AMENDMENT NUMBER ONE
                         TO LOAN AND SECURITY AGREEMENT


          THIS AMENDMENT NUMBER ONE TO LOAN AND SECURITY AGREEMENT, dated as of
November 2, 1998 (this "Amendment"), is entered into by and among QUESTRON
TECHNOLOGY, INC., a Delaware corporation, QUESTRON DISTRIBUTION LOGISTICS, INC.,
a Delaware corporation, INTEGRATED MATERIAL SYSTEMS, INC., an Arizona
corporation, POWER COMPONENTS, INC., a Pennsylvania corporation, CALIFORNIA
FASTENERS, INC., a California corporation, COMP WARE, INC., a Delaware
corporation doing business as Webb Distribution, FAS-TRONICS, INC., a Texas
corporation, and FORTUNE INDUSTRIES, INC., a Texas corporation (individually and
collectively, and jointly and severally, "Borrower"), each of the Lenders,
CONGRESS FINANCIAL CORPORATION (FLORIDA), a Florida corporation, as
Administrative Agent, and MADELEINE L.L.C., a New York limited liability
company, as Collateral Agent.

This Amendment is entered into with reference to the following facts:

          A. Borrower heretofore entered into that certain Loan and Security
          Agreement, dated as of September 24, 1998 (as amended, restated,
          supplemented, or otherwise modified from time to time, the
          "Agreement") with the financial institutions identified therein as the
          "Lenders", Congress Financial Corporation (Florida), a Florida
          corporation, as Administrative Agent, and Madeleine L.L.C., as
          Collateral Agent (individually and collectively, the "Lender Group").

          B. Borrower has requested the Lender Group to amend the Agreement to,
          among other things, provide a letter of credit facility in accordance
          with the terms and conditions hereof and the Lender Group is willing
          to so amend the Agreement in accordance with the terms and conditions
          hereof.

          D. All capitalized terms used herein and not defined herein shall have
          the meanings ascribed to them in the Agreement, as amended hereby.

          NOW, THEREFORE, in consideration of the above recitals and the mutual
promises contained herein, Borrower and the Lender Group hereby agree as
follows:

1.   Amendments to Agreement.

     a.   The following definitions set forth in Appendix A of the Agreement
          hereby are amended and restated in their entirety to read as follows:

               Commitment - Revolving Credit Commitment, Letter of Credit
          Sub-Commitment, Term Loan Commitment, or Total Commitment, as the
          context requires.

                                     
<PAGE>

               Eligible Inventory - such Inventory of Borrower (other than
          packaging materials and supplies) which Administrative Agent, in its
          sole credit judgment, deems to be Eligible inventory. Without limiting
          the generality of the foregoing, no Inventory shall be Eligible
          Inventory if:

                              (a) it is not finished goods that is, in
                    Administrative Agent's opinion, readily marketable in its
                    current form, or

                              (b) it is not in good, new, and saleable
                    condition, or

                              (c) it is slow-moving, obsolete (i.e., it has been
                    in Borrower's inventory for more than 365 days), or
                    unmerchantable, or

                              (d) it does not meet all standards imposed by any
                    governmental agency or authority, or

                              (e) it does not conform in all respects to the
                    warranties and representations set forth in the Agreement,
                    or

                              (f) it is not at all times subject to Collateral
                    Agent's duly perfected first priority security interest, and
                    is not subject to any other Lien except a Permitted Lien, or

                              (g) it is not situated at a location in compliance
                    with the Agreement (including any location that is neither
                    owned by Borrower nor the subject of a Collateral Access
                    Agreement in full force and effect) or is in transit, or

                              (h) it is purchased under a Commercial Letter of
                    Credit, unless such Commercial Letter of Credit either has
                    been drawn in full and reimbursed or has expired undrawn.

               Obligations - all Loans and all other advances, debts,
          liabilities, obligations (including contingent reimbursement
          obligations under any outstanding Letter of Credit Accommodations),
          covenants, and duties, together with all interest, fees, and other
          charges owing, arising, due or payable from Borrower to any Lender of
          any kind or nature, present or future, whether or not evidenced by any
          note, guaranty, or other instrument, whether arising under the
          Agreement or any of the other Loan Documents or otherwise whether
          direct or indirect (including those acquired by assignment), absolute
          or contingent, primary or secondary, due or to become due, now
          existing or hereafter arising, and however acquired.

               Other Agreements - the Fee Letter, the Suretyship Agreement,
          the Revolving Notes, the Term Notes, the Subordination Agreement, the
          Post-Closing Letter, the Dominion Account Agreements, the Letter of
          Credit Accommodations, and any and all other agreements, instruments,
          and documents (other than this Agreement and the Security Documents),
          heretofore, now, or hereafter executed by Borrower, any Subsidiary of
          Borrower, or any other third party and delivered


                                       2
<PAGE>

          to the Lender Group in respect of the transactions contemplated by the
          Agreement.

               Pro Rata Share - (a) with respect to a Lender's obligation
          to make Revolving Credit Loans and receive payments relative thereto,
          the percentage obtained by dividing (i) such Lender's Revolving Credit
          Commitment, as set forth on Schedule C-1, by (ii) the aggregate
          Revolving Credit Commitments of all Lenders, as set forth on Schedule
          C-1;

                    (b) with respect to a Lender's obligation to participate in
          Letter of Credit Accommodations, and receive payments of fees with
          respect thereto, the percentage obtained by dividing (i) such Lender's
          Letter of Credit Sub-Commitment, as set forth on Schedule C-1, by (ii)
          the aggregate Letter of Credit Sub-Commitments of all Lenders, as set
          forth on Schedule C-1

                    (c) with respect to a Lender's obligation to make Term Loan
          A and receive payments relative thereto, the percentage obtained by
          dividing (i) such Lender's Term Loan A Commitment, as set forth on
          Schedule C-1, by (ii) the aggregate Term Loan A Commitments of all
          Lenders, as set forth on Schedule C-1;

                    (d) with respect to a Lender's obligation to make Term Loan
          B and receive payments relative thereto, the percentage obtained by
          dividing (i) such Lender's Term Loan B Commitment, as set forth on
          Schedule C-1, by (ii) the aggregate Term Loan B Commitments of all
          Lenders, as set forth on Schedule C-1; and

                    (e) with respect to all other matters (including the
          indemnification obligations arising under Section 11.5), the
          percentage obtained by dividing (i) such Lender's Total Commitments to
          make Loans, as set forth on Schedule C-1, by (ii) the aggregate Total
          Commitments of all Lenders, as set forth on Schedule C-1.

               Revolving Facility Usage - as of any date of determination,
          the sum of the aggregate amount of Revolving Credit Loans outstanding
          and the LC Amount.



     b.   Appendix A of the Agreement hereby is amended by adding
          thereto the following new definitions in proper alphabetical
          order:

               Commercial Letter of Credit - means a documentary letter of
          credit issued by Administrative Agent or any of Administrative Agent's
          Affiliates for the account of Borrower to support the purchase by
          Borrower of Inventory prior to transit to a location set forth on
          Schedule 6.1.1, that provides that all draws thereunder must require
          presentation of customary documentation (including, if applicable,
          commercial invoices, packing list, certificate of origin, bill of
          lading or airwaybill, customs clearance documents, quota statement,
          inspection certificate, beneficiaries statement, and bill of exchange,
          bills of lading, dock



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<PAGE>






          warrants, dock receipts, warehouse receipts, or other documents of
          title) in form and substance satisfactory to Administrative Agent and
          reflecting the passage to Borrower of title to first quality Inventory
          conforming to Borrower's contract with the seller thereof. Any such
          Letter of Credit shall cease to be a "Commercial Letter of Credit" at
          such time, if any, as the goods purchased thereunder become Eligible
          Inventory.

               LC Amount - at any time, an amount equal to the sum of (a)
          100% of the aggregate undrawn face amount of all Standby Letters of
          Credit and LC Guaranties of Standby Letters of Credit then
          outstanding, and (b) 50% of the aggregate undrawn face amount of all
          Commercial Letters of Credit and LC Guaranties of Commercial Letters
          of Credit then outstanding.

               LC Exposure - at any time, an amount equal to the sum of (a) 100%
          of the aggregate undrawn face amount of all Standby Letters of Credit
          and LC Guaranties of Standby Letters of Credit then outstanding, and
          (b) 100% of the aggregate undrawn face amount of all Commercial
          Letters of Credit and LC Guaranties of Commercial Letters of Credit
          then outstanding.

               LC Guaranty - any guaranty pursuant to which Administrative Agent
          or any Affiliate of Administrative Agent shall guaranty the payment or
          performance by Borrower of its reimbursement obligation under any
          letter of credit.

               Letter of Credit - any Standby Letter of Credit or Commercial
          Letter of Credit.

               Letter of Credit Accommodations - Letters of Credit or LC
          Guaranties.

               Letter of Credit Sub-Commitment - for each Lender, the obligation
          of such Lender to participate in Letter of Credit Accommodations, in
          an aggregate amount at one time outstanding with respect to each such
          Lender up to but not exceeding the amount set forth opposite the name
          of such Lender under Letter of Credit Sub-Commitment on Schedule C-1.
          The Letter of Credit Sub-Commitment of any Lender is a sub-commitment
          of such Lender's Revolving Credit Commitment and is not to be added to
          such Lender's Revolving Credit Commitment or Total Commitment.

               Standby Letter of Credit - any letter of credit issued by
          Administrative Agent or any of Administrative Agent's Affiliates for
          the account of Borrower other than a Commercial Letter of Credit.



     c.   Section 1.1.1 of the Agreement hereby is amended and restated in its
          entirety to read as follows:

               1.1.1 Loans and Reserves. Each Revolving Credit Lender agrees,
          ratably in accordance with its respective Revolving Credit Commitment,
          and subject to the satisfaction of the applicable conditions precedent
          set forth in



                                       4
<PAGE>







          Sections 9 and 9A hereof, to make Revolving Credit Loans to Borrower
          from time to time, as requested by Borrower in the manner set forth in
          Section 3.1.1 hereof, up to a maximum principal amount at any time
          outstanding not to exceed such Lender's Pro Rata Share (in accordance
          with its Revolving Credit Commitment) of an amount equal to the lesser
          of (a) the Maximum Amount minus the LC Amount, or (b) the Borrowing
          Base at such time minus the LC Amount and the amount of reserves, if
          any, established by Administrative Agent as set forth below.
          Administrative Agent shall have the right to establish reserves in
          such amounts, and with respect to such matters, as Administrative
          Agent deem in good faith necessary or appropriate, against the amount
          of Revolving Credit Loans which Borrower may otherwise request under
          this Section 1.1.1, including, without limitation, with respect to (i)
          price adjustments, damages, unearned discounts, returned products or
          other matters for which credit memoranda are issued in the ordinary
          course of Borrower's business, (ii) shrinkage, spoilage, and
          obsolescence of Inventory, (iii) slow moving Inventory, (iv) sums
          chargeable against Borrower's Loan Account as Revolving Credit Loans
          under any section of this Agreement, (v) amounts owing by Borrower to
          any Person to the extent secured by a Lien on, or trust over, any
          Property of Borrower, and (vi) such other matters, events, conditions,
          or contingencies as to which Administrative Agent, in its good faith
          sole credit judgment, determines reserves should be established from
          time to time hereunder. The Revolving Credit Loans shall be evidenced
          hereby and by the Revolving Notes, shall be secured by all of the
          Collateral, and shall constitute Obligations.



     d.   A new Section 1.4 of the Agreement hereby is added to the Agreement in
          proper alphanumerical order as follows:

               1.4  Letter of Credit Accommodations.

                    (a) For so long as no Default or Event of Default exists and
          subject to and upon the terms and conditions contained herein
          (including Sections 9 and 9A), at the written request of Borrower,
          Administrative Agent, on behalf of the Revolving Credit Lenders
          (ratably in accordance with their respective Letter of Credit
          Sub-Commitments), agrees to provide or arrange for Letter of Credit
          Accommodations for the account of Borrower containing terms and
          conditions acceptable to Administrative Agent and (if other than
          Administrative Agent) the issuer thereof.

                    (b) In addition to any charges, fees or expenses charged by
          any bank or issuer in connection with the Letter of Credit
          Accommodations, Borrower shall pay to Administrative Agent, for the
          ratable benefit of the Revolving Credit Lenders, a Letter of Credit
          Accommodation fee at a rate equal to 2.75% per annum on the daily
          outstanding balance of the Letter of Credit Accommodations for the
          immediately preceding month (or part thereof), payable in arrears as
          of the first day of each succeeding month, except that Borrower shall
          pay to Administrative Agent, for the ratable benefit of the Revolving
          Credit Lenders,



                                       5
<PAGE>







          such Letter of Credit Accommodation fee, at the Required Lender's
          option, without notice, at a rate equal to 5.75% per annum on such
          daily outstanding balance for: (i) the period from and after the date
          of termination hereof until the Lender Group has received full and
          final payment of all Obligations (notwithstanding the entry of any
          judgment against Borrower) and (ii) the period from and after the date
          of the occurrence of an Event of Default for so long as such Event of
          Default is continuing as determined by the Required Lenders. Such
          Letter of Credit Accommodation fee shall be calculated on the basis of
          a three hundred sixty (360) day year and actual days elapsed and the
          obligation of Borrower to pay such fee shall survive the termination
          of this Agreement. Any and all charges, commissions, fees, and costs
          incurred by the Lender Group relating to the Letters of Credit
          Accommodations shall be considered Obligations for purposes of this
          Agreement and immediately shall be reimbursable by Borrower to
          Administrative Agent for the benefit of the Lender Group.

                    (c) Letter of Credit Accommodations shall be available only
          if and to the extent that, on the date of the proposed issuance of any
          Letter of Credit Accommodations, the LC Exposure shall not exceed the
          lesser of (i) $1,000,000, and (ii) the lesser of (1) the Maximum
          Amount minus the then aggregate outstanding principal amount of
          Revolving Credit Loans, or (2) the Borrowing Base at such time minus
          the then aggregate outstanding principal amount of Revolving Credit
          Loans.

                    (d) Without the prior written consent of the Required
          Lenders, Borrower shall not request any Letter of Credit Accommodation
          with an expiration date that is after the last day of the Term.
          Borrower agrees immediately to reimburse Administrative Agent for the
          benefit of the Lender Group for any amounts paid by the Lender Group
          with respect to Letter of Credit Accommodations and Borrower and the
          Lender Group agree that any amounts paid by the Lender Group under any
          Letter of Credit Accommodation and not reimbursed by Borrower shall
          constitute additional Revolving Credit Loans pursuant to Section
          3.1.1(b), shall be secured by all of the Collateral, and shall bear
          interest and be payable at the same rate and in the same manner as all
          other Revolving Credit Loans.

                    (e) Immediately upon issuance of any Letter of Credit
          Accommodation in accordance with this Section 1.4, each Revolving
          Credit Lender shall be deemed to have irrevocably and unconditionally
          purchased and received, without recourse or warranty, an undivided
          interest and participation in the credit support or enhancement
          provided through Administrative Agent to such issuer in connection
          with the issuance of such Letter of Credit Accommodation equal to such
          Lender's Pro Rata Share (based upon its respective Letter of Credit
          Sub-Commitment) of the face amount of such Letter of Credit
          Accommodation (including, without limitation, all obligations of
          Borrower with respect thereto, and any security therefor or guaranty
          pertaining thereto). In the event any payment by or on behalf of
          Borrower received by Administrative Agent with respect to any Letter
          of Credit Accommodation (or any guaranty by Borrower or reimbursement
          obligation of Borrower relating thereto) and distributed by



                                       6
<PAGE>






          Administrative Agent to the Revolving Credit Lenders on account of
          their respective participations therein is thereafter set aside,
          avoided, or recovered from Administrative Agent in connection with any
          receivership, liquidation, or bankruptcy proceeding, each of the
          Revolving Credit Lenders shall, upon demand by Administrative Agent,
          pay to Administrative Agent such Lender's Pro Rata Share (based upon
          its respective Letter of Credit Sub-Commitment) of such amount set
          aside, avoided, or recovered, together with interest at the rate
          required to be paid by Administrative Agent upon the amount required
          to be repaid by it.

                    (f) Borrower shall indemnify and hold the Lender Group
          harmless from and against any and all losses, claims, damages,
          liabilities, costs and expenses which the Lender Group may suffer or
          incur in connection with any Letter of Credit Accommodations and any
          documents, drafts or acceptances relating thereto, including any
          losses, claims, damages, liabilities, costs and expenses due to any
          action taken by any issuer or correspondent with respect to any Letter
          of' Credit Accommodation. Borrower assumes all risks with respect to
          the acts or omissions of the drawer under or beneficiary of any Letter
          of Credit Accommodation and for such purposes the drawer or
          beneficiary shall be deemed Borrower's agent. Borrower assumes all
          risks for, and agrees to pay, all foreign, federal, state, and local
          taxes, duties and levies relating to any goods subject to any Letter
          of Credit Accommodations or any documents, drafts or acceptances
          thereunder. Borrower hereby releases and holds the Lender Group
          harmless from and against any acts, waivers, errors, delays or
          omissions, whether caused by Borrower, by any issuer or correspondent
          or otherwise with respect to or relating to any Letter of Credit
          Accommodation, The provisions of this Section 1.4(f) shall survive the
          payment of Obligations and the termination or non-renewal of this
          Agreement.

                    (g) Nothing contained herein shall be deemed or construed to
          grant Borrower any right or authority to pledge the credit of the
          Lender Group in any manner. The Lender Group shall have no liability
          of any kind with respect to any Letter of Credit Accommodation
          provided by an issuer other than Administrative Agent unless
          Administrative Agent has duly executed and delivered to such issuer
          the application or a guarantee or indemnification in writing with
          respect to such Letter of Credit Accommodation. Borrower shall be
          bound by any interpretation made in good faith by Administrative
          Agent, or any other issuer or correspondent under or in connection
          with any Letter of Credit Accommodation or any documents, drafts or
          acceptances thereunder, notwithstanding that such interpretation may
          be inconsistent with any instructions of Borrower. Administrative
          Agent shall have the sole and exclusive right and authority to, and
          Borrower shall not: (i) at any time an Event of Default exists or has
          occurred and is continuing, (A) approve or resolve any questions of
          non-compliance of documents, (B) give any instructions as to
          acceptance or rejection of any documents or goods, or (C) execute any
          and all applications for steamship or airway guaranties, indemnities
          or delivery orders; and (ii) at all times, (A) grant any extensions of
          the maturity of, time of payment for, or time of presentation of, any
          drafts, acceptances, or documents, and (B) agree to any amendments,
          renewals, extensions, modifications, changes or cancellations of any
          of the terms





                                       7
<PAGE>




          or conditions of any of the applications, Letter of Credit
          Accommodations, or documents, drafts or acceptances thereunder or any
          letters of credit included in the Collateral. Administrative Agent may
          take such actions either in its own name or in Borrower's name.

                    (h) Any rights, remedies, duties or obligations granted or
          undertaken by Borrower to any issuer or correspondent in any
          application for any Letter of Credit Accommodation, or any other
          agreement in favor of any issuer or correspondent relating to any
          Letter of Credit Accommodation, shall be deemed to have been granted
          or undertaken by Borrower to Administrative Agent for the benefit of
          the Lender Group. Any duties or obligations undertaken by
          Administrative Agent to any issuer or correspondent in any application
          for any Letter of Credit Accommodation, or any other agreement by
          Administrative Agent in favor of any issuer or correspondent relating
          to any Letter of Credit Accommodation, shall be deemed to have been
          undertaken by Borrower to the Lender Group and to apply in all
          respects to Borrower.

                    (i) Borrower hereby authorizes and directs any issuing bank
          that issues a Letter of Credit Accommodation to deliver to
          Administrative Agent all instruments, documents, and other writings
          and property received by the issuing bank pursuant to such Letter of
          Credit Accommodation, and to accept and rely upon Administrative
          Agent's instructions and agreements with respect to all matters
          arising in connection with such Letter of Credit Accommodation and the
          related application. Borrower shall be the "applicant" or "account
          party" with respect to such Letter of Credit Accommodation.

                    (j) If by reason of (i) any change in any applicable law,
          treaty, rule, or regulation or any change in the interpretation or
          application by any governmental authority of any such applicable law,
          treaty, rule, or regulation, or (ii) compliance by the issuing bank or
          the Lender Group with any direction, request, or requirement
          (irrespective of whether having the force of law) of any governmental
          authority or monetary authority including, without limitation,
          Regulation D of the Board of Governors of the Federal Reserve System
          as from time to time in effect (and any successor thereto):

                              (i) any reserve, deposit, or similar requirement
                    is or shall be imposed or modified in respect of any Letter
                    of Credit Accommodation issued hereunder, or

                              (ii) there shall be imposed on the issuing bank or
                    the Lender Group any other condition regarding any Letter of
                    Credit Accommodation issued pursuant hereto;

          and the result of the foregoing is to increase, directly or
          indirectly, the cost to the Lender Group of issuing any Letter of
          Credit Accommodation, or to reduce the amount receivable in respect
          thereof the Lender Group, then, and in any such case, Administrative
          Agent may, at any time within a reasonable period after the additional
          cost is incurred or the amount received is reduced, notify



                                       8
<PAGE>





          Borrower, and Borrower shall pay on demand such amounts as
          Administrative Agent may specify to be necessary to compensate the
          Lender Group for such additional cost or reduced receipt, together
          with interest on such amount from the date of such demand until
          payment in full thereof at the rate then applicable to Revolving
          Credit Loans pursuant hereto. The determination by Administrative
          Agent of any amount due pursuant to this Section 1.4(j), as set forth
          in a certificate setting forth the calculation thereof in reasonable
          detail, shall, in the absence of manifest or demonstrable error, be
          final and conclusive and binding on all of the parties hereto.



     e.   Section 3.1.2 of the Agreement hereby is amended and restated in its
          entirety to read as follows:

               3.1.2 Funding by Lenders. Administrative Agent shall from time to
          time, but no less frequently than weekly, notify each Revolving Credit
          Lender of the date such Lender is to fund its Revolving Credit Loans,
          and fund any amounts paid under any Letter of Credit Accommodation,
          and the amount to be made available by it. If and to the extent that a
          Revolving Credit Lender and Administrative Agent so agree, at
          Administrative Agent's discretion, the amount to be made available by
          such Revolving Credit Lender on any date may be netted against any
          amount owing to such Lender and otherwise payable by Administrative
          Agent on account of payments received by it from Borrower on such
          date. The amount to be made available by each Revolving Credit Lender
          on any date shall be made available by it on such date to
          Administrative Agent at Administrative Agent's Account, in immediately
          available funds, not later than 1:00 p.m. (New York time) on any day
          in the case of fundings of which such Lenders have received notice not
          later than 11:00 a.m. (New York time) on such day (or, if notice is
          received after such time, not later than 12:00 p.m. (New York time) on
          the next succeeding Business Day). The obligation of each Revolving
          Credit Lender to Administrative Agent (as opposed to Borrower) to fund
          its Revolving Credit Loans, and any payments under any Letter of
          Credit Accommodation, on the date specified by Administrative Agent is
          absolute and unconditional and shall not be affected by any
          circumstance whatsoever, including (a) any set off counterclaim,
          recoupment, defense or other right which such Lender may have against
          Administrative Agent, Borrower or any other Person for any reason
          whatsoever, (b) the financial condition or prospects of Borrower, (c)
          the failure of any other such Lender to make funds available to Agent
          with respect to its Revolving Credit Loans or any payments under any
          Letter of Credit Accommodation, (d) the occurrence or continuation of
          an Event of Default, whether the same shall occur before or after
          Administrative Agent shall have made the Revolving Credit Loans or
          Letter of Credit Accommodations, or (e) any other circumstance,
          happening or event whatsoever, whether or not similar to any of the
          foregoing.


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<PAGE>


     f.   Section 3.1.6 of the Agreement hereby is amended and restated in its
          entirety to read as follows:

               3.1.6 Settlements.

                    (a) Revolving Credit Loans, Letter of Credit Accommodations,
          and payments will be settled among Administrative Agent and the
          Revolving Credit Lenders according to such procedures as
          Administrative Agent and such Lenders may agree in writing from time
          to time. These procedures notwithstanding, each such Lender's
          obligation to fund its portion of the Revolving Credit Loans and
          amounts paid under Letter of Credit Accommodations made by
          Administrative Agent to Borrower shall commence on the date such
          Revolving Credit Loans and Letter of Credit Accommodations are made by
          Administrative Agent. Such payments to Administrative Agent will be
          made by such Lenders without set-off, counterclaim or reduction of any
          kind.

                    (b) Administrative Agent may require the Revolving Credit
          Lenders to settle Revolving Credit Loans, amounts paid under Letter of
          Credit Accommodations, and payments on a daily basis (or such lesser
          frequency as Administrative Agent may determine) (each day of
          settlement being a "Settlement Date"). Administrative Agent will
          advise each Revolving Credit Lender by telephone or telecopy of the
          amount of each such Lender's Pro Rata Share (in accordance with its
          Revolving Credit Commitment and its Letter of Credit Sub-Commitment)
          of the Revolving Facility Usage as of the close of business of the
          Business Day immediately preceding the Settlement Date. In the event
          that payments are necessary to adjust such Lender's actual Pro Rata
          Share (in accordance with its Revolving Credit Commitment and its
          Letter of Credit Sub-Commitment) of the Revolving Facility Usage as of
          any Settlement Date to equal the amount of such Lender's required Pro
          Rata Share (in accordance with its Revolving Credit Commitment and its
          Letter of Credit Sub-Commitment) of the Revolving Facility Usage, the
          party from which such payment is due will pay the other, in same day
          funds, by wire transfer to the other's account not later than the
          applicable time set forth on Section 3.1.2.

                    (c) If any such payment is not made to Administrative Agent
          by any such Lender on the Settlement Date applicable thereto to the
          extent required by the terms hereof, such Lender shall be a Defaulting
          Lender and Administrative Agent shall be entitled to recover for its
          account such amount on demand from such Lender together with interest
          thereon at the Defaulting Lenders Rate. Administrative Agent shall not
          be obligated to transfer to a Defaulting Lender any payments made by
          Borrower to Administrative Agent for the Defaulting Lender's benefit
          on account of its Revolving Credit Loans and participations in Letter
          of Credit Accommodations. Any such amounts payable to a Defaulting
          Lender shall instead be paid to or retained by Administrative Agent.
          Administrative Agent may hold and, in its discretion, re-lend to
          Borrower as Revolving Credit Loans the amount of any or all such
          payments received or retained by it for the account of such Defaulting
          Lender or treat any or all such amounts as participations in Letter of
          Credit Accommodations made for



                                       10
<PAGE>


          Borrower's account. Solely for the purposes of voting or consenting to
          matters with respect to the Loan Documents and determining Required
          Lenders, Defaulting Lender shall be deemed not to be a "Lender" (in
          respect of its Revolving Credit Loans, participations in Letter of
          Credit Accommodations, Revolving Credit Commitment, and Letter of
          Credit Sub-Commitment) and such Defaulting Lender's Revolving Credit
          Commitment with respect to the Revolving Credit Loans and Letter of
          Credit Sub-Commitment with respect to the Letter of Credit
          Accommodations shall be deemed to be zero (-0-). This section shall
          remain effective with respect to such Lender until (x) the Obligations
          under this Agreement shall have been declared or shall have become
          immediately due and payable or (y) the Revolving Credit Lenders that
          are non-Defaulting Lenders and Administrative Agent shall have waived
          such Lender's default in writing. The operation of this section shall
          not be construed to increase or otherwise affect the Commitments of
          any Lender other than such Defaulting Lender, or relieve or excuse the
          performance by Borrower of its duties and obligations hereunder.



     g.   Clause "fourth" of Section 3.2.6(a)(i) of the Agreement hereby is
          amended and restated in its entirety to read as follows:

               fourth, to repay the principal of the Revolving Credit Loans
               until paid in full, and then to be held by Administrative Agent
               as cash collateral hereunder with respect to unreimbursed
               obligations in respect of Letter of Credit Accommodations;



     h.   Clause "sixth" of Section 3.2.6(a)(ii) of the Agreement hereby is
          amended and restated in its entirety to read as follows:

               sixth, to repay the principal of the Revolving Credit Loans until
               paid in full, and then to be held by Administrative Agent as cash
               collateral hereunder with respect to unreimbursed obligations in
               respect of Letter of Credit Accommodations;



     i.   Clause "fourth" of Section 3.2.6(a)(iii) of the Agreement hereby is
          amended and restated in its entirety to read as follows:

               fourth, to repay the principal of the Revolving Credit Loans
               until paid in full, and then to be held by Administrative Agent
               as cash collateral hereunder with respect to unreimbursed
               obligations in respect of Letter of Credit Accommodations;


                                       11
<PAGE>


     j.   Clause "fourth" of Section 3.2.6(b) of the Agreement hereby is amended
          and restated in its entirety to read as follows:

               fourth, to repay the principal of the Revolving Credit Loans
               until paid in full, and then to be held by Administrative Agent
               as cash collateral hereunder with respect to unreimbursed
               obligations in respect of Letter of Credit Accommodations;



     k.   Section 4.2.2 of the Agreement hereby is amended and restated in its
          entirety to read as follows:

               4.2.2 Termination by Borrower. Upon at least 60 days prior
          written notice to Administrative Agent, Borrower may, at its option,
          terminate this Agreement without penalty or premium (other than as may
          be required by the provisions of Section 2.4); provided, however, that
          no such termination shall be effective until Borrower has paid all of
          the Obligations in immediately available funds and all Letter of
          Credit Accommodations have expired or have been cash collateralized to
          Administrative Agent's satisfaction. Any notice of termination given
          by Borrower shall be irrevocable unless the Required Lenders otherwise
          agree in writing, and the Lender Group shall have no obligation to
          make any Loans or procure any Letter of Credit Accommodations on or
          after the termination date stated in such notice. Borrower may elect
          to terminate this Agreement in its entirety only. No section of this
          Agreement or type of Loan available hereunder may be terminated
          singly.



     l.   The first paragraph of Section 7.1 of the Agreement hereby is amended
          and restated in its entirety to read as follows:

               7.1 General Representations and Warranties. In order to induce
          the Lender Group to enter into this Agreement and to extend credit
          hereunder, each Borrower hereby jointly and severally with each other
          Borrower makes the following representations and warranties which
          shall be true, correct, and complete in all material respects as of
          the date hereof, and, subject to the ability of Borrower to modify
          certain provisions thereof pursuant to the terms of Section 7.3
          hereof, shall be true, correct, and complete in all material respects
          as of the Closing Date, and at and as of the date of the making of
          each Loan or Letter of Credit Accommodation made hereafter, as though
          made on and as of the date of such Loan (except to the extent that
          such representations and warranties relate solely to an earlier date)
          and such representations and warranties shall survive the execution
          and delivery of this Agreement:


                                       12
<PAGE>


     m.   Section 7.1.12 of the Agreement hereby is amended and restated in its
          entirety to read as follows:

               7.1.12 Solvent Financial Condition. Borrower, and each of its
          Subsidiaries, taken as a whole, is and, after giving effect to the
          Loans to be made hereunder, will be, Solvent.



     n.   Section 7.1.28 of the Agreement hereby is amended and restated in its
          entirety to read as follows:

               7.1.28 No Violation of Federal Reserve Board Regulations. The
          making by the Lender Group of the Loans and Letter of Credit
          Accommodations, and the use by each Borrower of the proceeds of any
          and all Loans and Letter of Credit Accommodations, do not and will not
          violate any of Regulations T, U, and X of the Federal Reserve Board.



     o.   The first paragraph of Section 9A of the Agreement hereby is amended
          and restated in its entirety to read as follows:

               Any other provision of this Agreement or any of the other Loan
          Documents notwithstanding, and without affecting in any manner the
          rights of the Lender Group under the other sections of this Agreement,
          the Lender Group shall not be required to make any Loans or Letter of
          Credit Accommodations under this Agreement unless and until each of
          the following conditions has been and continues to be satisfied:



     p.   Section 10.3.5 of the Agreement hereby is amended and restated in its
          entirety to read as follows:

               10.3.5 Administrative Agent may, at its option, require Borrower
          to deposit with Administrative Agent funds equal to the LC Exposure
          and, if Borrower fails to promptly make such deposit, Administrative
          Agent may advance such amount as a Revolving Credit Loan (whether or
          not an Overadvance is created thereby). Any such deposit or advance
          shall be held by Administrative Agent as a reserve to fund future
          payments on such LC Guaranties and future drawings against such
          Letters of Credit. At such time as all LC Guaranties have been paid or
          terminated and all Letters of Credit have been drawn upon or expired,
          any amounts remaining in such reserve shall be applied against any
          outstanding Obligations, or, if all Obligations have been indefeasibly
          paid in full, returned to Borrower.


                                       13
<PAGE>


     q.   Clause (a)(i) of the eighth sentence of Section 11.1.1 of the
          Agreement hereby is amended and restated in its entirety to read as
          follows:

          (a)(i) Administrative Agent shall have the right to maintain, in
          accordance with its customary business practices, ledgers and records
          reflecting the status of the Obligations, the Revolving Credit Loans,
          the Letter of Credit Accommodations, the Term Loans, the Collections,
          and related matters, and



     r.   Clause (c) of the eighth sentence of Section 11.1.1 of the Agreement
          hereby is amended and restated in its entirety to read as follows:

          (c) Administrative Agent shall have the right to make the Revolving
          Credit Loans and the Letter of Credit Accommodations, for itself or on
          behalf of the applicable Lenders as provided in the Loan Documents;



     s.   Section 12.11 of the Agreement hereby is amended to include therein
          the following additional notice information:

          If to KZH ING-2 LLC:        KZH ING-2 LLC
                                      c/o The Chase Manhattan Bank
                                      450 West 33rd Street, 15th Floor
                                      New York, New York 10001
                                      Attention: Virginia Conway
                                      Facsimile: 212.946.7776


          With copies to:             ING Capital Advisors, Inc.
                                      333 S. Grand Ave., Suite 4250
                                      Los Angeles, California 90071
                                      Attention: Lenore Crummey-Benoit
                                      Facsimile: 213.626.6552


          and to:                     Gibson, Dunn & Crutcher LLP
                                      200 Park Avenue
                                      New York, New York 10166-0193
                                      Attention: Shan McSweeney, Esq.
                                      Facsimile: 212.351.5330


                                       14
<PAGE>



          If to KZH ING-3 LLC:        KZH ING-3 LLC
                                      c/o The Chase Manhattan Bank
                                      450 West 33rd Street, 15th Floor
                                      New York, New York 10001
                                      Attention: Virginia Conway
                                      Facsimile: 212.946.7776


          With copies to:             ING Capital Advisors, Inc.
                                      333 S. Grand Ave., Suite 4250
                                      Los Angeles, California 90071
                                      Attention: Lenore Crummey-Benoit
                                      Facsimile: 213.626.6552


          and to:                     Gibson, Dunn & Crutcher LLP
                                      200 Park Avenue
                                      New York, New York 10166-0193
                                      Attention: Shan McSweeney, Esq.
                                      Facsimile: 212.351.5330


     t.   The Agreement and the other Loan Documents in effect as of the date
          hereof hereby are amended such that all references to "Congress
          Financial Corporation (Southern)" therein (including in Sections
          11.4(a), 12.6(b), and 12.11 and in the definition of "Administrative
          Agent" in Appendix A of the Agreement) shall be replaced by references
          to "Congress Financial Corporation (Florida)".



     u.   Schedule C-1 of the Agreement hereby is amended, restated, and
          replaced in its entirety by Schedule C-1 attached hereto.


2. Representations and Warranties. Borrower hereby represents and warrants to
Agent that (a) the execution, delivery, and performance of this Amendment and of
the Agreement, as amended by this Amendment, are within its corporate powers,
have been duly authorized by all necessary corporate action, and are not in
contravention of any law, rule, or regulation, or any order, judgment, decree,
writ, injunction, or award of any arbitrator, court, or governmental authority,
or of the terms of its charter or bylaws, or of any contract or undertaking to
which it is a party or by which any of its properties may be bound or affected,
and (b) this Amendment and the Agreement, as amended by this Amendment,
constitute Borrower's legal, valid, and binding obligation, enforceable against
Borrower in accordance with its terms.


                                       15
<PAGE>



3. Conditions Precedent to Amendment. The satisfaction of each of the following,
unless waived or deferred by the Lender Group in its sole discretion, shall
constitute conditions precedent to the effectiveness of this Amendment:

     a. Collateral Agent shall have received that certain letter agreement,
dated as of even date herewith, between Administrative Agent and the Revolving
Credit Lenders, on the one hand, and Collateral Agent, on the other hand, in
form and substance satisfactory to Collateral Agent, duly executed, and such
document shall be in full force and effect.

     b. The representations and warranties in this Amendment, the Agreement as
amended by this Amendment, and the other Loan Documents shall be true and
correct in all respects on and as of the date hereof, as though made on such
date (except to the extent that such representations and warranties relate
solely to an earlier date);

     c. No Event of Default or event which with the giving of notice or passage
of time would constitute an Event of Default shall have occurred and be
continuing on the date hereof, nor shall result from the consummation of the
transactions contemplated herein;

     d. All other documents and legal matters in connection with the
transactions contemplated by this Amendment shall have been delivered or
executed or recorded and shall be in form and substance satisfactory to
Collateral Agent and Administrative Agent.

4. Further Assurances. Borrower shall execute and deliver all agreements,
documents, and instruments, in form and substance satisfactory to Administrative
Agent and Collateral Agent, and take all actions as Administrative Agent or
Collateral Agent reasonably may request from time to time fully to consummate
the transactions contemplated under this Amendment and the Agreement, as amended
by this Amendment.

5. Effect on Agreement. The Agreement, as amended hereby, shall be and remain in
full force and effect in accordance with its terms and hereby is ratified and
confirmed in all respects. The execution, delivery, and performance of this
Amendment shall not operate as a waiver of or, except as expressly set forth
herein, as an amendment of any right, power, or remedy of the Lender Group under
the Agreement, as in effect prior to the date hereof.

6. Choice of Law and Venue; Jury Trial Waiver.

     THIS AMENDMENT HAS BEEN NEGOTIATED, EXECUTED, AND DELIVERED AT AND SHALL BE
DEEMED TO HAVE BEEN MADE IN NEW YORK, NEW YORK. THIS AMENDMENT SHALL BE GOVERNED
BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK; PROVIDED,



                                       16
<PAGE>



HOWEVER, THAT IF ANY OF THE COLLATERAL SHALL BE LOCATED IN ANY JURISDICTION
OTHER THAN NEW YORK, THE LAWS OF SUCH JURISDICTION SHALL GOVERN THE METHOD,
MANNER, AND PROCEDURE FOR FORECLOSURE OF COLLATERAL AGENT'S LIEN UPON SUCH
COLLATERAL AND THE ENFORCEMENT OF THE LENDER GROUP'S OTHER REMEDIES IN RESPECT
OF SUCH COLLATERAL TO THE EXTENT THAT THE LAWS OF SUCH JURISDICTION ARE
DIFFERENT FROM OR INCONSISTENT WITH THE LAWS OF NEW YORK. AS PART OF THE
CONSIDERATION FOR NEW VALUE RECEIVED, AND REGARDLESS OF ANY PRESENT OR FUTURE
DOMICILE OR PRINCIPAL PLACE OF BUSINESS OF BORROWER OR THE LENDER GROUP,
BORROWER HEREBY CONSENTS AND AGREES THAT THE SUPREME COURT OF NEW YORK, NEW
YORK, OR, AT AGENT'S OPTION, THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK, SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE
ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND THE LENDER GROUP PERTAINING TO THIS
AMENDMENT OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT. BORROWER
EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
SUIT COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY OBJECTION THAT
BORROWER MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE, OR
FORUM NON CONVENIENS, HEREBY CONSENTS TO THE EXERCISE OF PERSONAL JURISDICTION
OF SUCH COURT, AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL OR EQUITABLE
RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. BORROWER HEREBY WAIVES PERSONAL
SERVICE OF THE SUMMONS, COMPLAINT, AND OTHER PROCESS ISSUED IN ANY SUCH ACTION
OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT, AND OTHER PROCESS
MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER AT THE ADDRESS
SET FORTH IN THE AGREEMENT AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED
UPON THE EARLIER OF BORROWER'S ACTUAL RECEIPT THEREOF OR 3 DAYS AFTER DEPOSIT IN
THE U.S. MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS AMENDMENT SHALL BE DEEMED
OR OPERATE TO AFFECT THE RIGHT OF THE LENDER GROUP TO SERVE LEGAL PROCESS IN ANY
OTHER MANNER PERMITTED BY LAW, OR TO PRECLUDE THE ENFORCEMENT BY THE LENDER
GROUP OF ANY JUDGMENT OR ORDER OBTAINED IN SUCH FORUM OR THE TAKING OF ANY
ACTION UNDER THE AGREEMENT OR THIS AMENDMENT TO ENFORCE SAME IN ANY OTHER
APPROPRIATE FORUM OR JURISDICTION.

     BORROWER WAIVES (A) THE RIGHT TO TRIAL BY JURY (WHICH THE LENDER GROUP
HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING, OR COUNTERCLAIM OF ANY KIND
ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS, OR THE
COLLATERAL, (B) PRESENTMENT, DEMAND, AND PROTEST AND NOTICE OF PRESENTMENT,
PROTEST, DEFAULT, NON PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT,
EXTENSION, OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS,
DOCUMENTS, INSTRUMENTS, CHATTEL PAPER, AND GUARANTIES AT ANY TIME HELD BY


                                       17
<PAGE>


AGENT OR ANY LENDER ON WHICH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY
RATIFIES AND CONFIRMS WHATEVER AGENT OR SUCH LENDER MAY DO IN THIS REGARD, (C)
NOTICE PRIOR TO TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR
SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING AGENT TO
EXERCISE ANY OF THE LENDER GROUP'S REMEDIES, (D) THE BENEFIT OF ALL VALUATION,
APPRAISEMENT, AND EXEMPTION LAWS, AND (E) NOTICE OF ACCEPTANCE HEREOF. BORROWER
ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO THE LENDER
GROUP'S ENTERING INTO THIS AMENDMENT AND THAT THE LENDER GROUP IS RELYING UPON
THE FOREGOING WAIVERS IN THEIR FUTURE DEALINGS WITH BORROWER. BORROWER WARRANTS
AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL
AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AMENDMENT MAY
BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.



7.   Miscellaneous.

     a. Upon the effectiveness of this Amendment, each reference in the
Agreement to "this Agreement", "hereunder", "herein", "hereof" or words of like
import referring to the Agreement shall mean and refer to the Agreement as
amended by this Amendment.

     b. Upon the effectiveness of this Amendment, each reference in the Loan
Documents to the "Loan Agreement", "thereunder", "therein", "thereof" or words
of like import referring to the Agreement shall mean and refer to the Agreement
as amended by this Amendment.

     c. This Amendment may be executed in any number of counterparts, all of
which taken together shall constitute one and the same instrument and any of the
parties hereto may execute this Amendment by signing any such counterpart.
Delivery of an executed counterpart of this Amendment by telefacsimile shall be
equally as effective as delivery of a manually executed counterpart of this
Amendment. Any party delivering an executed counterpart of this Amendment by
telefacsimile also shall deliver a manually executed counterpart of this
Amendment but the failure to deliver a manually executed counterpart shall not
affect the validity, enforceability, and binding effect of this Amendment.



                            [signature page follows]


                                       18
<PAGE>



     IN WITNESS WHEREOF, the parties have caused this Amendment Number One to
Loan and Security Agreement to be executed and delivered as of the date first
written above.

                                       QUESTRON TECHNOLOGY, INC.,
                                       a Delaware corporation
                                       QUESTRON DISTRIBUTION LOGISTICS,INC.,
                                       a Delaware corporation
                                       INTEGRATED MATERIAL SYSTEMS, INC.,
                                       an Arizona corporation
                                       POWER COMPONENTS, INC.,
                                       a Pennsylvania corporation
                                       CALIFORNIA FASTENERS, INC.,
                                       a California corporation
                                       COMPWARE, INC.,
                                       a Delaware corporation
                                       doing business as Webb Distribution
                                       FAS-TRONICS, INC.,
                                       a Texas corporation
                                       FORTUNE INDUSTRIES, INC.,
                                       a Texas corporation


                                       By:/s/ Dominic A. Polimeni
                                          -----------------------
                                       Title: a Responsible Officer of each of
                                              the above-named Persons



                                       CONGRESS FINANCIAL CORPORATION
                                       (FLORIDA), a Florida corporation, as
                                       Administrative Agent and a Lender


                                       By:/s/ Daniel Cott
                                          ---------------
                                       Title:Vice President

                                       MADELEINE L.L.C., a New York limited
                                       liability company, as Collateral Agent
                                       and a Lender


                                       By:/s/ Daniel Wolf
                                          ---------------
                                       Title:Authorized Signatory


<PAGE>



                                       KZH ING-2 LLC, a Delaware limited
                                       liability company, as a Lender


                                       By:/s/ Virginia Conway
                                          -------------------
                                       Title:Authorized Signatory


                                       KZH ING-3 LLC, a Delaware limited
                                       liability company, as a Lender


                                       By:/s/ Virginia Conway
                                          -------------------
                                       Title:Authorized Signatory