maintenance Warrants and the Maintenance
Option are described above in Proposal 2. Assuming the exercise in full of
the Achievement Warrants, the Acquisition Maintenance Warrant, the Unit
Maintenance Warrants and the Maintenance Option, as well as all other
options and warrants held by other parties outstanding on the Record Date
(which must be exercised in order for the Acquisition Maintenance Warrant,
the Unit Maintenance Warrants and the Maintenance Option to be exercised
in full), Computer 2000 Inc. would own as of the Record Date 55,648,317
shares of AmeriQuest Common Stock and AmeriQuest Preferred Stock (on an as
converted to Common Stock basis), which shares would comprise an aggregate
of approximately 58.4% of the total number of shares of AmeriQuest Common
Stock and AmeriQuest Preferred Stock (on an as converted to Common Stock
basis) outstanding on that date.

(5) Represents the shares held of record by Computer 2000 Inc. (see footnote
(4) above).

(6) Represents 1,605,273 shares of Common Stock and 1,700,000 shares of Common
Stock subject to warrants exercisable within 60 days after the Record
Date, each held of record by Manufacturers Indemnity and Insurance Company
of America.

(7) Includes 50,000 shares of Common Stock subject to a warrant exercisable
within 60 days after the Record Date. Mr. DeWindt is the Chairman of the
Board of Directors and Chief Executive Officer of AmeriQuest.

(8) Represents the shares held of record by Computer 2000 Inc. (see footnote
(4) above). Mr. Krischik is a member of the Management Board of Computer
2000 AG (the sole shareholder of Computer 2000 Inc.) and, therefore, may
be deemed to have shared voting power over the shares of AmeriQuest held
by Computer 2000 Inc. Mr. Krischik disclaims beneficial ownership of all
shares of AmeriQuest held by Computer 2000 Inc. Mr. Krischik is the Co-
Chairman of the Board of Directors of AmeriQuest.

31
<PAGE>

(9) Represents 80,000 shares of Common Stock held of record by Mr. Werner, of
which 20,000 shares are held by Mr. Werner as custodian for certain of his
children, as well as the shares held of record by Manufacturers Indemnity
and Insurance Company of America referred to in footnote (6) above. Mr.
Werner is the President and a Director of Manufacturers Indemnity and
Insurance Company of America and, therefore, may be deemed to have shared
voting and investment powers over the shares of AmeriQuest held by
Manufacturers Indemnity and Insurance Company of America. Mr. Werner
disclaims beneficial ownership of all shares of AmeriQuest held by
Manufacturers Indemnity and Insurance Company of America. Mr. Werner is
Vice-Chairman of the Board of Directors of AmeriQuest.

(10) Mr. Mulford is President, Chief Operating Officer, interim Chief
Financial Officer and a Director of AmeriQuest.

(11) Mr. Heims is Vice President (Operational Controlling), Secretary and a
Director of AmeriQuest.

(12) Includes 250,000 shares subject to an option exercisable within 60 days
after the Record Date (pursuant to the terms of a severance agreement
between Dr. Clark and AmeriQuest; for a description of the severance
agreement, see "Certain Relationships and Related Transactions--Severance
Arrangements with Preceding Management" below). Dr. Clark served as
President, Chief Executive Officer and a Director of AmeriQuest as of the
end of fiscal year 1995. Dr. Clark resigned as an officer of AmeriQuest
in August 1995, although he remains a Director of AmeriQuest.

(13) Includes 100,000 shares subject to an option exercisable within 60 days
after the Record Date (pursuant to the terms of a severance agreement
between Mr. Holmes and AmeriQuest; for a description of the severance
agreement, see "Certain Relationships and Related Transactions--Severance
Arrangements with Preceding Management" below). Mr. Holmes served as
Chief Financial Officer, Secretary, Treasurer and a Director of
AmeriQuest as of the end of fiscal year 1995. Mr. Holmes resigned as an
officer of AmeriQuest in August 1995 and as a Director in January 1996,
although he remains a consultant to AmeriQuest.

(14) Includes 16,583.92 shares of Series G Preferred Stock held of record by
Mr. Beckett. Each outstanding share of Series G Preferred Stock will
automatically convert into one hundred shares of AmeriQuest Common Stock
upon the satisfaction of certain conditions described in Proposal 2. Mr.
Beckett is a Director and Senior Vice President of AmeriQuest and
Chairman of the Board of Directors and President of Robec.

(15) Represents 191,731 shares subject to a warrant exercisable within 60 days
after the Record Date, which is held of record by Corporate Efficiency
Consulting. Mr. Grubstein is a Director and holds half of the outstanding
equity of Corporate Efficiency Consulting and, therefore, may be deemed
to have shared voting and investment powers over shares of AmeriQuest
held by Corporate Efficiency Consulting. Mr. Grubstein disclaims
beneficial ownership of all shares of AmeriQuest held by Corporate
Efficiency Consulting. Mr. Grubstein served as a Senior Vice President of
AmeriQuest as of the end of fiscal year 1995. Mr. Grubstein resigned as
an officer of AmeriQuest in August 1995, although he remains an employee
of AmeriQuest.

(16) Mr. Crystal served as a Senior Vice President-Marketing and Purchasing of
AmeriQuest as of the end of fiscal year 1995. Mr. Crystal's employment by
AmeriQuest terminated in September 1995.

(17) Mr. Lytle served as a Senior Vice President-Operations of AmeriQuest as
of the end of fiscal year 1995. Mr. Lytle's employment by AmeriQuest
terminated in September 1995.

(18) Mr. Bransky served as the President and Chief Executive Officer of
Kenfil, a wholly-owned subsidiary of AmeriQuest, until March 1995, when
his employment by Kenfil terminated upon expiration of his Employment
Agreement.

(19) Represents 100,000 shares subject to an option exercisable within 60 days
after the Record Date (pursuant to the terms of a severance agreement
between Ms. Miltner and AmeriQuest; for a description of the severance
agreement, see "Certain Relationships and Related Transactions--Severance
Arrangements with Preceding Management" below). Ms. Miltner served as
Executive Vice President--Sales and Marketing of AmeriQuest until March
1995, when her employment by AmeriQuest terminated.

(20) None of the Named Executive Officers (as defined below in "Executive
Compensation") remains an officer of AmeriQuest. The executive officers
of AmeriQuest as of the Record Date were D. Stephen DeWindt, Mark C.
Mulford, Holger Heims and Dennis C. Fairchild. The shares owned by all
directors and executive officers as a group include the shares referred
to in footnotes (7) through (12) above and footnote (14) above, as well
as 22,131 additional shares.

32
<PAGE>

EXECUTIVE OFFICERS

The following table sets forth certain information regarding the current
executive officers of AmeriQuest.

<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
D. Stephen DeWindt...... 40 Chairman of the Board of Directors and
Chief Executive Officer
Mark C. Mulford......... 41 President, Chief Operating Officer,
Interim Chief Financial Officer and Director
Robert H. Beckett....... 62 Senior Vice President
Holger Heims............ 33 Vice President (Operational Controlling) and Secretary
Dennis C. Fairchild..... 46 Vice President of Finance and Assistant Secretary
</TABLE>

For information regarding the positions and offices with AmeriQuest held by
Messrs. DeWindt, Mulford, Beckett and Heims, please refer to the discussion
regarding nominees for election as directors in "Directors/Nominees" under
Proposal 1 above.

Dennis C. Fairchild (age 46) has served as Vice President of Finance of
AmeriQuest since February 1996 and Assistant Secretary since August 1995. From
June 1995 to February 1996, Mr. Fairchild served as Chief Accounting Officer
of AmeriQuest. From January 1994 to June 1995, Mr. Fairchild was the Chief
Financial Officer of NCD. From April 1990 to January 1994, Mr. Fairchild was a
partner in Coral Springs Connections, the owner of Southeast Frozen Foods (a
food distributor), and served as Chief Financial Officer of Southeast Frozen
Foods.

EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table provides information concerning the annual and long-term
compensation of the Chief Executive Officer of AmeriQuest during fiscal year
1995 and each of the four other highest paid executive officers who served as
such at the end of fiscal year 1995, and for two of the other highest paid
executive officers who severed employment with AmeriQuest prior to the end of
fiscal year 1995 (collectively, the "Named Executive Officers"), for services
rendered to AmeriQuest and its subsidiaries in all capacities during the
fiscal years 1995, 1994 and 1993. This information includes the dollar values
of base salaries and bonus awards, the numbers of stock options granted and
certain other compensation, if any, whether paid or deferred. AmeriQuest does
not provide long-term compensation benefits other than stock options.

The Named Executive Officers named in the table below are no longer
employees of AmeriQuest. For more information regarding the termination of
their employment, please see the discussion in Proposal 2 above regarding the
transactions under the Computer 2000 Purchase Agreement and "Certain
Relationships and Related Transactions--Severance Arrangements with Preceding
Management" below. This table does not discuss the compensation of the current
executive officers of AmeriQuest, who are identified under the caption
"Executive Officers" above, because this table solely discloses information
regarding compensation during fiscal years 1995, 1994 and 1993, the last three
completed fiscal years. For a description of employment agreements entered
into by AmeriQuest with certain executive officers, please see "Employment
Agreements" below. The compensation of the current executive officers of
AmeriQuest will be disclosed, as may be required, in AmeriQuest's Proxy
Statement for the next Annual Meeting of Stockholders.

33
<PAGE>

<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
-------------------------------- ------------------
NAME AND PRINCIPAL OTHER ANNUAL SECURITIES ALL OTHER
POSITION(1) YEAR SALARY BONUS COMPENSATION(2) UNDERLYING OPTIONS COMPENSATION
- ------------------ ---- -------- ------- --------------- ------------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Harold L. Clark(4)...... 1995 $214,117 $ 0 $175,000(3) 0 0
Chief Executive Officer 1994 134,861 0 0 250,000 0
1993 18,000 0 0 0 0
Stephen G. Holmes(5).... 1995 155,769 0 43,750(3) 0 0
Chief Financial Officer 1994 130,819 0 0 100,000 0
Secretary/Treasurer 1993 100,000 0 0 0 0
Peter S.H. Grubstein(6). 1995 162,500 0 0 0 0
Senior Vice President 1994 0 0 0 0 0
1993 0 0 0 0 0
Howard B. Crystal(7).... 1995 148,942 0 0 100,000 0
Senior Vice President- 1994 0 0 0 0 0
Marketing and
Purchasing 1993 0 0 0 0 0
Peter D. Lytle(8)....... 1995 100,000 0 0 0 0
Senior Vice President- 1994 56,140 0 0 40,000 0
Operations 1993 0 0 0 0 0
Irwin Bransky(9)........ 1995 271,631 0 0 0 0
Former President and
Chief 1994 0 0 0 0 0
Executive Officer of
Kenfil Inc. 1993 0 0 0 0 0
Carol L. Miltner(10).... 1995 184,560 0 0 0 0
Executive Vice
President- 1994 75,000 28,125 0 100,000 0
Sales and Marketing 1993 0 0 0 0 0
</TABLE>
- --------
(1) The Named Executive Officers named in the table below are no longer
employees of AmeriQuest. For more information regarding the termination of
their employment, please see the discussion in Proposal 2 above regarding
the transactions under the Computer 2000 Purchase Agreement and "Certain
Relationships and Related Transactions--Severance Arrangements with
Preceding Management" below. This table does not discuss the compensation
of the current executive officers of AmeriQuest, who are identified under
the caption "Executive Officers" above, because this table solely
discloses information regarding compensation during fiscal years 1995,
1994 and 1993, the last three completed fiscal years. For a description of
employment agreements entered into by AmeriQuest with certain executive
officers, please see "Employment Agreements" below. The compensation of
the current executive officers of AmeriQuest will be disclosed, as may be
required, in AmeriQuest's Proxy Statement for the next Annual Meeting of
Stockholders.

(2) In fiscal years 1995, 1994 and 1993, no executive officer received
perquisites or other personal benefits, securities or property which
exceeded the lesser of $50,000 or 10% of such executive officer's salary
and bonus.

(3) In October 1994, Messrs. Clark and Holmes were granted the right to
purchase 200,000 shares and 50,000 shares, respectively, of AmeriQuest
Common Stock for $2.50 per share. Dr. Clark purchased all such 200,000
shares in October 1995, paying in cash the total par value for the shares
of $2,000 and tendering a non-interest bearing promissory note for the
balance of $498,000, which promissory note is secured by these shares
purchased. Mr. Holmes purchased all such 50,000 shares in October 1995,
paying in cash the total par value for the shares of $500 and tendering a
non-interest bearing promissory note for the balance of $124,500, which
promissory note is secured by these shares purchased. Both promissory
notes were originally to be repaid in October 1995, but, in July 1995,
AmeriQuest extended the due date of these promissory notes until September
1996. The dollar value of the compensation appearing in the table is based

34
<PAGE>

on the difference of the closing sales price of AmeriQuest Common Stock in
October 1994 on the date the shares were purchased ($3-3/8), and the $2.50
purchase price per share.

(4) Dr. Clark's annual compensation includes compensation received as a
consultant in fiscal years 1994 and 1993 in the amounts of $59,861 and
$18,000, respectively. Dr. Clark's employment by AmeriQuest terminated in
August 1995, although he remains a Director of AmeriQuest. Pursuant to a
severance agreement, Dr. Clark's stock option exercisable for 250,000
shares (granted in fiscal year 1994), which had been exercisable at $2.00
per share, was repriced in August 1995, after the end of fiscal year 1995,
to be exercisable at $1.00 per share. For a more complete description of
Dr. Clark's severance agreement, see "Certain Relationships and Related
Transactions--Severance Arrangements with Preceding Management" below.

(5) Mr. Holmes' employment by AmeriQuest terminated in August 1995 and he
resigned as a Director in January 1996, although he remains a consultant
to AmeriQuest. Pursuant to a severance agreement, Mr. Holmes' stock option
exercisable for 100,000 shares (granted in fiscal year 1994), which had
been exercisable at $2.00 per share, was repriced in August 1995, after
the end of fiscal year 1995, to be exercisable at $1.00 per share. For a
more complete description of Mr. Holmes' severance agreement, see "Certain
Relationships and Related Transactions--Severance Arrangements with
Preceding Management" below.

(6) Mr. Grubstein resigned as an officer of AmeriQuest in August 1995,
although he remains an employee of AmeriQuest.

(7) Mr. Crystal's employment by AmeriQuest terminated in September 1995. For a
description of Mr. Crystal's severance agreement, see "Certain
Relationships and Related Transactions--Severance Arrangements with
Preceding Management" below.

(8) Mr. Lytle's employment by AmeriQuest terminated in September 1995. For a
description of Mr. Lytle's severance agreement, see "Certain Relationships
and Related Transactions--Severance Arrangements with Preceding
Management" below.

(9) Mr. Bransky's employment by Kenfil, a wholly-owned subsidiary of
AmeriQuest, terminated in March 1995 upon the expiration of his Employment
Agreement.

(10) Ms. Miltner's employment by AmeriQuest terminated in March 1995. For a
description of Ms. Miltner's severance agreement, see "Certain
Relationships and Related Transactions--Severance Arrangements with
Preceding Management" below.

OPTION GRANTS IN LAST FISCAL YEAR

The following table provides information concerning individual grants of
stock options made during fiscal year 1995 to each of the Named Executive
Officers.

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
% OF TOTAL VALUE
NO. OF OPTIONS MARKET AT ASSUMED ANNUAL RATES
SECURITIES GRANTED TO PRICE ON OF STOCK APPRECIATION
UNDERLYING EMPLOYEES EXERCISE DATE OF FOR OPTION TERM(1)
OPTIONS IN FISCAL PRICE GRANT EXPIRATION -------------------------
NAME GRANTED YEAR 1995 (PER SHARE) (PER SHARE) DATE 0% 5% 10%
- ---- ---------- ---------- ---------- ----------- ---------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Harold L. Clark......... 0 0 % $0 $0 -- $ 0 $ 0 $ 0
Stephen G. Holmes....... 0 0 0 0 -- 0 0 0
Peter S.H. Grubstein.... 0 0 0 0 -- 0 0 0
Howard B. Crystal(2).... 100,000 62.5 3.15 3.75 7/14/2000 60,000 187,536 349,335
Peter D. Lytle.......... 0 0 0 0 -- 0 0 0
Irwin Bransky........... 0 0 0 0 -- 0 0 0
Carol L. Miltner........ 0 0 0 0 -- 0 0 0
</TABLE>
- --------

35
<PAGE>

(1) In accordance with the rules of the SEC, the table sets forth the
hypothetical gains or "option spreads" that would exist for the option at
the end of its six-year term. These gains are based on assumed rates of
annual compounded stock price appreciation of 0%, 5% and 10% from the date
the option was granted to the end of the option term. The 0%, 5% and 10%
assumed annual compound rates of stock price appreciation are mandated by
the rules of the SEC and do not represent AmeriQuest's estimate or
projection of future Common Stock prices.

(2) In July 1994, AmeriQuest granted to Mr. Crystal a non-qualified stock
option exercisable for 100,000 shares of Common Stock at $3.15 per share,
expiring six years from the date of grant, subject to earlier termination
upon termination of employment. This option vested in 25% increments every
14 months. Mr. Crystal's employment by AmeriQuest terminated in September
1995. Pursuant to a severance agreement, Mr. Crystal's stock option was
deemed to be fully vested but exercisable only during the 90 day period
following the date of his termination of employment. This option expired
unexercised in December 1995. For a more complete description of Mr.
Crystal's severance agreement, see "Certain Relationships and Related
Transactions--Severance Arrangements with Preceding Management" below.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION
VALUES

The following table provides, as to the Named Executive Officers,
information concerning unexercised stock options at June 30, 1995. None of the
Named Executive Officers exercised any stock options during fiscal year 1995.

<TABLE>
<CAPTION>
NUMBER OF SECURITIES
UNDERLYING VALUE OF UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS AT
AT JUNE 30, 1995 JUNE 30, 1995(1)
------------------------- -------------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Harold L. Clark............. 62,500 187,500 $ 0 $ 0
Stephen G. Holmes........... 35,000 75,000 5,000 0
Peter S.H. Grubstein........ 0 0 0 0
Howard B. Crystal........... 0 100,000 0 0
Peter D. Lytle.............. 40,000 0 0 0
Irwin Bransky............... 0 0 0 0
Carol L. Miltner............ 100,000 0 0 0
</TABLE>
- --------
(1) Based on the closing price of AmeriQuest's Common Stock on the NYSE on
June 30, 1995 ($2.00).

EMPLOYMENT AGREEMENTS

As described in Proposal 2 above, in connection with Computer 2000 Inc.'s
acquisition of a majority of AmeriQuest's outstanding voting capital stock and
pursuant to the Computer 2000 Purchase Agreement, changes were made in
AmeriQuest's management. Effective August 21, 1995, Harold L. Clark,
AmeriQuest's Chief Executive Officer, and Stephen G. Holmes, AmeriQuest's
Secretary, Treasurer and Chief Financial Officer, resigned from those offices
as a condition of the closing. Effective August 22, 1995, D. Stephen DeWindt
was appointed Co-Chairman of the Board and Chief Executive Officer of
AmeriQuest, Mark C. Mulford was appointed President and Chief Operating
Officer of AmeriQuest and Holger Heims was appointed Vice President
(Operational Controlling) of AmeriQuest. The following is a description of the
Employment Agreements entered into by AmeriQuest with each of Messrs. DeWindt,
Mulford and Heims. For a description of the severance agreements entered into
by AmeriQuest with each of Messrs. Clark and Holmes, as well as with certain
other prior officers of AmeriQuest, see "Certain Relationships and Related
Transactions--Severance Arrangements with Preceding Management" below.

36
<PAGE>

AmeriQuest and D. Stephen DeWindt entered into an Employment Agreement,
dated as of September 1, 1995, which provides that (i) AmeriQuest will employ
Mr. DeWindt as Chief Executive Officer during the 24 month term of the
agreement, (ii) AmeriQuest will pay Mr. DeWindt an initial minimum salary of
$210,000 per year, (iii) Mr. DeWindt is eligible to earn a bonus of up to
$336,000 during his first year of employment upon satisfaction of specified
performance criteria, (iv) Mr. DeWindt is eligible to earn a bonus payable in
AmeriQuest stock upon satisfaction of specified performance criteria and (v)
in the event of the termination of Mr. DeWindt's employment other than for
"cause", AmeriQuest will pay Mr. DeWindt the compensation and benefits
otherwise payable under the agreement through the six month period following
the date of the notice terminating his employment.

AmeriQuest and Mark C. Mulford entered into an Employment Agreement, dated
as of September 1, 1995, which provides that (i) AmeriQuest will employ Mr.
Mulford as President and Chief Operating Officer during the 12 month term of
the agreement, (ii) AmeriQuest will pay Mr. Mulford an initial minimum salary
of $190,000 per year, (iii) AmeriQuest will pay reasonable costs to relocate
Mr. Mulford from Holland to Southern California, (iv) Mr. Mulford is eligible
to earn a bonus of up to $304,000 during his first year of employment upon
satisfaction of specified performance criteria, (v) Mr. Mulford is eligible to
earn a separate $100,000 bonus upon satisfaction of specified performance
criteria, (vi) in the event of the termination of Mr. Mulford's employment
other than for "cause", AmeriQuest will pay Mr. Mulford the compensation and
benefits otherwise payable under the agreement through the three month period
following the date of the notice terminating his employment and (vii) for up
to 3 months following the termination of the agreement, AmeriQuest will pay to
Mr. Mulford the difference, if any, by which the net proceeds received by Mr.
Mulford upon sale of the personal residence which he may purchase in Southern
California are less than the price he initially paid for such residence.

AmeriQuest and Holger Heims entered into an Employment Agreement, dated as
of October 1, 1995, which provides that (i) AmeriQuest will employ Mr. Heims
as Vice President (Operational Controlling) during the term of the agreement
which continues until August 31, 1996, (ii) AmeriQuest will pay Mr. Heims an
initial salary of $150,000 per year and (iii) in the event of the termination
of Mr. Heims' employment other than for "cause" or Mr. Heims elects to
terminate his employment, AmeriQuest will pay Mr. Heims the compensation and
benefits otherwise payable under the agreement through the three month period
following the date of the notice terminating his employment.

COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION

Since the beginning of fiscal year 1995 until August 21, 1995, the
Compensation Committee consisted of Marc L. Werner, Terren S. Peizer and
William N. Silvis, and since August 22, 1995, the Compensation Committee has
consisted of D. Stephen DeWindt, Dr. Harry Krischik and Marc L. Werner.

During the period that Marc Werner was a member of the Compensation
Committee, Mr. Werner also was President and a Director of Manufacturers
Indemnity and Insurance Company of America ("MIICA"), a stockholder of
AmeriQuest.

In October 1994, AmeriQuest sold to MIICA 200,000 shares of Common Stock at
$2.50 per share. The purchase price at which AmeriQuest sold these shares was
$0.10 per share greater than the purchase price at which AmeriQuest offered
and sold shares in the 1994 Private Placement completed in October 1994
described in Proposal 5 above. MIICA paid in cash the total par value for the
shares of $2,000.00 and remains obligated to pay the balance of $498,000. This
payment obligation is unsecured and does not bear interest. This payment
obligation was originally due in October 1995, but, in July 1995, AmeriQuest
extended the due date until September 1996. At the time these shares were
purchased, Marc L. Werner and Eric J. Werner were Directors of both MIICA and
AmeriQuest, and Marc Werner was a member of the Compensation Committee.

37
<PAGE>

In October 1994, MIICA purchased an Unsecured, Convertible Promissory Note
in the 1994 Private Placement for a purchase price of $456,000, as described
in Proposal 5 above. The principal amount of this note was unsecured and bore
interest at the rate of the "Six-month Treasuries Rate". Accrued and unpaid
interest was to be forgiven upon conversion of the note to units. MIICA
advanced this sum prior to the purchase of Unsecured, Convertible Promissory
Notes by any other participant in the 1994 Private Placement (except for
Wendover Financial Company, which, as explained in the following paragraph,
purchased an Unsecured, Convertible Promissory Note at the same time as MIICA)
and prior to the determination of the final terms under which Unsecured,
Convertible Promissory Notes would be sold in the 1994 Private Placement.
MIICA purchased its Unsecured, Convertible Promissory Note under the agreement
that the terms thereof would be the same terms that would subsequently be
agreed upon by the other participants in the 1994 Private Placement. Upon the
conversion in November 1994 of the Unsecured, Convertible Promissory Note
purchased by MIICA, AmeriQuest issued to MIICA 190,000 shares of Common Stock
and warrants to purchase 190,000 shares of Common Stock, initially exercisable
at $3.50 per share and subsequently adjusted to be exercisable at $1.75 per
share. At the time MIICA purchased the Unsecured, Convertible Promissory Note
and at the time that the Unsecured, Convertible Promissory Note was converted
into stock and warrants, Marc L. Werner and Eric J. Werner were Directors of
both MIICA and AmeriQuest, and Marc L. Werner was a member of the Compensation
Committee.

In October 1994, Wendover Financial Company ("Wendover") purchased an
Unsecured, Convertible Promissory Note in the 1994 Private Placement for a
total purchase price of $240,000, as described in Proposal 5 above. The
principal amount of this note was unsecured and bore interest at the rate of
the "Six-month Treasuries Rate". Accrued and unpaid interest was to be
forgiven upon conversion of the note to units. Wendover advanced this sum
prior to the purchase of Unsecured, Convertible Promissory Notes by any other
participant in the 1994 Private Placement (except for MIICA, which purchased
an Unsecured, Convertible Promissory Note at the same time as Wendover) and
prior to the determination of the final terms under which Unsecured,
Convertible Promissory Notes would be sold in the 1994 Private Placement.
Wendover purchased its Unsecured, Convertible Promissory Note under the
agreement that the terms thereof would be the same terms that would
subsequently be agreed upon by the other participants in the 1994 Private
Placement. Upon the conversion in November 1994 of the Unsecured, Convertible
Promissory Note purchased by Wendover, AmeriQuest issued to Wendover 100,000
shares of Common Stock and warrants to purchase 100,000 shares of Common
Stock, initially exercisable at $3.50 per share and subsequently adjusted to
be exercisable at $1.75 per share. At the time Wendover purchased the
Unsecured, Convertible Promissory Note and at the time that the Unsecured,
Convertible Promissory Note was converted into stock and warrants, Terren S.
Peizer was affiliated with Wendover and was a Director of AmeriQuest and a
member of the Compensation Committee.

In May 1995, MIICA purchased in the 1995 Private Placement for a total
purchase price of $1,190,000 units consisting of an aggregate of 680,000
shares of Common Stock and 680,000 warrants to purchase an aggregate of
1,360,000 shares of Common Stock, as described in Proposal 5 above. Each
warrant is exercisable at $1.05 per share. MIICA advanced this sum prior to
the purchase of units by any other participant in the 1995 Private Placement
and prior to the determination of the final terms under which units would be
sold in the 1995 Private Placement. MIICA purchased its units under the
agreement that the terms thereof would be the same terms that would
subsequently be agreed upon by the other participants in the 1995 Private
Placement. At the time MIICA purchased the units, Marc L. Werner and Eric J.
Werner were Directors of both MIICA and AmeriQuest, and Marc Werner was a
member of the Compensation Committee.

In October 1994, AmeriQuest granted to William N. Silvis a stock option
exercisable for 15,000 shares of AmeriQuest Common Stock at $3.375 per share
and vesting over a three-year period. In July 1995, AmeriQuest canceled this
stock option and, in lieu thereof, granted to Mr. Silvis 15,000 fully-paid
shares of Common Stock in consideration of prior services rendered by Mr.
Silvis to AmeriQuest. At the time AmeriQuest granted this stock option and
issued these shares of Common Stock, Mr. Silvis was a Director of AmeriQuest
and a member of the Compensation Committee.

38
<PAGE>

REPORT OF THE COMPENSATION COMMITTEE

The Compensation Committee of the Board performs four principal tasks: it
recommends to the full Board the compensation of AmeriQuest's Chief Executive
Officer, reviews and takes action on the recommendations of the Chief
Executive Officer as to the appropriate compensation of AmeriQuest's other
officers, approves the granting of any bonuses to officers and reviews other
compensation and personnel development matters generally.

In fulfilling these duties, it is the objective of the Compensation
Committee to have a policy that will enable AmeriQuest to attract, retain and
reward executive officers of outstanding ability.

AmeriQuest's compensation policy for executives is to pay competitively and
to be fair in the administration of pay. This is the same policy applicable to
all employees of AmeriQuest. Base salary levels for AmeriQuest's executive
officers are intended to be generally competitive with other comparable
companies, taking into account such factors as the level of responsibility
involved, the need for special expertise and the specific individual's
experience and prior performance at AmeriQuest.

Executive base salaries are reviewed by the Committee annually, with any
adjustments normally becoming effective on January 1. During this review the
Committee considers the performance of AmeriQuest during the prior year, the
individual executive's contribution to that performance and changes in the
role and responsibility of the executive during that year.

Calendar year 1994 was a very difficult year for AmeriQuest, with a
substantial loss being reported for the fiscal year 1994. Likewise, AmeriQuest
has struggled to maintain market share to date in 1995, and continues to
report losses. These losses have been a combination of operating and
restructuring losses.

AmeriQuest also has Stock Option Plans which are administered by a separate
Stock Option Committee. AmeriQuest has never issued restricted stock or stock
appreciation rights to executive officers, and it does not have any long-term
incentive plans other than the Stock Option Plans.

Non-qualified stock options were granted during 1994 to the five highest
paid executive officers of AmeriQuest, as follows: Harold L. Clark, 250,000
shares; Carol L. Miltner, 100,000 shares; Stephen G. Holmes, 100,000 shares;
Mike Rusert, 100,000 shares and Peter Lytle, 40,000 shares. During 1995, non-
qualified options were granted to Howard B. Crystal, 100,000 shares; and
options were granted in connection with business operations acquired,
including 610,000 shares to former NCD employees and 121,798 to employees of
Robec, Inc. AmeriQuest also allowed Messrs. Clark and Holmes to purchase
200,000 and 50,000 shares, respectively for $2.50 per share for consideration
consisting of the par value paid in cash and Promissory Notes in the amounts
of $298,000 and $124,500, respectively, which are due September 30, 1996.

On December 6, 1993, the Compensation Committee was appointed, consisting of
Messrs. Marc Werner, Terren Peizer and William Silvis. Accordingly, this
report has been signed by these directors.

August 7, 1995 COMPENSATION COMMITTEE

Marc L. Werner
Terren S. Peizer
William N. Silvis

39
<PAGE>

The Named Executive Officers are no longer employees of AmeriQuest. For more
information regarding the termination of their employment, please see the
discussion in Proposal 2 above respecting the transactions under the Computer
2000 Purchase Agreement and "Certain Relationships and Related Transactions--
Severance Arrangements with Preceding Management" below. Therefore, the
preceding Report of the Compensation Committee does not discuss the policies
and actions of the Compensation Committee as they relate to the current
executive officers of AmeriQuest, who are identified under the caption
"Executive Officers" above, because this report only discusses policies and
actions relating to fiscal year 1995, the last completed fiscal year. For a
description of employment agreements entered into by AmeriQuest with certain
executive officers, please see "Employment Agreements" above. The policies and
actions of the Compensation Committee as they relate to the current executive
officers of AmeriQuest will be discussed, as may be required, in the Report of
the Compensation Committee contained in AmeriQuest's Proxy Statement for the
next Annual Meeting of Stockholders.

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

40
<PAGE>

PERFORMANCE GRAPH

The stock price performance graph below is required by the SEC and shall not
be deemed to be incorporated by reference by any general statement
incorporating by reference this Proxy Statement into any filing under the
Securities Act or under the Exchange Act, except to the extent that AmeriQuest
specifically incorporates this information by reference, and shall not
otherwise be deemed soliciting material or filed under such Acts.

The graph below compares the percentage change in the cumulative stockholder
return on AmeriQuest Common Stock from June 30, 1991 through June 30, 1995
with the percentage change in the cumulative total return over the same period
on (i) the CRSP Index for the NASDAQ Stock Market--US Companies, and (ii) the
CRSP Index for the NASDAQ Stock Market--Computer Manufacturing Companies. This
graph assumes an initial investment of $100 on July 1, 1991 in each of
AmeriQuest Common Stock, the CRSP Index for the NASDAQ Stock Market--US
Companies and the CRSP Index for the NASDAQ Stock Market--Computer
Manufacturing Companies.

41
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

EMPLOYMENT AGREEMENTS

Reference is hereby made to the Employment Agreements between AmeriQuest and
each of D. Stephen DeWindt, Mark C. Mulford and Holger Heims described above
in "Employment Agreements".

ISSUANCES BY AMERIQUEST OF SECURITIES

Reference is hereby made to the issuances by AmeriQuest of securities to
Manufacturers Indemnity and Insurance Company of America, Wendover Financial
Company and William N. Silvis described above in "Compensation Committee
Interlocks and Insider Participation".

In October 1994, AmeriQuest sold to Harold Clark 200,000 shares of Common
Stock at $2.50 per share. The purchase price at which AmeriQuest sold these
shares was $0.10 per share greater than the purchase price at which AmeriQuest
sold promissory notes convertible into shares in the 1994 Private Placement
completed in October 1994 described in Proposal 5 above. Dr. Clark paid in
cash the total par value for the shares of $2,000 and tendered a non-interest
bearing promissory note for the balance of $498,000, which promissory note is
secured by these shares purchased. The promissory note was originally due in
October 1995, but, in July 1995, AmeriQuest extended the due date until
September 1996. At the time Dr. Clark purchased these shares, he was the Chief
Executive Officer of AmeriQuest.

In October 1994, AmeriQuest sold to Stephen Holmes 50,000 shares of Common
Stock at $2.50 per share. The purchase price at which AmeriQuest sold these
shares was $0.10 per share greater than the purchase price at which AmeriQuest
sold promissory notes convertible into shares in the 1994 Private Placement
completed in October 1994 described in Proposal 5 above. Mr. Holmes paid in
cash the total par value for the shares of $500 and tendered a non-interest
bearing promissory note for the balance of $124,500, which promissory note is
secured by these shares purchased. The promissory note was originally due in
October 1995, but, in July 1995, AmeriQuest extended the due date until
September 1996. At the time Mr. Holmes purchased these shares, he was the
Chief Financial Officer of AmeriQuest.

Prior to fiscal year 1995, AmeriQuest granted to William T. Walker, Jr.
stock options which, after subsequent adjustment, were exercisable for 2,500,
2,500 and 15,000 shares of AmeriQuest Common Stock at $1.50, $1.50 and $2.00
per share, respectively. In October 1994, AmeriQuest granted to Mr. Walker,
then a director of AmeriQuest, a stock option exercisable for 15,000 shares of
AmeriQuest Common Stock at $3.375 per share and vesting over a three-year
period. In July 1995, AmeriQuest canceled those stock options held by Mr.
Walker exercisable for a total of 35,000 shares, and, in lieu thereof, granted
to Mr. Walker 35,000 fully-paid shares of Common Stock in consideration of
prior services rendered by Mr. Walker to AmeriQuest. At the time AmeriQuest
issued these shares of Common Stock, Mr. Walker was a Director of AmeriQuest.

On August 21, 1995, as more fully described in Proposal 2 above, AmeriQuest
issued to Computer 2000 Inc. the following securities by which Computer 2000
Inc. became a holder of record of more than five percent of AmeriQuest's
voting securities: (i) 810,811 shares of AmeriQuest Series A Preferred Stock
(convertible into 8,108,110 shares of AmeriQuest Common Stock, subject to
adjustment), (ii) 1,785,714 shares of AmeriQuest Series B Preferred Stock
(convertible into 17,857,140 shares of AmeriQuest Common Stock, subject to
adjustment), (iii) the Achievement Warrants exercisable for up to 1,403,475
shares of AmeriQuest Series D Preferred Stock (convertible into 14,034,750
shares of AmeriQuest Common Stock, subject to adjustment), (iv) the
Acquisition Maintenance Warrant exercisable for up to 218,307 shares of
AmeriQuest Series E Preferred Stock (convertible into 5,457,675 shares of
AmeriQuest Common Stock, subject to adjustment), (v) the Unit Maintenance
Warrants exercisable for up to 514,857 shares of AmeriQuest Series F Preferred
Stock (convertible into 5,148,570 shares of AmeriQuest Common Stock, subject
to adjustment), and (vi) the Maintenance Option, which as of the Record Date
was exercisable for at least approximately 4,510,055 shares of AmeriQuest
Common Stock (subject to adjustment). Additionally, in connection with the
Computer 2000 Purchase

42
<PAGE>

Agreement, (i) the following five persons designated by Computer 2000 Inc.
were appointed as Directors of AmeriQuest: D. Stephen DeWindt, Klaus J.
Laufen, Dr. Harry Krischik, Mark C. Mulford and Holger Heims (Mr. Laufen has
since resigned in December 1995 as a Director of AmeriQuest), (ii) Mr. DeWindt
was appointed Chairman of the Board and Chief Executive Officer of AmeriQuest,
(iii) Dr. Krischik was appointed Co-Chairman of the Board of AmeriQuest and
(iv) Mr. Mulford was appointed President and Chief Operating Officer of
AmeriQuest.

SEVERANCE ARRANGEMENTS WITH PRECEDING MANAGEMENT

Harold Clark's employment by AmeriQuest terminated in August 1995. Prior to
such termination, Dr. Clark had been President and Chief Executive Officer of
AmeriQuest. Additionally, prior to such termination, in December 1993,
AmeriQuest had granted to Dr. Clark a non-qualified stock option exercisable
for 250,000 shares of Common Stock at $2.00 per share, expiring six years from
the date of grant, subject to earlier termination upon termination of
employment. This option vested in 25% increments every 14 months. Pursuant to
the Employment Agreement, dated as of December 3, 1993, between Dr. Clark and
AmeriQuest, Dr. Clark was entitled in the event of the termination of his
employment other than for "cause" to severance pay in an amount equal to two
years of his base salary and, in such event, his stock options would be deemed
fully vested. Pursuant to the Settlement Agreement and Release executed August
16, 1995, Dr. Clark and AmeriQuest, in settlement of a dispute between the
parties regarding the termination of Dr. Clark's employment, agreed to
severance terms which were different than those provided in his Employment
Agreement. Pursuant to that Settlement Agreement and Release (i) Dr. Clark
agreed to consult with AmeriQuest for a four month period following the date
of termination of his employment and, in consideration therefor, AmeriQuest
agreed to pay Dr. Clark a mutually agreeable rate per project or period and
paid Dr. Clark a retainer equal to $270,000, (ii) Dr. Clark's option described
above was repriced effective on the effective date of the Settlement Agreement
and Release to be exercisable at $1.00 per share, was deemed fully vested and
exercisable only during the two year period following the date of his
termination of employment (this option was subsequently amended so that it is
exercisable until the date which is two years after the Meeting), (iii)
AmeriQuest agreed to use its best efforts to file a registration statement
with the SEC with respect to the shares of AmeriQuest Common Stock issuable
upon exercise of Dr. Clark's stock option and (iv) Dr. Clark agreed to release
AmeriQuest and certain other parties from certain claims relating to his
employment by AmeriQuest. Additionally, in connection with the termination of
his employment, AmeriQuest paid Dr. Clark $20,000 for accrued vacation. Dr.
Clark remains a Director of AmeriQuest.

Stephen Holmes' employment by AmeriQuest terminated in August 1995. Prior to
such termination, Mr. Holmes had been Chief Financial Officer, Treasurer and
Secretary of AmeriQuest. Additionally, prior to such termination, in June
1992, AmeriQuest had granted to Mr. Holmes a non-qualified stock option
exercisable for 10,000 shares of Common Stock at $1.50 per share.
Additionally, in December 1993, AmeriQuest had granted to Mr. Holmes a non-
qualified stock option exercisable for 100,000 shares of Common Stock at $2.00
per share, expiring six years from the date of grant, subject to earlier
termination upon termination of employment. The December 1993 option vested in
25% increments every 14 months. Pursuant to the Employment Agreement, dated as
of December 3, 1993, between Mr. Holmes and AmeriQuest, Mr. Holmes was
entitled in the event of the termination of his employment other than for
"cause" to severance pay in an amount equal to two years of his base salary
and, in such event, his stock options would be deemed fully vested. Pursuant
to the Settlement Agreement and Release executed August 16, 1995, Mr. Holmes
and AmeriQuest, in settlement of a dispute between the parties regarding the
termination of Mr. Holmes' employment, agreed to severance terms which were
different than those provided in his Employment Agreement. Pursuant to that
Settlement Agreement and Release, (i) Mr. Holmes agreed to consult with
AmeriQuest for a four month period following the date of termination of his
employment and, in consideration therefor, AmeriQuest agreed to pay Mr. Holmes
$12,500 per month, (ii) AmeriQuest paid Mr. Holmes $160,000, $100,000 of which
was paid 8 days after the date of the Settlement Agreement and Release and
$60,000 of which was payable on or before January 5, 1996, (iii) the December
1993 option for 100,000 shares was repriced effective on the effective date of
the Settlement Agreement and Release to be exercisable at $1.00 per share, was
deemed fully vested and exercisable only during

43
<PAGE>

the two year period following the date of his termination of employment (this
option was subsequently amended so that it is exercisable until the date which
is two years after the Meeting), (iv) AmeriQuest agreed to use its best
efforts to file a registration statement with the SEC with respect to the
shares of AmeriQuest Common Stock issuable upon exercise of Mr. Holmes' stock
option and (v) Mr. Holmes agreed to release AmeriQuest and certain other
parties from certain claims relating to his employment by AmeriQuest.
Additionally, in connection with the termination of his employment, AmeriQuest
paid Mr. Holmes approximately $11,500 for accrued vacation. The June 1993
option for 10,000 shares expired unexercised according to its terms 3 months
after the termination of Mr. Holmes' employment. Mr. Holmes resigned in
January 1996 as a Director of AmeriQuest, although he remains a consultant to
AmeriQuest.

Peter Lytle's employment by AmeriQuest terminated in September 1995. Prior
to such termination, Mr. Lytle had been Senior Vice President-Operations of
AmeriQuest. Additionally, prior to such termination, in December 1993,
AmeriQuest had granted to Mr. Lytle a non-qualified stock option exercisable
for 40,000 shares of Common Stock at $2.00 per share, expiring six years from
the date of grant, subject to earlier termination upon termination of
employment. This option vested in 25% increments every 14 months. Pursuant to
the Employment Agreement, dated as of December 3, 1993, between Mr. Lytle and
AmeriQuest, Mr. Lytle was entitled in the event of the termination of his
employment other than for "cause" to severance pay in an amount equal to one
year of his base salary and, in such event, his stock options would be deemed
fully vested. Pursuant to the Severance Agreement, dated September 19, 1995,
between Mr. Lytle and AmeriQuest, (i) AmeriQuest paid Mr. Lytle approximately
$110,500 and (ii) Mr. Lytle's stock option described above was deemed fully
vested and exercisable only during the 90 day period following the date of his
termination of employment. This option expired unexercised in December 1995.

Howard Crystal's employment by AmeriQuest terminated in September 1995.
Prior to such termination, Mr. Crystal had been Senior Vice President-
Marketing and Purchasing of AmeriQuest. Additionally, prior to such
termination, in July 1994, AmeriQuest had granted to Mr. Crystal a non-
qualified stock option exercisable for 100,000 shares of Common Stock at $3.15
per share, expiring six years from the date of grant, subject to earlier
termination upon termination of employment. This option vested in 25%
increments every 14 months. Pursuant to the Employment Agreement, dated as of
July 14, 1994, between Mr. Crystal and AmeriQuest, Mr. Crystal was entitled in
the event of the termination of his employment other than for "cause" to
severance pay in an amount equal to one year of his base salary and, in such
event, his stock options would be deemed fully vested. Pursuant to the
Severance Agreement, dated September 19, 1995, between Mr. Crystal and
AmeriQuest, (i) AmeriQuest paid Mr. Crystal $125,000 and (ii) Mr. Crystal's
option described above was deemed fully vested and exercisable only during the
90 day period following the date of his termination of employment. This option
expired unexercised in December 1995.

Irwin Bransky's employment by Kenfil, a wholly-owned subsidiary of
AmeriQuest, terminated in March 1995, the date on which the Employment
Agreement, dated June 2, 1994, between Mr. Bransky and Kenfil terminated by
its terms. Prior to such termination, Mr. Bransky had been President and Chief
Executive Officer of Kenfil. Mr. Bransky was not entitled to, and was not
paid, any severance pay by Kenfil upon the termination of his employment.

Carol Miltner's employment by AmeriQuest terminated in March 1995. Prior to
such termination, Ms. Miltner had been Executive Vice President-Sales and
Marketing of AmeriQuest. Additionally, prior to such termination, in December
1993, AmeriQuest had granted to Ms. Miltner a non-qualified stock option
exercisable for 100,000 shares of Common Stock at $2.00 per share, expiring
six years from the date of grant, subject to earlier termination upon
termination of employment. This option vested in 25% increments every
14 months. Pursuant to the Employment Agreement, dated as of December 3, 1993,
between Ms. Miltner and AmeriQuest, Ms. Miltner was entitled in the event of
the termination of her employment other than for "cause" to severance pay in
an amount equal to two years of her base salary and, in such event, her stock
options would be deemed fully vested. Pursuant to the Severance Agreement,
dated March 21, 1995, between Ms. Miltner and AmeriQuest, (i) AmeriQuest paid
Ms. Miltner $10, (ii) AmeriQuest paid The Consulting Group, which is wholly-
owned by

44
<PAGE>

Ms. Miltner, $75,000 for services rendered in 1995 and (iii) Ms. Miltner's
stock option described above was deemed fully vested and exercisable only
during the one year period following the date of her termination of
employment.

Gregory A. White's employment by AmeriQuest terminated in July 1995. Prior
to such termination, Mr. White had been Chief Operating Officer of AmeriQuest.
Additionally, prior to such termination, in November 1994, AmeriQuest had
granted to Mr. White two stock options. One stock option was exercisable for
375,000 shares of Common Stock at $3.50 per share, expiring six years from the
date of grant, subject to earlier termination upon termination of employment.
This option vested in 25% increments every 14 months. The other stock option
was exercisable for 82,500 shares of Common Stock at $0.05 per share, expiring
in December 1995. This option was fully vested on the date of grant. Pursuant
to the Employment Agreement, dated as of October 1994, between Mr. White and
AmeriQuest, Mr. White was entitled in the event of the termination of his
employment other than for "cause" to severance pay in an amount equal to two
years of his base salary, the payment of premiums on his health insurance
program during the two year period following termination and, in such event,
his stock options would be deemed fully vested. Pursuant to the Confidential
Separation Agreement and General Release entered into by Mr. White and
AmeriQuest, in settlement of a dispute between those parties regarding the
termination of Mr. White's employment, those parties agreed to severance terms
which were different than those provided in this Employment Agreement.
Pursuant to that Confidential Separation Agreement and General Release, (i)
AmeriQuest agreed to pay Mr. White $500,000 within three (3) business days
following the closing of the transactions contemplated by the Computer 2000
Purchase Agreement, (ii) AmeriQuest agreed to pay Mr. White regular salary
until the earlier of the date that the previously-referenced $500,000 payment
was made or September 30, 1995, (iii) AmeriQuest agreed to continue health
insurance coverage for Mr. White and his dependents until the earlier of the
date that Mr. White and his dependents are covered by a new employer's health
plan or July 11, 1997, (iv) Mr. White's stock option exercisable for 375,000
shares was deemed fully vested and exercisable only during the two year period
following the date of the Confidential Separation Agreement and General
Release, (v) AmeriQuest agreed to register the shares of AmeriQuest Common
Stock issuable upon exercise of Mr. White's two stock options no later than
October 15, 1995, (vi) AmeriQuest agreed to allow Mr. White to retain $155,000
he borrowed from AmeriQuest as an interest-free loan, which shall be due and
payable as soon as the average trading price for AmeriQuest's Common Stock
during any 20 consecutive day period equals or exceeds $3.50 and the shares of
AmeriQuest Common Stock issuable upon exercise of Mr. White's stock option for
82,500 shares are freely tradable pursuant to a registration statement or Rule
144 promulgated under the Securities Act, (vii) AmeriQuest forgave its
outstanding loan of $75,000 made to Mr. White to assist him in relocating his
family from Florida to California and (viii) AmeriQuest and Mr. White agreed
to release each other from any and all claims. Mr. White has exercised in full
the stock option for 82,500 shares.

Thomas F. Ross' employment by AmeriQuest terminated in November 1995. Prior
to such termination, Mr. Ross had been Executive Vice President-Operations of
AmeriQuest. Additionally, prior to such termination AmeriQuest had granted to
Mr. Ross stock options exercisable for 125,000 shares and 27,500 shares of
Common Stock at $3.50 per share and $0.05 per share, respectively. Pursuant to
the Employment Agreement, dated as of October 1994, between Mr. Ross and
AmeriQuest, Mr. Ross was entitled in the event of the termination of his
employment other than for "cause" to severance pay in an amount equal to two
years of his base salary and, in such event, his stock options would be deemed
fully vested. Pursuant to the Severance Agreement, dated November 3, 1995,
between Mr. Ross and AmeriQuest, (i) AmeriQuest paid Mr. Ross approximately
$350,000, (ii) Mr. Ross acknowledged an earlier debt to AmeriQuest in the
amount of approximately $116,500 and delivered to AmeriQuest a note for such
amount, (iii) Mr. Ross' stock options described above were deemed fully vested
and exercisable only during the one year period following the date of his
termination of employment and (iv) AmeriQuest and Mr. Ross executed a mutual
release.

Donald W. Resnick's employment by AmeriQuest terminated in January 1996.
Prior to such termination, Mr. Resnick had been the Chief Financial Officer of
AmeriQuest. Additionally, prior to such termination, in July 1995, AmeriQuest
had granted to Mr. Resnick a fully vested stock option exercisable for 150,000
shares of Common Stock at $1.50 per share, expiring on December 31, 2000,
subject to earlier termination upon

45
<PAGE>

termination of employment. Pursuant to the Severance Agreement entered into by
Mr. Resnick and AmeriQuest, (i) AmeriQuest agreed to pay Mr. Resnick
approximately $66,000, $20,000 of which was deemed to be severance pay and the
remainder of which was deemed to be in satisfaction of prior services, (ii)
AmeriQuest agreed to pay Mr. Resnick up to $80,000 for specified consulting
services, (iii) Mr. Resnick's stock option was deemed exercisable only on or
before January 31, 1998, and (iv) AmeriQuest and Mr. Resnick executed a mutual
release.

John J. Higgins' employment by AmeriQuest terminated in January 1996. Prior
to such termination, Mr. Higgins had been the Vice President of Marketing and
Purchasing of AmeriQuest. Additionally, prior to such termination, in June
1993 AmeriQuest had granted to Mr. Higgins a stock option exercisable for
175,000 shares of Common Stock at $2.00 per share, expiring on December 31,
2000, subject to earlier termination upon termination of employment. This
option vested in 25% increments every 14 months. Pursuant to the Severance
Agreement entered into by Mr. Higgins and AmeriQuest, (i) AmeriQuest agreed to
pay Mr. Higgins approximately $143,000, $100,000 of which was deemed to be
severance pay and the remainder of which was deemed to be in satisfaction of
prior services, (ii) Mr. Higgins' stock option was repriced to be exercisable
at $.70 per share, deemed fully vested and deemed exercisable only on or
before January 31, 1997 and (iii) AmeriQuest and Mr. Higgins executed a mutual
release.

STOCKHOLDER PROPOSALS

Any AmeriQuest stockholder who wishes to submit a proposal for presentation
to AmeriQuest's 1997 Annual Meeting of Stockholders must submit the proposal
to AmeriQuest, 3 Imperial Promenade, Ste. 300, Santa Ana, California 92707,
Attention: Mr. Holger Heims, Secretary, not later than September 15, 1996 for
inclusion, if appropriate, in AmeriQuest's proxy statement and form of proxy
relating to its 1997 Annual Meeting of Stockholders.

COMPLIANCE UNDER SECTION 16(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Section 16 of the Exchange Act requires AmeriQuest's directors and officers,
and persons who beneficially own more than 10% of AmeriQuest's Common Stock to
file initial reports of ownership and reports of changes in ownership with the
SEC and the NYSE. Such persons are required by SEC regulation to furnish
AmeriQuest with copies of all Section 16(a) forms that they file.

Based solely on its review of the copies of such forms furnished to
AmeriQuest and written representations from the executive officers and
directors, AmeriQuest believes that all Section 16(a) filing requirements were
met for AmeriQuest's fiscal year 1995, except as follows: (i) Howard Crystal
has failed to file a Form 3 reporting his appointment as Senior Vice President
of Marketing and Purchasing in July 1994, a position from which he resigned in
September 1995; (ii) Irwin Bransky has failed to file a Form 3 reporting his
position as President and Chief Executive Officer of Kenfil, Inc. upon the
acquisition in September 1994 of Kenfil, Inc. by AmeriQuest, a position from
which he was released in March 1995; (iii) William Walker failed to file a
Form 4 reporting the grant in October 1994 by AmeriQuest of an option
exercisable for Common Stock, at which time Mr. Walker was a Director of
AmeriQuest; (iv) William Silvis failed to file a Form 4 reporting the grant in
October 1994 by AmeriQuest of an option exercisable for Common Stock, at which
time Mr. Silvis was a Director of AmeriQuest; (v) Marc Werner failed to file a
Form 4 reporting the purchase in October 1994 by Manufacturers Indemnity and
Insurance Company of America ("MIICA") of shares of Common Stock, at which
time Mr. Werner was a Director of both MIICA and AmeriQuest; (vi) Eric Werner
failed to file a Form 4 reporting the purchase in October 1994 by MIICA of
shares of Common Stock, at which time Mr. Werner was a Director of both MIICA
and AmeriQuest; (vii) Harold Clark failed to file a Form 4 reporting his
purchase in October 1994 of shares of Common Stock, at which time Dr. Clark
was the Chief Executive Officer of AmeriQuest; (viii) Stephen Holmes failed to
file a Form 4 reporting his purchase in October 1994 of shares of Common
Stock, at which time Mr. Holmes was the Chief Financial Officer of AmeriQuest;
(ix) Marc Werner failed to file a Form 4 reporting

46
<PAGE>

the purchase in October 1994 by MIICA of notes convertible into shares of
Common Stock and warrants exercisable for Common Stock, at which time Mr.
Werner was a Director of both MIICA and AmeriQuest; (x) Eric Werner failed to
file a Form 4 reporting the purchase in October 1994 by MIICA of notes
convertible into shares of Common Stock and warrants exercisable for Common
Stock, at which time Mr. Werner was a Director of both MIICA and AmeriQuest;
(xi) Terren Peizer filed late a Form 4 reporting the purchase in October 1994
of notes convertible into shares of Common Stock and warrants exercisable for
Common Stock, at which time Mr. Peizer was a Director of AmeriQuest; (xii)
Robert H. Beckett filed late a Form 3 reporting his appointment as a Director
of AmeriQuest in October 1994; (xiii) Thomas Ross filed late a Form 3
reporting his appointment as an officer of AmeriQuest in November 1994; (xiv)
Gregory White filed late a Form 3 reporting his appointment as the Chief
Operating Officer of AmeriQuest in November 1994; (xv) MIICA failed to file a
Form 3 reporting its purchase in May 1995 of shares of Common Stock and
warrants exercisable for Common Stock, thereby causing MIICA to become a "ten
percent holder" of AmeriQuest; (xvi) Marc Werner failed to file a Form 4
reporting the purchase in May 1995 by MIICA of shares of Common Stock and
warrants exercisable for Common Stock, at which time Mr. Werner was a director
of both MIICA and AmeriQuest; and (xvii) Eric Werner failed to file a Form 4
reporting the purchase in May 1995 by MIICA of shares of Common Stock and
warrants exercisable for Common Stock, at which time Mr. Werner was a director
of both MIICA and AmeriQuest.

OTHER BUSINESS

The Board does not presently intend to bring any other business before the
Meeting, and, so far as is known to the Board, no matters are to be brought
before the Meeting except as specified in the Notice of the Meeting. As to any
business that may properly come before the Meeting, however, it is intended
that proxies, in the form enclosed, will be voted in respect thereof in
accordance with the judgment of the persons voting such proxies.

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

47
<PAGE>

CAPITALIZATION AND HISTORICAL AND PRO FORMA

EARNINGS PER SHARE DATA

The following tables are intended to provide certain pro forma information
to reflect the effects of the adoption of Proposals 2 and 4 on AmeriQuest's
capitalization and per share earnings:

(i) A table setting forth the historical capitalization of AmeriQuest as of
December 31, 1995 as adjusted to give effect to (a) the exercise by Computer
2000 Inc. on February 15, 1996 of a portion of the Acquisition Maintenance
Warrant and a portion of one of the Achievement Warrants (the "February
Exercise"), (b) the conversion into AmeriQuest Common Stock of the shares of
AmeriQuest Series A, B, D, E and G Preferred Stock that were outstanding on
the Record Date, which conversion (the "Conversion") will occur if Proposals 2
and 4 are approved by AmeriQuest stockholders and certain other conditions
described in Proposal 4 are satisfied, and (c) the exercise by Computer 2000
Inc. of the Acquisition Maintenance Warrant for the number of shares
purchasable thereunder upon the conversion into Common Stock of the shares of
AmeriQuest Series G Preferred Stock outstanding on the Record Date, which
exercise (the "March Exercise") is expected to occur promptly following the
Conversion.

(ii) A table setting forth AmeriQuest's historical earnings per share data
(a) for the three month period ended December 31, 1995 as adjusted to give
effect to the February Exercise, the Conversion and the March Exercise, (b)
for the three month period ended September 30, 1995 as adjusted to give effect
to the issuance in November 1995 of 3,969,905 shares of AmeriQuest Common
Stock in the merger with Robec and 25,830.1 shares of AmeriQuest Series G
Preferred Stock to the Principal Robec Shareholders in the Follow-On Exchange
(collectively, the "Robec Acquisition"), as well as the February Exercise, the
Conversion and the March Exercise referred to above, and (c) for the fiscal
year ended June 30, 1995 as adjusted to give effect to the issuance in August
1995 to Computer 2000 of 810,811 shares of AmeriQuest Series A Preferred Stock
and 1,785,714 shares of AmeriQuest Series B Preferred Stock pursuant to the
Computer 2000 Purchase Agreement, as well as the Robec Acquisition, the
February Exercise, the Conversion and the March Exercise referred to above.

CAPITALIZATION

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL ADJUSTMENTS AS ADJUSTED
---------- ----------- -----------
(AMOUNTS IN THOUSANDS
EXCEPT SHARE AND PER SHARE DATA)
<S> <C> <C> <C>
Capitalization:
Short-term debt, including current
maturities........................... $ 63,011 $-- $ 63,011
Shareholders' Equity:
Preferred stock, $0.01 par value;
2,622,355 shares issued and
outstanding; none(b) outstanding as 3 (a)
adjusted............................. 53 (56)(b) --
Common stock, $0.01 par value;
27,948,545 shares issued and
outstanding; 63,635,925
shares(a)(b)(c) outstanding as
adjusted............................. 279 357 (a)(b)(c) 636
Additional paid-in capital............ 110,477 (59)(a)(b)(c) 110,536
Accumulated deficit................... (97,430) -- (97,430)
-------- ---- --------
Total shareholders' equity.......... 13,379 363 13,742
-------- ---- --------
Total capitalization.................. $ 76,390 $363 $ 76,753
======== ==== ========
</TABLE>
- --------

(a) To give effect to Computer 2000 Inc.'s exercise on February 15, 1996 of a
portion of the Acquisition Maintenance Warrant to purchase 102,908 shares
of AmeriQuest Series E Preferred Stock for an approximate purchase price
of $129,000 and of a portion of the Achievement Warrant to purchase
198,341 shares of AmeriQuest Series D Preferred Stock for an approximate
purchase price of $105,000.

(b) To give effect to the issuance of 33,104,370 shares of AmeriQuest Common
Stock associated with the conversion of 810,811, 1,785,714, 198,341,
102,908 and 25,830 shares of AmeriQuest Series A, B, D, E and G Preferred
Stock, respectively.

(c) To give effect to Computer 2000's expected further exercise of a portion
of the Acquisition Maintenance Warrant, subsequent to the Conversion, to
purchase 2,583,010 shares of AmeriQuest Common Stock for an approximate
purchase price of $129,000.

48
<PAGE>

HISTORICAL AND PRO FORMA EARNINGS PER SHARE DATA

<TABLE>
<CAPTION>
PRO FORMA
HISTORICAL AS ADJUSTED
---------- -----------
<S> <C> <C>
For the three months ended
December 31, 1995:
Loss per shares...................................... $ (0.32) $ (0.14)
========== ==========
Weighted average shares outstanding.................. 25,917,411 61,604,781
========== ==========
For the three months ended
September 30, 1995:
Loss per share....................................... $ (0.30) $ (0.11)
========== ==========
Weighted average shares outstanding.................. 23,786,127 63,443,402
========== ==========
For the fiscal year ended
June 30, 1995:
Loss per share....................................... $ (3.76) $ (1.17)
========== ==========
Weighted average shares outstanding.................. 17,993,440 57,650,715
========== ==========
</TABLE>

[THIS SPACE IS INTENTIONALLY LEFT BLANK]

49
<PAGE>

AVAILABLE INFORMATION

AmeriQuest is subject to the informational requirements of the Exchange Act
and, in accordance therewith, files reports, proxy statements and other
information with the SEC. Reports, proxy statements and other information
filed by AmeriQuest can be inspected and copied at the public reference
facilities maintained by the SEC at 450 Fifth Street N.W., Washington, D.C.
20549, and at the following Regional Offices of the SEC: New York Regional
Office, 7 World Trade Center, New York, New York 10048 and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material can also be obtained from the Public Reference Section of the
SEC, 450 Fifth Street N.W., Washington, D.C. 20549, at the SEC's prescribed
rates. Such material can also be inspected and copied at the offices of the
NYSE, on which AmeriQuest's Common Stock is listed.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROXY STATEMENT IN CONNECTION WITH THE
MATTERS SUBJECT HEREOF, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY
AMERIQUEST. THIS PROXY STATEMENT DOES NOT CONSTITUTE AN OFFER OF ANY
SECURITIES. THE DELIVERY OF THIS PROXY STATEMENT AT ANY TIME DOES NOT IMPLY
THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.

WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE, SIGN
AND PROMPTLY RETURN THE ACCOMPANYING PROXY IN THE ENCLOSED POSTAGE PAID
ENVELOPE SO THAT YOUR SHARES MAY BE REPRESENTED AT THE MEETING.

By Order of the Board of Directors

AmeriQuest Technologies, Inc.

Holger Heims,
Secretary

Santa Ana, California

February 23, 1996

50
<PAGE>

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
AUDITED CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Public Accountants.................................. F-2
Consolidated Statements of Operations for the Fiscal Years Ended June 30,
1995, 1994 and 1993...................................................... F-3
Consolidated Balance Sheets as of June 30, 1995 and 1994.................. F-4
Consolidated Statements of Stockholders' Equity (Deficit) for the Fiscal
Years Ended June 30, 1995, 1994 and 1993................................. F-5
Consolidated Statements of Cash Flows for the Fiscal Years Ended June 30,
1995, 1994 and 1993...................................................... F-6
Notes to Audited Consolidated Financial Statements........................ F-8
June 30, 1995, 1994 and 1993 Schedule II--Valuation and Qualifying
Accounts and Reserves.................................................... F-18
UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
Unaudited Consolidated Condensed Balance Sheets at September 30, 1995 and
June 30, 1994............................................................ F-19
Unaudited Consolidated Condensed Statements of Operations for the Three
Months Ended
September 30, 1995 and 1994.............................................. F-20
Unaudited Consolidated Condensed Statements of Cash Flows for the Three
Months Ended
September 30, 1995 and 1994.............................................. F-21
Notes to Unaudited Consolidated Condensed Financial Statements September
30, 1995 and 1994........................................................ F-22
Unaudited Consolidated Condensed Balance Sheets at December 31, 1995 and
September 30, 1995....................................................... F-24
Unaudited Consolidated Condensed Statements of Operations for the Three
Months Ended
December 31, 1995 and 1994............................................... F-25
Unaudited Consolidated Condensed Statements of Cash Flows for the Three
Months Ended December 31, 1995 and 1994.................................. F-26
Notes to Unaudited Consolidated Condensed Financial Statements for
December 31, 1995 and 1994............................................... F-27
</TABLE>

F-1
<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To AmeriQuest Technologies, Inc.:

We have audited the accompanying consolidated balance sheets of AmeriQuest
Technologies, Inc. (a Delaware corporation) and subsidiaries (AmeriQuest) as
of June 30, 1995 and 1994, and the related consolidated statements of
operations, stockholders' equity (deficit) and cash flows for each of the
three years in the period ended June 30, 1995. These financial statements and
the schedule referred to below are the responsibility of AmeriQuest's
management. Our responsibility is to express an opinion on these financial
statements and schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of AmeriQuest as of June 30,
1995 and 1994 and the results of their operations and their cash flows for
each of the three years in the period ended June 30, 1995 in conformity with
generally accepted accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedule listed in the index to
Financial Statements and is presented for purposes of complying with the
Securities and Exchange Commissions rules and is not a required part of the
basic financial statements. This schedule has been subjected to the auditing
procedures applied in our audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.

Arthur Andersen LLP

Los Angeles, California
October 13, 1995

F-2
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
------------------------------------------------
1995 1994 1993
--------------- --------------- ---------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C>
NET SALES..................... $416,571 $87,593 $73,082
COST OF SALES................. 400,820 75,023 61,539
--------------- -------------- --------------
Gross profit................ 15,751 12,570 11,543
--------------- -------------- --------------
OPERATING EXPENSES
Selling, general and
administrative................ 53,432 14,119 10,274
Intangibles write off....... 23,777 -- --
Restructuring............... -- 5,700 --
Research and development.... 39 25 782
--------------- -------------- --------------
77,248 19,844 11,056
--------------- -------------- --------------
Income (loss) from
operations.................... (61,497) (7,274) 487
OTHER (INCOME) EXPENSE
Other income................ (13) (31) (26)
Interest expense............ 6,082 728 277
--------------- -------------- --------------
6,069 697 251
--------------- -------------- --------------
Net income (loss)........... $(67,566) $(7,971) $ 236
=============== ============== ==============
Net income (loss) per common
share and
common share equivalent.. $ (3.76) $ (1.33) $ 0.08
=============== ============== ==============
Weighted average shares
outstanding................... 17,993,440 5,973,511 3,060,908
=============== ============== ==============
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-3
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
JUNE 30, JUNE 30,
1995 1994
----------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash............................................... $ 970 $ 3,200
Accounts receivable, less allowances for doubtful
accounts
of $9,572 and $477 as of June 30, 1995 and
1994, respectively............................ 56,342 24,708
Inventories........................................ 49,101 24,165
Other current assets............................... 1,362 1,627
----------- -----------
Total current assets............................. 107,775 53,700
----------- -----------
PROPERTY AND EQUIPMENT, NET.......................... 6,649 4,078
INTANGIBLE ASSETS, NET............................... 10,411 6,490
OTHER ASSETS......................................... 3,173 877
----------- -----------
$ 128,008 $ 65,145
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable................................... $ 42,023 $ 23,408
Notes payable...................................... 72,945 23,059
Other current liabilities.......................... 14,234 2,361
----------- -----------
Total current liabilities........................ 129,202 48,828
----------- -----------
SUBORDINATED NOTES PAYABLE TO SHAREHOLDERS........... -- 3,175
LONG TERM OBLIGATIONS................................ 6,515 267
SUBORDINATED NOTES PAYABLE........................... 18,000 --
COMMITMENTS AND CONTINGENCIES........................
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; authorized
5,000,000 shares;
no shares issued and outstanding.............. -- --
Common stock, $.01 par value; authorized 30,000,000
shares;
issued and outstanding, 22,966,711 and
9,857,779 shares,
as of June 30, 1995 and 1994, respectively.... 230 99
Additional paid-in capital......................... 56,196 27,345
Accumulated deficit................................ (82,135) (14,569)
----------- -----------
Total stockholders' equity (deficit)............. (25,709) 12,875
----------- -----------
$ 128,008 $ 65,145
=========== ===========
</TABLE>

The accompanying notes are an integral part of these consolidated balance
sheets.

F-4
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>
COMMON STOCK ADDITIONAL
----------------- PAID-IN ACCUMULATED
SHARES AMOUNT CAPITAL DEFICIT
---------- ------ ---------- -----------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C> <C>
BALANCES AT JUNE 30, 1992............. 2,925,523 $ 29 $14,757 $ (6,834)
Common stock issued by private
placement............................ 143,000 2 286 --
Common stock issued for assets........ 100,000 1 149 --
Exercise of employee stock options.... 12,187 -- 18 --
Net income for the year ended June 30,
1993.................................. -- -- -- 236
---------- ---- ------- --------
BALANCES AT JUNE 30, 1993............. 3,180,710 $ 32 $15,210 $ (6,598)
---------- ---- ------- --------
Common stock issued by private
placement............................ 4,905,072 49 9,054 --
Common stock issued for businesses
acquired.............................. 1,730,330 17 3,011 --
Exercise of employee stock options.... 41,667 1 70 --
Net loss for the year ended June 30,
1994.................................. -- -- -- (7,971)
---------- ---- ------- --------
BALANCE AT JUNE 30, 1994.............. 9,857,779 $ 99 $27,345 $(14,569)
---------- ---- ------- --------
Common stock issued by private
placement and other.................. 4,266,258 43 8,646 --
Common stock issued for businesses
acquired.............................. 8,352,148 84 19,019 --
Exercise of employee stock options.... 32,834 -- 51 --
Shares issued to employees............ 457,692 4 1,135 --
Net loss for the year ended June 30,
1995.................................. -- -- -- (67,566)
---------- ---- ------- --------
BALANCES AT JUNE 30, 1995............. 22,966,711 $230 $56,196 $(82,135)
========== ==== ======= ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
----------------------------------------
1995 1994 1993
-------- ---------------------- -------
(DOLLARS IN THOUSANDS)
<S> <C> <C> <C>
Cash Flows from Operating Activities
Net income (loss).................... $(67,566) $(7,971) $ 236
Adjustments to reconcile net income
(loss) to net cash
provided by (used in) operating
activities:
Depreciation and amortization...... 4,723 1,107 1,013
Intangibles write-off.............. 23,777 -- --
Provision for losses on accounts
receivable......................... 5,787 577 328
Provision for losses on
inventories........................ 17,039 1,714 633
Loss on sale of equipment.......... 1,540 -- 33
Changes in operating assets and
liabilities:
(Increase) decrease in accounts
receivable....................... (3,016) (1,698) 3,302
(Increase) decrease in
inventories and other............ (390) (1,447) 953
(Increase) decrease in other
assets........................... (189) 1,500 (1,449)
(Decrease) in accounts payable
and other........................ (25,312) (2,190) (3,776)
-------- ------- -------
Net cash provided by (used in)
operating activities................. (43,607) (8,408) 1,273
-------- ------- -------
Cash Flows from Investing Activities
Purchase of property and equipment... (4,316) (1,546) (1,260)
Net cash (paid) received from
acquisition of businesses, net of
acquired cash of $1,656 in 1995...... (1,973) 769 --
Proceeds from sale of equipment...... -- -- 17
-------- ------- -------
Net cash used in investing
activities........................... (6,289) (777) (1,243)
-------- ------- -------
Cash Flows from Financing Activities
Proceeds from subordinated debt...... 18,000 -- 1,505
Proceeds from notes payable
borrowings, net...................... 20,926 3,741 (1,669)
Proceeds from sale of common stock... 8,740 7,624 456
-------- ------- -------
Net cash provided by (used in)
financing activities................. 47,666 11,365 292
-------- ------- -------
Increase (decrease) in cash.......... (2,230) 2,180 322
Cash--beginning of the year.......... 3,200 1,020 698
-------- ------- -------
Cash--end of the year................ $ 970 $ 3,200 $ 1,020
======== ======= =======
</TABLE>

The accompany notes are an integral part of these consolidated financial
statements.

F-6
<PAGE>

Supplemental Disclosures of Cash Flow Information:

<TABLE>
<S> <C>
Interest on lines of During Fiscal 1995, 1994 and 1993 the Company paid interest costs
credit: of approximately $5,917, $728 and $277, respectively.
Income taxes: During Fiscal 1995, 1994 and 1993 the Company made no tax payments.
Noncash investing and financing activities:
Capital leases: During Fiscal 1995 and 1994, the Company entered into capital leases for
equipment totaling approximately $270 and $180, respectively.
Subordinated note During Fiscal 1994, the Company issued approximately 522,000
payable conversion: shares of common stock upon the conversion of a $1,550
subordinated note payable.
Intangible write off: During Fiscal 1995, the Company wrote off $23,777 of intangibles related
to the termination of its entertainment software business and impairment
of intangible assets at certain acquired regional distributors.
</TABLE>

The accompany notes are an integral part of these consolidated financial
statements.

F-7
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business. AmeriQuest Technologies, Inc. and subsidiaries
("Company" or "AmeriQuest") is a national value-added wholesale distributor of
computer hardware and related products to value-added resellers, system
integrators and computer retailers through its wholly-owned subsidiaries, CDS
Distribution, Inc., AmeriQuest/NCD, Inc. and its 50.1 percent owned
subsidiary, Robec, Inc. AmeriQuest is also a supplier of hard disk drive
subsystems compatible with leading business computers, through its wholly-
owned subsidiary, CMS Enhancements, Inc. ("CMS"). CMS also offers disk array,
magneto optical, CD-ROM, floppy disk drives and magnetic tape back-up
subsystems. Through its wholly-owned subsidiary, Kenfil, Inc., AmeriQuest
distributes business applications, utilities, graphics and communication
software to the Asian market.

The Company operates in the personal computer industry, which is affected by
significant technological change and short product life cycles. Competitors
have financial, marketing, or management resources substantially greater than
those of AmeriQuest. Product lines sold by AmeriQuest are also offered by many
other distributors, which in combination with short product life cycles, can
result in rapid declines in product gross margins. In addition, inventory is
subject to loss due to short-term technological obsolescence. No one customer
represents more than 10 percent of consolidated revenues. The Company's
largest vendor accounted for approximately 11% and 20% of the Company's
purchases during fiscal years 1995 and 1994, respectively. No other vendor
represented 10% or more of the Company's purchases in either fiscal year 1995
and 1994.

Basis of consolidation. The consolidated financial statements include the
accounts of AmeriQuest and its majority and wholly-owned subsidiaries. All
significant intercompany accounts and transactions have been eliminated.

Accounting period. The Company's fiscal year ends on the Saturday closest to
June 30, however, in 1994, Friday was used as the last day of the fiscal
period. The year ending dates for the past three fiscal years were July 1,
1995 and June 30, 1994 and 1993. For presentation purposes, all of the
aforementioned fiscal year ends are referred to as June 30.

Inventories. Inventories consist principally of computer hardware and
software held for resale and are stated at the lower of first-in, first-out
cost or market. Reserves for inventory obsolescence and slow moving product
are provided based upon specified criteria, such as recent sales activity and
date of purchase.

Property and equipment. Property and equipment are stated at cost.
Depreciation and amortization are computed using the straight line method over
estimated useful lives as follows:

<TABLE>
<S> <C>
Equipment.................................................... 5 years
Furniture and fixtures....................................... 5 years
Leasehold improvements....................................... Lease term
Vehicles..................................................... 3 to 5 years
</TABLE>

Maintenance, repairs and minor renewals are charged directly to expense as
incurred. Additions and betterments to property and equipment are capitalized.
When assets are disposed of, the related cost and accumulated depreciation
thereon are removed from the accounts and any resulting gain or loss is
included in operations.

Intangible assets. Intangible assets relate primarily to acquired
distribution channels and related vendor relationships and market positions.
Intangibles are amortized using the straight-line method from the date of

F-8
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
acquisition over the expected period to be benefitted, currently estimated at
10 years. In determining the appropriate amortization period the Company
considered the historical length of the acquiree's vendor relationships and
the overall size and quality of the vendors and their product offerings. On a
quarterly basis, the Company assesses the recoverability of intangible assets
based upon consideration of past performance and future expectations of
undiscounted cash flow on an acquisition by acquisition basis to the extent
separately identifiable, in accordance with Statement of Financial Accounting
Standards No. 121, "Accounting for the Impairment of Long Lived Assets and For
Long Lives Assets to be Disposed of". To the extent separate assessment of
such acquired intangibles is no longer feasible (i.e. as a result of
integrating multiple acquisitions into a single business unit) such assessment
is performed on a combined basis as appropriate.

During the fourth quarter of fiscal 1995 in anticipation of the completion
of Computer 2000 A.G.'s (Computer 2000) equity investment, the Company, with
input from Computer 2000 management, made the decision to terminate its
entertainment software business and to focus its management efforts and
capital in the higher margin, value-added products, application software and
computer hardware distribution businesses. Management determined that future
operating cash flow from certain regional acquisitions will not be sufficient
to recover the related intangible assets. As a result of these assessments,
the Company wrote-off approximately $23.8 million of intangibles related to
the termination of its entertainment software business and the impairment of
intangibles related to acquired regional distributors.

Market development funds. In general, vendors provide various incentive
programs to the Company. The funds received under these programs are
determined based on purchases and/or sales of the vendors' product and the
performance of certain training, advertising and other market development
activities. Revenue associated with these funds is recorded when earned either
as a reduction of selling, general and administrative expenses or product
cost, according to the specific nature of the program.

Sales recognition. Sales are recorded as of the date shipments are made to
customers. Sales returns and allowances are reflected as a reduction in sales
and recorded in inventory at expected net realizable value. The Company
permits the return of products within certain time limits and will exchange
returned products. Products that are defective upon arrival are handled on a
warranty return basis with the Company's vendors. The Company provides for
product warranty and return obligations at the point of sale based on
estimates of expected future costs.

Income taxes. The Company accounts for income taxes utilizing taxes from the
liability method required by Statement of Financial Accounting Standards No.
109 "Accounting for Income Taxes."

Net income (loss) per common share and common share equivalent. Net income
(loss) per common share and common share equivalent is computed by dividing
net income (loss) by the weighted average number of shares of common stock and
common stock equivalents outstanding. Common stock equivalents that increase
earnings per share or decrease loss per share are excluded from the
computation.

Reclassifications. Certain amounts in the prior periods have been
reclassified to conform to the current year's presentation.

F-9
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
2. ACQUISITIONS

The Company has pursued a strategy of growth through acquisition by
acquiring regional distributors with the goal of creating a national
distributor of value-added computers, subsystems and peripherals. The success
of this strategy is dependent upon the ability of the Company to effectively
consolidate and integrate the operations of the acquired businesses, combine
different cultures and obtain adequate financing to complete acquisitions and
fund working capital requirements. All of the Company's acquisitions completed
during fiscal years 1993 through 1995 have been accounted for in accordance
with the purchase method of accounting. The Company's Consolidated Financial
Statements include acquiree's results of operations from the effective
acquisition dates.

The per share valuation of the Company's common stock issued in connection
with the following acquisitions represents a discount from the quoted market
price, based upon the weighted average discounts received on recently
completed private equity cash transactions. Management believes this method of
valuation is the best indication of fair value due to the Company's thin stock
trading value and small public float.

Regional distributors. During fiscal year 1994 and 1993, CDS Distribution,
Inc., a wholly-owned subsidiary of the Company completed the acquisition of
several smaller regional distributors ("regional distributors"). Total
consideration given to complete these acquisitions was 1,730,330 shares of the
Company's common stock valued at $3 million. In fiscal 1995, as a result of
the acquisitions of Robec and NCD discussed below, these distributors were
considered to be redundant, resulting in their closure and the write off of
their intangibles of approximately $3.4 million.

Kenfil Inc. ("Kenfil"). As of June 1994, the Company acquired 51% of the
outstanding common stock of Kenfil for common stock of the Company. Kenfil
distributed microcomputer software in both the U.S. and Asia. As of September
1994, the Company acquired the remaining outstanding 49% of the common stock
of Kenfil and converted certain trade and subordinated debt of Kenfil for
common and preferred stock, subsequently converted to common stock of the
Company. During fiscal year 1995, the former U.S. operations of Kenfil,
including principally educational and entertainment software distribution,
were terminated by the Company. Total consideration given for the Kenfil
acquisition was 5,846,162 shares of the Company's common stock valued at
approximately $14 million, plus transaction costs of $785,000.

Robec, Inc. ("Robec"). As of September 1994, the Company acquired 50.1% of
the outstanding common stock of Robec for common stock of the Company. Robec
is a distributor of computer products and services, specializing in systems
and UNIX applications, and is based in Horsham, Pennsylvania. The Company
proposes to acquire the remaining 49.9% of outstanding common stock of Robec
during fiscal year 1996. In September 1995, Robec's shareholders approved the
acquisition by AmeriQuest of the remaining 49.9% of Robec common stock not
owned by the Company.

The Robec merger agreement requires the Company to issue additional common
shares to provide former and current Robec shareholders participating in the
merger with a minimum value associated with the Company's common stock issued
or to be issued to complete the merger transaction. Based upon the exchange
ratio included in the Robec merger agreement, 1,402,805 shares of the
Company's common stock valued at $2.7 million was issued in exchange for 50.1
percent of Robec's common stock in September 1994. Due to the minimum value
provisions and adjustments to the exchange ratio included in the amended Robec
merger agreement, an additional 6.8 million shares of the Company's common
stock is expected to be issued to complete the Robec merger. The additional
shares to be issued are valued at $5.8 million and is recorded as a long term
liability in the accompanying consolidated balance sheet. Total consideration
is expected to be 8.2 million shares of the Company's common stock valued at
$8.5 million, plus transaction costs of $265,000. Intangible assets recorded
at June 30, 1995 related to Robec are approximately $164,000.

F-10
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
The completion of the Robec merger is pending AmeriQuest shareholder
approval and an increase in the authorized number of AmeriQuest common stock
shares.

National Computer Distributors ("NCD"). In November 1994, the Company
acquired all of the outstanding common stock of NCD for cash and common stock
of the Company. NCD is a distributor of computer products and services,
specializing in systems and connectivity applications. Total consideration
given in the NCD acquisition was 1,864,767 shares of the Company's common
stock valued at $4.1 million and cash of $3.4 million. Intangible assets
recorded at June 30, 1995 related to NCD are approximately $9.7 million.

In connection with the issuance of the Company's common stock associated
with the NCD acquisition, the Company entered into a stock repurchase
agreement with holders of 661,586 shares of the Company's common stock. The
holders of the Company's common stock covered by this agreement have required
the Company to repurchase the stock at $3.50 per share which is recorded as a
current liability in the accompanying balance sheet.

Management believes that distribution channel access represents the most
significant intangible acquired in connection with the acquisitions discussed
above. Management initially assigned a 10 year economic life to this
intangible asset as that is the period of time that management expects to
derive benefit from the existing vendor relationships and market position.
Management determined that 10 years is an appropriate economic life based upon
the historical length of the acquiree's vendor relationships and the overall
size and quality of the acquiree's vendors and their product offerings. See
Note 1 for a discussion of the Company's policy for evaluating the realization
of intangible assets, the termination of the entertainment software business
and the related fiscal 1995 write-off of intangibles.

The following unaudited pro forma combined information shows the results of
the Company's operations for the fiscal years ended June 30, 1995 and 1994 as
though the acquisitions and the Computer 2000 equity investment (see Note 8)
all had occurred as of the beginning of each respective fiscal year (in
thousands except per share data):

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-----------------------
1995 1994
----------- -----------
<S> <C> <C>
Revenues......................................... $ 520,134 $ 613,606
Net loss......................................... 70,020 37,636
Net loss per share............................... 1.33 .75
Weighted average shares.......................... 52,729,000 50,405,380
</TABLE>

The pro forma results have been prepared for comparative purposes only and
are not necessarily indicative of the actual results of operations had the
acquisitions taken place at the beginning of the indicated period or the
results that may occur in the future. Furthermore, the pro forma results do
not give effect to cost savings or incremental costs which may occur as a
result of the integration and consolidation of the acquired companies.

The entertainment software business of Kenfil contributed revenues of $25
million and $139 million and incurred net losses of $25.9 million and $20.8
million on a pro forma basis during fiscal years 1995 and 1994, respectively.

The following unaudited condensed balance sheet information reflects the
financial position of the Company at June 30, 1995 as though the acquisition
of the remaining shares of Robec and the Computer 2000 equity investment had
occurred as of that date. The pro forma amounts do not reflect the results of
actual operations

F-11
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
subsequent to June 30, 1995 (i.e. to the extent losses were incurred
subsequent to June 30, 1995, such losses would result in a corresponding
reduction in shareholders' equity).

<TABLE>
<CAPTION>
JUNE 30, 1995
---------------------
AS REPORTED PRO FORMA
----------- ---------
<S> <C> <C>
Total current assets................................ $107,775 $107,775
======== ========
Total current liabilities........................... $129,202 $ 97,952
======== ========
Total long-term liabilities......................... $ 24,515 $ 667
======== ========
Shareholders' equity (deficit)...................... $(25,709) $ 29,389
======== ========
</TABLE>

The above presentation assumes that the Robec merger is completed in
accordance with the amended Robec merger agreement which results in the
issuance of approximately 6.8 million shares of the Company's common stock.
The issuance of the remaining shares is currently pending AmeriQuest
shareholder approval. If the final consummation of the merger were to include
consideration other than stock (i.e. cash or notes) the amount of pro forma
equity would be reduced by a corresponding amount.

3. INVENTORIES

Inventories consist of the following (in thousands):

<TABLE>
<CAPTION>
JUNE 30,
---------------
1995 1994
------- -------
<S> <C> <C>
Finished goods............................................ $46,628 $19,977
Raw materials and subassemblies........................... 2,473 4,188
------- -------
$49,101 $24,165
======= =======
</TABLE>

Inventories are reflected net of reserves of approximately $13.8 million and
$2.6 million at June 30, 1995 and 1994, respectively. Inventories do not
contain any labor or overhead.

The Company manages its inventories by maintaining sufficient quantities to
achieve high order fill rates while at the same time attempting to stock only
those products in high demand with a rapid turnover rate. Inventory balances
will fluctuate as the Company adds new product lines and when appropriate,
makes large purchases from manufacturers when the terms of such purchases are
considered advantageous. Short product life years and rapid technological
obsolescence significantly increases the risk of declines in inventory value
and the lack of recovery of inventory balances at recorded values. The
Company's contracts with most of its vendors provide price protection and
stock return privileges to reduce to some degree the risk of loss to the
Company due to manufacturer price reductions and slow moving or obsolete
inventory.

4. PROPERTY AND EQUIPMENT

Property and equipment consist of the following (in thousands):

<TABLE>
<CAPTION>
JUNE 30,
---------------
1995 1994
------- -------
<S> <C> <C>
Equipment................................................ $10,753 $ 5,106
Furniture and fixtures................................... 4,156 5,563
Leasehold improvements................................... 2,358 433
------- -------
17,267 11,102
Less accumulated depreciation and amortization........... 10,618 7,024
------- -------
$ 6,649 $ 4,078
======= =======
</TABLE>

F-12
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

5. NOTES PAYABLE

The Company maintains lines of credit with financial institutions which in
the aggregate provide for revolving credit of over $80 million at June 30,
1995 including a $20 million facility extended to Robec, Inc. Current lines of
credit totaling $27.5 million expire on December 31, 1995 related to NCD.
Management is currently negotiating a refinancing arrangement to replace the
expiring line of credit.

Borrowings under these facilities are limited to a contractual percentage of
eligible inventories and receivables. At June 30, 1995, all inventories and
accounts receivable were pledged as collateral under these facilities and the
lenders hold liens on substantially all of the other assets owned by the
Company. The terms of the lending agreements include certain restrictive
covenants which require the maintenance of specified financial covenants
generally related to tangible net worth, working capital and total debt to
tangible net worth. Borrowings under these lines bear interest from 1 to 3
percent over the prime rate and are limited to specified percentages of
AmeriQuest's eligible accounts receivable (a borrowing base in excess of $27.5
million) and inventories (a borrowing base of over $27.5 million). The
weighted average interest rate for borrowings under these credit facilities at
June 30, 1995, 1994 and 1993, were 11.2%, 8% and 10%, respectively.

At various dates during fiscal year 1995 and continuing at September 1995,
the Company was in default to its primary lender due to noncompliance with
certain financial ratio and covenant compliance. In October 1995, the Company
received a waiver from its primary lenders for non-compliance with the
financial covenants of NCD's credit agreement. The Company has also amended
its credit agreements covering its remaining borrowings to remove the
financial covenants which the Company was not in compliance with at June 30,
1995, pending renegotiation of those covenants. The amendment also allows the
lender to cancel the credit agreements with 60 days notice. At September 30,
1995, AmeriQuest, through NCD, had approximately $8 million available under
its existing credit facilities based upon available collateral.

The Company is in the process of negotiating the refinancing of its credit
agreements. Management expects that the Company will complete this refinancing
by December 31, 1995. Management believes that improvements in operating cash
flows resulting from the cost containment activities discussed above, together
with available borrowings on current credit agreements and the expected
refinancing will allow the Company to meet its obligations and capital needs
as they are required, through June 30, 1996.

6. INCOME TAXES

The deferred tax asset (liability) of the Company consists of the following
(in thousands):

<TABLE>
<CAPTION>
JUNE 30,
-----------------
1995 1994
-------- -------
<S> <C> <C>
Inventory reserves.......................................... $ 17,405 $ 481
Depreciation................................................ 268 331
Allowance for doubtful accounts............................. 12,488 153
Other....................................................... 10,962 (487)
Net operating loss carryforwards............................ 51,949 4,800
Valuation allowance......................................... (93,072) (5,545)
-------- -------
$ -- $ (267)
======== =======
</TABLE>

F-13
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

The principal elements accounting for the difference between income taxes
computed at the statutory rate and the effective rate are as follows (in
thousands):

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
-----------------------
1995 1994 1993
-------- ------- ----
<S> <C> <C> <C>
Federal tax expense (credit) computed at statutory
rate.................................................. $(23,648) $(3,200) $ 80
State taxes, net of federal benefit................... -- -- 15
Tax (benefit from) earnings of foreign operations..... -- -- (24)
Intangible write off.................................. 8,322 -- --
Effect of U.S. and foreign net operating losses....... 15,326 3,200 (71)
-------- ------- ----
$ -- $ -- $--
======== ======= ====
</TABLE>

At June 30, 1995, the Company had an income tax operating loss carryforward
of approximately $52 million, which is available to offset earnings in future
periods through 2010, subject to limitations discussed below. Of the Company's
consolidated net operating loss, $5 million relates to the Company's Robec
subsidiary which is not included in the Company's consolidated federal income
tax return. The Company experienced "ownership changes" in 1994 and 1995 for
income tax purposes, which will result in future annual limitations on the
utilization of net operating loss carryforwards to approximately $4 million
per year.

7. COMMITMENTS AND CONTINGENCIES

The Company leases its corporate office, warehouse space and certain
equipment under operating leases. Future minimum rental commitments for all
non-cancellable operating leases at June 30, 1995 are as follows (in
thousands):

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30,
- -------------------
<S> <C>
1996................................................................. $ 4,274
1997................................................................. 4,226
1998................................................................. 2,487
1999................................................................. 2,153
2000................................................................. 1,854
Thereafter............................................................ 6,841
-------
$21,835
=======
</TABLE>

Total rental expense under non-cancellable agreements for the years ended
June 30, 1995, 1994 and 1993 was approximately $4,291,000, $1,083,000 and
$694,000, respectively.

In June 1995, the Company entered into a settlement agreement with Microware
Corporation ("Microware") regarding a default judgment in the amount of $15.9
million which had been entered against the Company in favor of certain
shareholders of the defunct Microware. The underlying lawsuit relates to the
Company's decision not to proceed with the acquisition of Microware in early
1993. Under the terms of the settlement the Company issued 125,000 shares of
its common stock to the plaintiffs and paid $50,000 in cash in exchange for
vacation of the default judgement, without prejudice. The plaintiffs refiled
their claim in July 1995 seeking $8 million of compensatory damages and $50
million of punitive damages. Management, after discussion with counsel,
believes that the plaintiff's claim is without merit. The Company is also a
party to various other legal matters. Based upon discussions with counsel,
management believes that the ultimate outcome of these matters will not have a
material adverse effect on the Company's future financial position or its
results of operations.

The Company is contingently liable at June 30, 1995 under the terms of
repurchase agreements with financial institutions providing inventory
financing for dealers of the Company's products. The contingent liability
under those agreements approximates the amount financed, reduced by the resale
value of any products

F-14
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
which may be repurchased, and the risk of loss is spread over numerous dealers
and financial institutions. Losses under these agreements have been immaterial
in the past. Sales under these agreements during the years ended June 30,
1995, 1994 and 1993 were approximately $17 million, $7 million, and $6
million, respectively.

8. COMMON STOCK

In November 1994, AmeriQuest and Computer 2000 entered into an agreement
pursuant to which Computer 2000 agreed to invest approximately $50 million in
AmeriQuest in exchange for a majority ownership interest in AmeriQuest. Under
the agreement Computer 2000 initially loaned AmeriQuest $18 million.

In August 1995 Computer 2000 exchanged these notes for 810,811 shares of
AmeriQuest's Series A preferred stock (convertible into 8,108,110 shares of
common stock, subject to adjustment) and warrants to purchase 657,289 shares
of Series D preferred stock (convertible up to 6,572,890 shares of common
stock, subject to adjustment) exercisable at $0.53 per share of Series D
preferred stock ($0.05 per share of common stock on an as-if-converted to
common stock basis). The $18 million loan is reflected as a non-current
liability at June 30, 1995 in the accompanying consolidated balance sheet. In
addition, Computer 2000 purchased from AmeriQuest, for $31.2 million,
1,785,714 shares of Series B preferred stock (convertible into 17,857,140
shares of common stock) and warrants to purchase 746,186 shares of Series D
preferred stock (convertible up to 7,461,860 shares of common stock, subject
to adjustment) exercisable at $.53 per share of Series D preferred stock
($0.05 per share of common stock on an as-if-converted to common stock basis).
Assuming the exercise of warrants referred to above the conversion of the
preferred stock issuable upon such exercise and the conversion of the
preferred stock AmeriQuest will have issued 40 million shares of common stock
at an average purchase price of $1.25 per share and Computer 2000 will hold
approximately 62% of AmeriQuest's outstanding voting stock.

Further, in consideration for Computer 2000's exchange of the notes of $18
million and Computer 2000's additional investment of $31.2 million, AmeriQuest
also granted to Computer 2000 pari passu rights with respect to other
outstanding warrants, options and other rights to acquire shares of
AmeriQuest's Common Stock that AmeriQuest has previously granted, or is
obligated to grant in the future, to others:

(i) If AmeriQuest issues in connection with its acquisition of Robec any
shares in excess of 2,800,000 shares of common stock, including all shares
already issued and all shares issued in the future, including shares issued
upon the exercise of options or warrants granted, assumed or exchanged in
connection with the Robec acquisition, then Computer 2000 will have the
right, pursuant to certain warrants to be granted by AmeriQuest to purchase
a number of shares of Series E preferred stock as will be convertible into
a number of shares of common stock that will be equal to the number of
incremental shares that are issued in connection with the Robec
acquisition. The exercise price of the acquisition maintenance warrants
will be $1.25 per share of Series E preferred stock ($0.05 per share of
common stock on an as-if-converted to common stock basis).

(ii) In connection with a private placement in June 1995 AmeriQuest
issued common stock and warrants to investors, which included warrants to
purchase up to 5,148,574 shares of common stock at an exercise price of
$1.05 per share. If and to the extent that any of the unit warrants are
exercised, then Computer 2000 will have the right, pursuant to certain
warrants to be issued by AmeriQuest, to purchase a number of Series F
preferred stock that will be convertible into a number of shares of common
stock equal to the shares issued upon the exercise of the unit warrants.
The exercise price of these warrants will be $5.25 per share of Series F
preferred stock ($.525 per share of common stock on an as-if-converted to
common stock).

(iii) AmeriQuest granted to Computer 2000 an option to purchase a number
of shares of common stock that will be equal to the number of shares of
common stock that AmeriQuest issues upon exercise or conversion of all
currently outstanding options, warrants or other rights (other than shares
subject to the unit maintenance warrants and acquisitions maintenance) to
acquire (upon conversion or otherwise) any

F-15
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)
shares of common stock or other equity securities of AmeriQuest. This
option will be exercisable for the same consideration and on the same terms
as the consideration for which and terms under which such additional shares
are issued.

On August 31, 1995, after completion of the Computer 2000 equity investment
and assuming conversion of all the preferred stock to common stock, the
Company would have 48,931,961 shares of common stock outstanding. Assuming the
completion of the Robec merger and exercise of outstanding warrants and
Computer 2000's maintenance warrant arrangements, the Company would have
approximately 96 million shares of common stock outstanding.

In August 1994, the shareholders approved an increase in the authorized
common stock of the Company from 10 to 30 million shares, the effect of which
is reflected herein, however, in order to complete the Robec transaction (see
Note 2) and allow for the conversion of preferred stock held by Computer 2000,
additional common stock will be required to be authorized.

The Company has instituted various stock option plans which authorize the
granting of options to key employees, directors, officers, vendors and
customers to purchase shares of the Company's common stock. All grants of
options during the years presented have been to employees or directors and
were granted at the then quoted market price. A summary of shares available
for grant and the options outstanding under the plans are as follows:

<TABLE>
<CAPTION>
SHARES
AVAILABLE OPTIONS PRICE
FOR GRANT OUTSTANDING RANGE
--------- ----------- ----------
<S> <C> <C> <C>
BALANCES, JUNE 30, 1992........................ 134,500 138,782 $1.50-3.00
Increase in shares available for grant....... 140,000 -- --
Options granted.............................. (73,000) 73,000 2.00-2.50
Options exercised............................ -- (12,187) 1.50
Cancelled.................................... 6,750 (6,750) 2.50
------- ------- ----------
BALANCES, JUNE 30, 1993........................ 208,250 192,845 $1.50-3.00
Increase in shares available for grant....... 250,000 -- --
Options granted.............................. (20,000) 20,000 2.38-4.50
Options exercised............................ -- (41,667) 1.50-2.00
Cancelled.................................... 78,818 (78,818) --
------- ------- ----------
BALANCES, JUNE 30, 1994........................ 517,068 92,360 $1.50-4.50
Options exercised............................ -- (32,834) 1.50
Cancelled.................................... 2,625 (2,625) 1.50-2.38
------- ------- ----------
BALANCES, JUNE 30, 1995........................ 519,693 56,901 $1.50-4.50
======= ======= ==========
</TABLE>

The 56,901 options outstanding are currently exercisable.

In fiscal 1995 and 1994, warrants to acquire common stock of the Company
were issued to unrelated parties aggregating in connection with private equity
and other transactions, 7,490,574 shares, are exercisable at prices ranging
from $1.05 to $5 per share (the then quoted market price) and expire through
1999. In addition,non-qualified options to acquire an additional 1,422,291
shares of common stock are outstanding at exercise prices ranging from $1 to
$4.50 per share. Of this amount, options to acquire 782,291 shares have been
issued subject to the Company obtaining appropriate shareholder approval.

During 1995, the Company issued 457,692 shares of stock to various
employees, including 450,000 shares which were sold to members of management
at $2.50 per share in exchange for one-year promissory notes totaling
$1,125,000. As a result of Computer 2000's equity investment and the related
changes in management, the ultimate realizability of these notes is uncertain,
consequentially they have been reserved for in the accompanying financial
statements.

F-16
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(CONTINUED)

9. RESTRUCTURING

During fiscal year 1994, the Company restructured certain of its activities
in order to emphasize and streamline its operations, consistent with its core
capabilities in value-added distribution. The components of the restructuring
charges are as follows (dollars in thousands):

<TABLE>
<S> <C>
Employee terminations................................................... $ 500
Facilities abandonment.................................................. 300
Discontinued product lines.............................................. 4,900
------
$5,700
======
</TABLE>

10. FOREIGN SALES INFORMATION

A summary of the Company's operations by geographic area for the last three
years is as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED JUNE 30, 1995 U.S. FAR EAST ELIMINATION CONSOLIDATED
- ------------------------ -------- -------- ----------- ------------
<S> <C> <C> <C> <C>
Sales to unaffiliated customers...... $374,552 $42,019 $ -- $416,571
Transfers between geographic areas... $ -- $ -- $ -- $ --
Net sales............................ $374,552 $42,019 $ -- $416,571
Loss from operations................. $ 60,746 $ 751 $ -- $ 61,497
Identifiable assets.................. $122,548 $ 5,460 $ -- $128,008
<CAPTION>
YEAR ENDED JUNE 30, 1994 U.S. FAR EAST ELIMINATION CONSOLIDATED
- ------------------------ -------- -------- ----------- ------------
<S> <C> <C> <C> <C>
Sales to unaffiliated customers...... $ 62,089 $25,504 $ -- $ 87,593
Transfers between geographic areas... $ 4,107 $ 298 $(4,405) $ --
Net sales............................ $ 66,196 $25,802 $(4,405) $ 87,593
Loss from operations................. $ 7,182 $ 92 $ -- $ 7,274
Identifiable assets.................. $ 62,584 $ 2,561 $ -- $ 65,145
<CAPTION>
YEAR ENDED JUNE 30, 1993 U.S. FAR EAST ELIMINATION CONSOLIDATED
- ------------------------ -------- -------- ----------- ------------
<S> <C> <C> <C> <C>
Sales to unaffiliated customers...... $ 50,342 $22,740 $ -- $ 73,082
Transfers between geographic areas... $ -- $ 3,086 $(3,086) $ --
Net sales............................ $ 50,342 $25,826 $(3,086) $ 73,082
Income from operations............... $ 647 $ (160) $ -- $ 487
Identifiable assets.................. $ 17,170 $ 3,104 $ -- $ 20,274
</TABLE>

United States sales include export sales of approximately $6.4 million, $2.3
million and $2 million made principally to Europe, Latin America, the Far East
and Canada in fiscal years 1995, 1994 and 1993, respectively.

11. DISPOSITION

In August 1995, the Company completed the sale of its Singapore subsidiary,
("CMS Singapore") to a former officer and director of the Company. The Company
exchanged all of the stock of CMS Singapore for 350,000 shares of the
Company's previously issued common stock. Consideration received for the
divestiture of CMS Singapore is approximately equal to its net book value.
Sales of CMS Singapore approximated $20 million during fiscal 1995.

F-17
<PAGE>

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES

SCHEDULE II

AMERIQUEST TECHNOLOGIES, INC. AND SUBSIDIARIES VALUATION AND QUALIFYING
ACCOUNTS AND RESERVES (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
BALANCE ADDITIONS
AT CHARGED TO DEDUCTIONS-- BALANCE
BEGINNING COST AND ACCOUNTS AT END
DESCRIPTIONS OF PERIOD EXPENSES WRITTEN OFF OTHER OF PERIOD
------------ --------- ---------- ------------ ------ ---------
<S> <C> <C> <C> <C> <C>
Allowance for Doubtful
Accounts:
July 1, 1992 to June
30, 1993................. $ 403 $ 328 $ 478 -- $ 253
July 1, 1993 to June
30, 1994................. $ 253 $ 577 $ 353 -- $ 477
July 1, 1994 to June
30, 1995................. $ 477 $ 5,787 $ 622 3,930(1) $ 9,572
Inventory Reserve:
July 1, 1992 to June
30, 1993................. $7,425 $ 633 $ 4,962 -- $ 3,096
July 1, 1993 to June
30, 1994................. $3,096 $ 1,714 $ 2,177 -- $ 2,633
July 1, 1994 to June
30, 1995................. $2,633 $17,039 $13,354 $7,461(1) $13,779
</TABLE>
- --------
(1) Additions to reserves related to acquisitions and accounted for as part of
their purchase price allocation.

F-18
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
SEPTEMBER 30, JUNE 30,
1995 1995
------------- --------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets
Cash................................................. $ 210 $ 970
Accounts receivable, less allowance for doubtful
accounts of $9,021 and $9,572 as of September 30 and
June 30, 1995 respectively.......................... 51,013 56,342
Inventories.......................................... 42,335 49,101
Other current assets................................. 975 1,362
-------- --------
Total current assets............................... 94,533 107,775
-------- --------
Property and equipment, net............................ 7,527 6,649
Intangible assets, net................................. 10,536 10,411
Other assets........................................... 2,359 3,173
-------- --------
$114,955 $128,008
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable..................................... $ 36,216 $ 42,023
Notes payable........................................ 45,244 72,945
Other current liabilities............................ 9,244 14,234
-------- --------
Total current liabilities.......................... 90,704 129,202
-------- --------
Long-term obligations.................................. 6,686 6,515
-------- --------
Subordinated notes payable............................. -- 18,000
-------- --------
Commitments and contingencies
Stockholders' equity
Preferred stock, $0.1 par value; authorized
10,000,000 shares; issued and outstanding 2,596,525. 26 --
Common stock, $0.1 per value; authorized 30,000,000
shares; issued and outstanding 23,896,140 and
22,966,711 shares as of September 30, and June 30,
1995................................................ 239 230
Additional paid-in capital........................... 106,476 56,196
Accumulated deficit.................................. (89,176) (82,135)
-------- --------
Total stockholders' equity (deficit)............... 17,565 (25,709)
-------- --------
$114,955 $128,008
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-19
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
SEPTEMBER 30
----------------------
1995 1994
---------- ----------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Net sales............................................... $ 100,723 $ 49,476
Cost of sales........................................... 93,308 44,704
---------- ----------
Gross Profit.......................................... 7,415 4,772
Operating expenses
Selling, general and administrative................... 13,019 5,158
---------- ----------
Loss from operations.................................. (5,604) (386)
Interest expense...................................... 1,437 727
---------- ----------
Net Loss................................................ $ (7,041) $ (1,113)
========== ==========
Net loss per common share and common stock equivalent... $ (0.30) $ (0.10)
========== ==========
Weighted average shares................................. 23,786,127 11,622,873
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-20
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
SEPTEMBER 30
-----------------
1995 1994
-------- -------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Cash Flow from Operating Activities
Net loss................................................... $ (7,041) $(1,113)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization............................ 691 589
Provision for losses on accounts receivable.............. 758 127
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable............. 4,571 (2,269)
(Increase) decrease in inventories and other........... 6,766 (7,138)
(Increase) decrease in other assets.................... 868 (40)
Increase (decrease) in accounts payable and other...... (11,626) 841
-------- -------
Net cash used in operating activities...................... (5,013) (9,003)
-------- -------
Cash Flow from Investing Activities
Purchases of property and equipment...................... (361) (383)
Net cash paid for acquisition of businesses, net of
acquired cash of $1,656................................. -- 302
-------- -------
Net cash used in investing activities...................... (361) (81)
-------- -------
Cash Flow from Financing Activities
Proceeds from line of credit borrowings, net............. (27,701) 5,927
Proceeds from sale of preferred and common stock......... 32,315 1,335
-------- -------
Net cash provided by financing activities.................. 4,614 7,262
-------- -------
Decrease in cash........................................... (760) (1,822)
-------- -------
Cash--beginning of the year................................ 970 3,200
-------- -------
Cash--end of the year...................................... $ 210 $ 1,378
======== =======
</TABLE>

Supplemental Disclosures of Cash Flow Information

Interest on line of credit:
During the three months ended September 30, 1995 and
1994, the Company paid interest costs of $1,724,000 and
$727,000 respectively.

Income taxes: During the three months ended September 30, 1995 and
1994, the Company made no tax payments.

The accompanying notes are an integral part of these financial statements.

F-21
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 1995

(1) MANAGEMENT OPINION

The financial statements included herein have been prepared by AMERIQUEST
TECHNOLOGIES, INC. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
normally included in the financial statements prepared in accordance with
generally accepted accounting principles has been omitted pursuant to such
rules and regulations. However, the Company believes that the financial
statements, including the disclosures herein, are adequate to make the
information presented not misleading. It is suggested that the financial
statements be read in conjunction with the Company's audited financial
statements for the fiscal year ended June 30, 1995 included herein.

(2) LOSS PER SHARE

Loss per common share and common share equivalent is computed on the basis
of the weighted average number of common shares outstanding. No effect is
given to stock options as they are anti-dilutive.

(3) FISCAL PERIODS

The Company's fiscal year is the 52- or 53-week period ending on the
Saturday nearest to June 30 and its fiscal quarters are the 13- or 14-week
periods ending on the Saturday nearest to March 31, June 30, September 30, and
December 31. For clarity of presentation, the Company has described year-ends
presented as if the years ended on June 30 and quarter-ends presented as if
the quarters ended on March 31, June 30, September 30, and December 31. The
1994 and 1995 fiscal years are 52 weeks, while the quarters presented are 13
weeks in duration.

(4) COMPLETION OF THE ROBEC, INC. MERGER AND PRO FORMA DATA

November 13, 1995, AmeriQuest completed the acquisition of Robec, Inc.
through a merger whereby Robec has become a wholly-owned subsidiary of
AmeriQuest. In the merger, AmeriQuest issued 3,969,905 shares of common stock
to Robec's shareholders and assumed options held by Robec's employees to
purchase 301,978 shares of common stock. Under the terms of the original
acquisition agreement, at the closing of the merger, certain principal
stockholders of Robec were entitled to receive 2,583,010 additional shares of
AmeriQuest common stock as partial consideration for shares of Robec common
stock previously exchanged; however, AmeriQuest did not have sufficient
authorized common stock to issue these additional shares. In lieu of the
issuance of these additional shares at the merger closing, the Robec principal
shareholders were issued shares of AmeriQuest preferred stock convertible into
2,583,010 shares of AmeriQuest common stock upon the approval of AmeriQuest's
shareholders and satisfaction by AmeriQuest of certain other conditions. The
preferred stock carries a stock dividend at an initial rate of 15% per annum.
The acceptance of the preferred stock in lieu of common shares represents an
accommodation by the former principal shareholders of Robec, permitting the
merger to go forward in advance of AmeriQuest stockholder approval of the
conversion of the preferred stock into common stock and the increase in
AmeriQuest's authorized common stock to a number of shares sufficient for the
conversion to be accomplished.

The following unaudited pro forma combined information shows the results of
the Company's operations for the three months ended September 30, 1995 and
1994 as though the acquisitions and the Computer 2000 equity investment all
had occurred as of the beginning of each respective period (in thousands
except per share data):

F-22
<PAGE>

<TABLE>
<CAPTION>
QUARTER ENDED SEPTEMBER 30,
---------------------------
1995 1994
------------- -------------
<S> <C> <C>
Revenues..................................... $ 100,723 $ 133,191
Gross profit................................. 7,415 9,409
Net loss..................................... 7,041 3,936
Net loss per share........................... $ 0.11 $ 0.08
Weighted average shares...................... 61,817,901 51,401,784
</TABLE>

F-23
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

CONSOLIDATED CONDENSED BALANCE SHEETS

(UNAUDITED)

<TABLE>
<CAPTION>
DECEMBER 31, SEPTEMBER 30,
1995 1995
------------ -------------
(DOLLARS IN THOUSANDS)
<S> <C> <C>
ASSETS
Current assets
Cash.............................................. $ 1,045 $ 210
Accounts receivable, less allowance for doubtful
accounts of $8,306 and $9,572 as of December 31
and September 30, 1995 respectively.............. 48,273 51,013
Inventories....................................... 48,015 42,335
Other current assets.............................. 842 975
-------- --------
Total current assets............................ 98,175 94,533
-------- --------
Property and equipment, net......................... 5,992 7,527
Intangible assets, net.............................. 10,286 10,536
Other assets........................................ 698 2,359
-------- --------
$115,151 $114,955
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable.................................. $ 28,944 $ 36,216
Notes payable..................................... 63,011 45,244
Other current liabilities......................... 2,910 9,244
-------- --------
Total current liabilities....................... 94,865 90,704
-------- --------
Long-term obligations............................... 6,907 6,686
-------- --------
Commitments and contingencies
Stockholders' equity
Preferred stock, $.01 par value; authorized
5,000,000 shares; issued and outstanding
2,622,355 and 2,596,525 shares as of December 31,
and September 30, 1995........................... 53 26
Common stock, $.01 par value; authorized
30,000,000 shares; issued and outstanding
27,948,545 and 23,896,140 shares as of December
31, and September 30, 1995....................... 279 239
Additional paid-in capital........................ 110,477 106,476
Accumulated deficit............................... (97,430) (89,176)
-------- --------
Total stockholders' equity (deficit)............ 13,379 17,565
-------- --------
$115,151 $114,955
======== ========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-24
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31
----------------------
1995 1994
---------- ----------
(DOLLARS IN
THOUSANDS)
<S> <C> <C>
Net sales............................................... $ 101,471 $ 123,529
Cost of sales........................................... 93,788 117,052
---------- ----------
Gross Profit.......................................... 7,683 6,477
Operating expenses
Selling, general and administrative................... 11,118 9,596
Lease termination costs............................... 3,700 --
---------- ----------
Loss from operations.................................. (7,135) (3,119)
Interest expense...................................... 1,119 1,937
---------- ----------
Net Loss................................................ $ (8,254) $ (5,056)
========== ==========
Net loss per common share and common stock equivalent... $ (0.32) $ (0.25)
---------- ----------
Weighted average shares................................. 25,917,411 19,834,322
========== ==========
</TABLE>

The accompanying notes are an integral part of these financial statements.

F-25
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
DECEMBER 31
--------------------
1995 1994
--------- ---------
<S> <C> <C>
Cash Flow from Operating Activities
Net loss................................................ $ (8,254) $ (5,056)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depreciation and amortization......................... 485 678
Provision for losses on accounts receivable........... 546 1,387
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable........... 2,194 (6,913)
(Increase) decrease in inventories and other......... (5,547) (7,056)
(Increase) decrease in other assets.................. 3,052 640
Increase (decrease) in accounts payable and other.... (9,542) (10,899)
--------- ---------
Net cash used in operating activities................... (17,066) (27,219)
--------- ---------
Cash Flow from Investing Activities
Purchases of property and equipment..................... (91) (664)
Net cash paid for acquisition of businesses, net of cash
acquired............................................... -- (2,275)
--------- ---------
Net cash used in investing activities................... (91) (2,939)
--------- ---------
Cash Flow from Financing Activities
Proceeds from line of credit borrowings, net............ 17,988 11,585
Proceeds from sale of preferred and common stock........ 4 3,602
Proceeds from subordinated debt......................... -- 18,000
--------- ---------
Net cash provided by financing activities............... 17,992 33,187
--------- ---------
Decrease in cash......................................... 835 3,029
--------- ---------
Cash--beginning of the year.............................. 210 1,378
--------- ---------
Cash--end of the year.................................... $ 1,045 $ 4,407
========= =========
</TABLE>

Supplemental Disclosures of Cash Flow Information

Interest on line of credit:

During the three months ended December 31, 1995 and 1994, the Company
paid interest costs of $1,091,000 and $1,388,000 respectively.

Income taxes:

During the three months ended December 31, 1995 and 1994, the Company
made no tax payments.

The accompanying notes are an integral part of these financial statements.

F-26
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

NOTES TO UNAUDITED CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

DECEMBER 31, 1995

(1) MANAGEMENT OPINION

The financial statements included herein have been prepared by AMERIQUEST
TECHNOLOGIES, INC. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information
normally included in the financial statements prepared in accordance with
generally accepted accounting principles has been omitted pursuant to such
rules and regulations. However, the Company believes that the financial
statements, including the disclosures herein, are adequate to make the
information presented not misleading. It is suggested that the financial
statements be read in conjunction with the Company's audited financial
statements for the fiscal year ended June 30, 1995 included herein.

(2) LOSS PER SHARE

Loss per common share and common share equivalent is computed on the basis
of the weighted average number of common shares outstanding. No effect is
given to stock options as they are anti-dilutive.

(3) FISCAL PERIODS

The Company's fiscal year is the 52- or 53-week period ending on the
Saturday nearest to September 30 and its fiscal quarters are the 13- or 14-
week periods ending on the Saturday nearest to December 31, March 31, June 30
and September 30. For clarity of presentation, the Company has described year-
ends and presented as if the years ended on September 30 and quarter-ends
presented as if the quarters ended on December 31, March 31, and June 30. The
1994 and 1995 fiscal years are 52 weeks, while the quarters presented are 13
weeks in duration.

The Company changed its fiscal year end to September 30 on September 30,
1995. The attached financials do not include the operations from July 1, 1995
through September 30, 1995.

(4) PRO FORMA DATA

The following unaudited pro forma combined information shows the results of
the Company's operations for the three months ended December 30, 1995 and 1994
as though the acquisitions and the Computer 2000 equity investment all had
occurred as of the beginning of each respective period (in thousands except
per share data):

<TABLE>
<CAPTION>
QUARTER ENDED
DECEMBER 31,
---------------------
1995 1994
---------- ----------
<S> <C> <C>
Revenues........................................... $ 101,471 $ 143,377
Gross profit....................................... 7,683 8,060
Net loss........................................... 8,254 5,451
Net loss per share................................. $ .13 $ .09
Weighted average shares............................ 61,584,520 57,686,766
</TABLE>

F-27
<PAGE>

AMERIQUEST TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--(CONTINUED)

DECEMBER 31, 1995

(5) NOTES PAYABLE

The Company maintains lines of credit with financial institutions which in
the aggregate provide for revolving credit of over $66 million at December 31,
1995, and floor planning arrangements with lines of credit totaling $45
million. Available lines total 38 million at December 31, 1995. During the
quarter the line of credit with U.S. banks were replaced with bank lines from
four German-based banks at Libor based financing. The lines are guaranteed by
Computer 2000 through June 30, 1996. Management expects that with Computer
2000's direct and indirect help current working arrangements will allow the
Company to meet its obligations and capital needs as they arise through, 1996.
If the Company is unsuccessful in extending current lines of credit management
believes that equity capital will be obtainable to fund working capital needs.

F-28
<PAGE>

PROXY
AMERIQUEST TECHNOLOGIES, INC.

PROXY FOR 1996 ANNUAL MEETING OF STOCKHOLDERS
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints D. Stephen DeWindt and Holger Heims, and each of
them, the attorney and proxy of the undersigned, with full power of
substitution, and hereby authorizes them to represent and to vote all the shares
of Common Stock and Preferred Stock of AmeriQuest Technologies, Inc.
("AmeriQuest"), which the undersigned is entitled to vote at the 1996 Annual
Meeting of Stockholders of AmeriQuest (the "Meeting") to be held at the Red Lion
Hotel, 3050 Bristol St., Costa Mesa, California 92626, on March 29, 1996, at
1:00 p.m., local time, and at any and all postponements or adjournments thereof,
with all the powers the undersigned would possess if personally present, as
directed on the reverse side:

THIS PROXY WILL BE VOTED AS DIRECTED ON THE REVERSE SIDE. WHEN NO CHOICE IS
INDICATED, THIS PROXY WILL BE VOTED FOR THE ELECTION OF ALL NOMINEES LISTED IN
PROPOSAL 1, FOR PROPOSAL 2, FOR PROPOSAL 3, FOR PROPOSAL 4, FOR PROPOSAL 5, FOR
PROPOSAL 6, AND FOR PROPOSAL 7. In their discretion, the proxy holders are
authorized to vote upon such other business as may properly come before the
Meeting or any adjournments or postponements thereof to the extent authorized by
Rule 14a-4(c) promulgated under the Securities Exchange Act of 1934, as amended.

TO VOTE IN ACCORDANCE WITH THE RECOMMENDATION OF THE BOARD OF DIRECTORS, JUST
SIGN AND DATE THIS PROXY.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>

[X] Please mark your
votes as in this
example.

1. ELECTION OF DIRECTORS.

FOR all nominees WITHHOLDING
listed at right (except AUTHORITY
as provided to the to vote for all
contrary below)* nominees at right

[_] [_]

INSTRUCTION: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided below:

- --------------------------------------------------------------------------------

The Board of Directors recommends that you vote FOR election of all Nominees
and FOR proposals 2, 3, 4, 5, 6 and 7

Nominees: D. Stephen DeWindt
Harry Krischik
Marc L. Werner
Mark C. Mulford
Holger Heims
Harold L. Clark
Robert H. Beckett

* If any nominee is unable to serve, or for good cause will not serve, proxy
will be voted for a substitute nominee determined by the proxy holders.

2. TO APPROVE AN AMENDMENT TO AMERIQUEST'S CERTIFICATE OF INCORPORATION TO
INCREASE THE AUTHORIZED NUMBER OF SHARES OF COMMON STOCK ISSUABLE BY
AMERIQUEST FROM 30,000,000 SHARES TO 200,000,000 SHARES.

FOR AGAINST ABSTAIN

[_] [_] [_]

3. TO APPROVE AN AMENDMENT TO AMERIQUEST'S CHARTER DOCUMENTS TO PERMIT THE
REISSUANCE OF PREFERRED STOCK.

FOR AGAINST ABSTAIN

[_] [_] [_]

4. TO APPROVE THE CONVERSION OF AMERIQUEST SERIES G PREFERRED STOCK INTO
AMERIQUEST COMMON STOCK.

FOR AGAINST ABSTAIN

[_] [_] [_]

5. TO RATIFY CERTAIN PRIOR ISSUANCES BY AMERIQUEST OF SECURITIES.

FOR AGAINST ABSTAIN

[_] [_] [_]

6. TO APPROVE THE ADOPTION OF THE 1996 EQUITY INCENTIVE PLAN FOR AWARDS FOR UP
TO 2,000,000 SHARES OF AMERIQUEST COMMON STOCK.

FOR AGAINST ABSTAIN

[_] [_] [_]

7. TO RATIFY THE SELECTION OF ARTHUR ANDERSEN LLP AS INDEPENDENT ACCOUNTANTS
FOR AMERIQUEST FOR FISCAL YEAR 1996.

FOR AGAINST ABSTAIN

[_] [_] [_]

8. THE TRANSACTION OF SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE
MEETING OR ANY ADJOURNMENTS OR POSTPONEMENTS OF THE MEETING.

- -------------------------------------------------------------------------------
(Signature(s) of Stockholder or Authorized Signatory)

- -------------------------------------------------------------------------------
(Print Stockholder(s) name)

DATE: , 1996
------------------

NOTE: Please sign exactly as your name(s) appear(s) on your stock certificate.
If shares of stock stand of record in the names of two or more persons or
in the name of husband and wife, whether as joint tenants or otherwise,
both or all of such persons should sign this Proxy. If shares of stock
are held of record by a corporation, this Proxy should be executed by the
president or vice president and the secretary or assistant secretary.
Executors, administrators or other fiduciaries who execute this Proxy for
a deceased stockholder should give their full title. Please date this
Proxy.