AMENDED
                           CERTIFICATE OF DESIGNATION
                    ESTABLISHING A SERIES OF PREFERRED STOCK
                                       OF
                           QUESTRON TECHNOLOGY, INC.
                            Pursuant to Section 151

          Dominic  A.  Polimeni,  President  of  Questron  Technology,  Inc.,  a
corporation   existing   under   the  laws  of  the  State  of   Delaware   (the
"Corporation"),  does  hereby  certify  as  follows:  

          FIRST:  The  name of the  Corporation  is  Questron  Technology,  Inc.

          SECOND:  That the Certificate of  Designation,  dated February 3, 1997
(the  "Certificate  of  Designation"),  of the  Corporation is hereby amended by
deleting  paragraph  3(a) of Exhibit I thereto and  replacing it in its entirety
with  the  following:  

         "Each share of the Series B Preferred Stock shall automatically convert
as of the close of business on July 2, 1998 (the "Conversion Date"), without any
action on the part of the holder thereof or the Corporation,  into 1.4375 shares
of Common Stock. Holders of the Series B Preferred Stock will be entitled,  when
and as declared by the Board of  Directors,  to receive an annual  dividend  per
share equal to $0.115 per share.  Such dividends shall accrue from March 4, 1997
and shall be payable on March 4, 1998 and on the  Conversion  Date (payable with
respect to a full year),  in cash or shares of Common Stock at the option of the
Corporation.  The aforementioned  dividends shall be cumulative and no dividends
shall be paid or set apart in respect of the Common  Stock or any other class of
securities  which ranks junior to the Series B Preferred  Stock unless and until
all accrued and unpaid  dividends  upon such Series B Preferred  Stock have been
paid or set apart in full. No interest shall accrue with respect to dividends in
arrears."

          No shares of Series B Preferred Stock have been issued.

          THIRD:  That  this  amendment  has been duly  adopted  by the Board of
Directors of the Corporation  pursuant to the following  resolutions:  

          RESOLVED, that the forms, terms and provisions of the amendment to the
Corporation's   Certificate  of  Designation  (the  "Amended   Certificate")  as
described in the Corporation's proxy statement be and hereby are approved in all
respects; and be it further

          RESOLVED,  that the  officers of the  Corporation  be, and they hereby
are,  authorized and directed to execute and deliver the Amended  Certificate on
behalf of the Corporation; and be it further

729729.1

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          RESOLVED,  that the  officers of the  Corporation  be, and they hereby
are,  authorized  and directed to take all such further  action,  to execute and
deliver and file all such other agreements, instruments and documents, and to do
all such further things,  in the name and on behalf of the Corporation,  as such
officers, in their sole discretion,  deem necessary or appropriate to effectuate
the purpose of the foregoing resolutions.

          FOURTH:  Except to the extent  expressly  amended by the terms of this
amendment,  all terms and conditions set forth in the Certificate of Designation
shall remain in full force and effect in accordance  with its terms.


                            [Signature page follows]

729729.1

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         IN WITNESS WHEREOF, the undersigned has signed this amended Certificate
of Designation this 29th day of June, 1998. 


                              QUESTRON TECHNOLOGY, INC.

                                   /s/  Dominic A. Polimeni
                              By:  ____________________________
                                   Name:  Dominic A. Polimeni
                                   Title:  President