Exhibit 10.19


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                            ASSET PURCHASE AGREEMENT


                                 By and Between


                           QUESTRON TECHNOLOGY, INC.,


                     QUESTRON DISTRIBUTION LOGISTICS, INC.,


                                   AFCOM, INC.


                                       and


                         THE SHAREHOLDERS OF AFCOM, INC.
                               SIGNATORIES HERETO






                          Dated as of January 29, 1999


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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                    PAGE

<S>                    <C>                                                                            <C>
ARTICLE 1               DEFINITIONS....................................................................1
           1.1          Definitions....................................................................1

ARTICLE 2               PURCHASE AND SALE OF ASSETS....................................................6
           2.1          Acquired Assets................................................................6
           2.2          Excluded Assets................................................................7
           2.3          Assumption and Exclusion of Certain Liabilities................................7
           2.4          Purchase Consideration and Payment for Purchased Assets........................7
           2.5          Transactions on the Closing Date...............................................9

ARTICLE 3               CLOSING AND TERMINATION.......................................................10
           3.1          Closing.......................................................................10
           3.2          Termination...................................................................10

ARTICLE 4               REPRESENTATIONS AND WARRANTIES OF THE
                        SHAREHOLDERS AND THE COMPANY..................................................11
           4.1          Authority; Due Execution......................................................11
           4.2          Organization..................................................................12
           4.3          Subsidiaries and Equity Investments...........................................12
           4.4          Capitalization................................................................12
           4.5          Ownership of Shares...........................................................12
           4.6          Title to Acquired Assets......................................................12
           4.7          Acquired Assets Complete......................................................12
           4.8          No Violation..................................................................13
           4.9          Litigation....................................................................13
           4.10         Intentionally Omitted.........................................................14
           4.11         Real Property.................................................................14
           4.12         Non-Real Estate Leases........................................................15
           4.13         Financial Statements..........................................................15
           4.14         Books and Records.............................................................16
           4.15         Tax Matters...................................................................16
           4.16         Employee Matters..............................................................17
           4.17         Intellectual Property.........................................................20
           4.18         Accounts Receivable and Accounts Payable......................................21
           4.19         Inventory.....................................................................21
           4.20         Absence of Change or Event....................................................21
           4.21         Compliance with Law...........................................................23
           4.22         Contracts and Commitments.....................................................24
           4.23         Insurance.....................................................................25
           4.24         Intentionally Omitted.........................................................26
           4.25         Customers, Suppliers, Distributors, Etc.......................................26


                                       -i-

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           4.26         Previous Sales; Warranties; Product Liability.................................27
           4.27         Environmental Matters.........................................................27
           4.28         Absence of Certain Payments...................................................28
           4.29         Additional Information........................................................28
           4.30         Investment Intent.............................................................29
           4.31         Disclosure....................................................................30

ARTICLE 5               REPRESENTATIONS AND WARRANTIES OF QDL
                        AND QUESTRON..................................................................30
           5.1          Organization..................................................................30
           5.2          Corporate Authority; Due Execution............................................31
           5.3          No Violation..................................................................31
           5.4          SEC Documents.................................................................31
           5.5          Questron Common Stock.........................................................32

ARTICLE 6               CERTAIN COVENANTS AND AGREEMENTS OF
                        SHAREHOLDERS, THE COMPANY, QDL AND QUESTRON...................................32
           6.1          Conduct of Business Prior to the Closing Date.................................32
           6.2          Tax Covenants.................................................................33
           6.3          Expenses and Finder's Fees....................................................34
           6.4          Access to Information and Confidentiality.....................................34
           6.5          No Solicitation...............................................................35
           6.7          Press Releases................................................................36
           6.8          Transitional Assistance.......................................................36
           6.9          Reserved......................................................................36
           6.10         Conditions....................................................................36
           6.11         Rule 144......................................................................37
           6.12         SEC Filings...................................................................37
           6.13         Name Change...................................................................37

ARTICLE 7               CONDITIONS PRECEDENT OF QDL AND QUESTRON......................................37
           7.1          Representations and Warranties................................................37
           7.2          Closing Certificates..........................................................37
           7.3          Due Diligence.................................................................38
           7.4          Opinion of Counsel............................................................38
           7.5          No Actions....................................................................38
           7.6          Consents......................................................................38
           7.7          Instruments and Possession....................................................38
           7.8          Employment Agreement..........................................................39
           7.9          Non-Competition Agreements....................................................39
           7.10         Evidence of Termination of the Schedule 2.5(c) Debt.  ........................39
           7.11         Financing.....................................................................39
           7.12         Financial Statements..........................................................40
           7.13         Material Adverse Change.......................................................40


                                      -ii-

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ARTICLE 8               CONDITIONS PRECEDENT OF THE COMPANY
                        AND THE SHAREHOLDERS...........................................................40
           8.1          Representations and Warranties.................................................40
           8.2          Closing Certificates...........................................................40
           8.3          No Actions.....................................................................40
           8.4          Consents.......................................................................40
           8.5          Instruments of Assumption......................................................41
           8.6          Employment Agreement...........................................................41
           8.7          Opinion of Counsel.............................................................41
           8.8          No Material Adverse Change.....................................................41

ARTICLE 9               INDEMNIFICATION................................................................41
           9.1          Indemnification by the Company and the Shareholders............................41
           9.2          Indemnification by QDL and Questron............................................42
           9.3          Limitation on Liability........................................................43

ARTICLE 10              SURVIVAL OF REPRESENTATIONS, WARRANTIES AND
                        COVENANTS......................................................................43
           10.1         Representations, Warranties and Covenants......................................43

ARTICLE 11              NON-COMPETITION BY SHAREHOLDERS AND THE COMPANY................................44
           11.1         Non-Compete....................................................................44
           11.2         Remedies.......................................................................44

ARTICLE 12              MISCELLANEOUS..................................................................44
           12.1         Cooperation....................................................................44
           12.2         Waiver.........................................................................44
           12.3         Notices........................................................................44
           12.4         Governing Law and Consent to Jurisdiction......................................46
           12.5         Counterparts...................................................................46
           12.6         Headings; Schedules............................................................46
           12.7         Entire Agreement...............................................................46
           12.8         Amendment and Modification.....................................................46
           12.9         Binding Effect; Benefits.......................................................46
           12.10        Assignability..................................................................47
</TABLE>



                                      -iii-

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                     ASSET  PURCHASE  AGREEMENT,  dated as of January  29,  1999
(herein,  together with the Schedules and Exhibits attached hereto,  referred to
as the  "Agreement"),  by and  between  Questron  Technology,  Inc.,  a Delaware
corporation  ("Questron"),  Questron  Distribution  Logistics,  Inc., a Delaware
corporation and a wholly-owned  subsidiary of Questron ("QDL"), and AFCOM, Inc.,
a  Florida  corporation  (the  "Company"),  and each of the  persons  listed  on
Schedule  1.1  hereto  and   signatory   hereto  (each  a   "Shareholder,"   and
collectively, the "Shareholders").


                              PRELIMINARY STATEMENT

                     1. The  Shareholders  are the beneficial and record holders
of 100% of the issued and outstanding shares of capital stock of the Company.

                     2. QDL is a wholly-owned subsidiary of Questron.

                     3. The Company and the Shareholders desire to sell and QDL
desires to purchase the Business  and the Acquired  Assets (each as  hereinafter
defined) of the Company upon the terms and subject to the  conditions  contained
in this Agreement.

                     NOW,   THEREFORE,   in   reliance   upon   the   respective
representations  and warranties made herein and in  consideration  of the mutual
agreements  and  covenants  herein  contained,  and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties agree as follows:


                                    ARTICLE 1

                                   DEFINITIONS

           1.1 Definitions.  As used in this Agreement, the following terms have
the meanings specified or referred to in this Article 1.

           "Accountant" is defined in Section 2.4(b)(ii).

           "Accrued Interest" is defined in Section 2.4(a).

           "Acquired Assets" is defined in Section 2.1.

           "Actions" is defined in Section 4.9.

           "Additional Cash Payment" is defined in Section 2.4(a).

           "Additional Shares" is defined in Section 2.4(a).



<PAGE>


           "Agreement" is defined in the preamble to this Agreement.

           "Anniversary Date" is defined in Section 2.4(a).

           "Anniversary Date Price" is defined in Section 2.4(a).

           "Assumed Liabilities" is defined in Section 2.3.

           "Benefit Plans" is defined in Section 4.16.

           "Books and Records"  shall mean with respect to the Company all books
and records  pertaining to the Acquired  Assets,  the Business,  the  customers,
distributors  and  suppliers  of the  Company,  including  Tax returns and other
information  relevant to such returns,  but not including minutes of shareholder
and directors meetings.

           "Business" is defined in Section 2.1.

           "Claims" shall mean with respect to the Company all claims, causes of
action,  choses in action,  rights of recovery and rights of set-off of whatever
kind or  description  against  any Person or arising  out of or  relating to the
Acquired Assets or the Business of the Company.

           "Closing" is defined in Section 3.1.

           "Closing Date" is defined in Section 3.1.

           "Closing Shares" is defined in Section 2.4(a).

           "Company" is defined in the preamble to this Agreement.

           "Company Indemnified Claims" is defined in Section 9.2.

           "Company Indemnitees" is defined in Section 9.2.

           "Company Losses" is defined in Section 9.2.

           "Confidential Information" is defined in Section 6.4.

           "Contract"  shall  mean  with  respect  to  the  Company  any  of the
agreements, contracts, Leases, notes, loans, evidences of indebtedness, purchase
orders,  letters  of  credit,  distributor  agreements,   franchise  agreements,
undertakings,   covenants  not  to  compete,  employment  agreements,  licenses,
instruments,  obligations,  commitments,  policies,  purchase and sales  orders,
quotations and other executory  commitments,  in each case,  related to, used or
useful in the  Business  of the  Company,  to which the Company is a party or to
which any of its  assets  are  subject,  whether  oral or  written,  express  or
implied.


                                       -2-

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           "Contract  Rights"  shall mean with respect to the Company all of the
Company's rights and obligations under the Contracts.

           "Deferred Purchase Price" is defined in Section 2.4(b).

           "Dispute Notice" is defined in Section 2.4(b)(ii).

           "EBIT" is defined in Section 2.4(b).

           "Effective Date" is defined in Section 3.1.

           "Employment Agreement" is defined in Section 7.8.

           "Encumbrances"  shall mean any claim, lien, pledge,  option,  charge,
easement, security interest, encumbrance or other right of third parties.

           "Environmental Laws" is defined in Section 4.27.

           "ERISA" is defined in Section 4.16.

           "ERISA Affiliate" is defined in Section 4.16(c).

           "Excluded Liabilities" is defined in Section 2.3.

           "Final Period" is defined in Section 4.31.

           "Fixtures and  Equipment"  shall mean with respect to the Company all
of the furniture, fixtures,  furnishings,  machinery and equipment, spare parts,
supplies, vehicles and other tangible personal property owned by the Company and
located  in, at or upon the Real  Property  of the  Company as of the  Reference
Balance Sheet Date,  plus all  additions,  replacements  or deletions  since the
Reference Balance Sheet Date in the ordinary course of the Company's Business.

           "GAAP" shall mean generally accepted accounting  principles set forth
in the opinions and  pronouncements  of the Accounting  Principles  Board of the
American   Institute  of  Certified   Public   Accountants  and  statements  and
pronouncements of the Financial Accounting Standards Board consistently applied.

           "Governmental Authorities" means the Federal government, or any state
or other  political  subdivision  thereof,  or any agency,  court or body of the
Federal  government,  any state or  political  subdivision  thereof,  exercising
executive, legislative, judicial, regulatory or administrative functions.

           "Hazardous Materials" is defined in Section 4.27.

           "Immaterial Lease" is defined in Section 4.12.



                                       -3-

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           "Initial Cash Consideration" is defined in Section 2.4(a).

           "Insurance  Policies"  shall  mean with  respect to the  Company  the
insurance policies issued by unaffiliated,  third-party carriers relating to the
Acquired  Assets and Business of the Company  listed under the Company's name on
Schedule 4.23.

           "Inventory"  shall mean with  respect to the  Company  (a) all of the
Company's  inventories  whether  (x) in transit  and owned by the Company or (y)
within the  facilities  of the Company  held for resale or lease in the ordinary
course of the  Company's  Business to its customers  and  distributors,  (b) all
office  supplies and similar  materials of the Company located in the facilities
of the  Company  and (c) all of the raw  materials,  work in  process,  finished
products and similar items of the Company,  in the  facilities of the Company or
wherever otherwise located.

           "Laws"  shall mean any law,  statute,  rule,  regulation,  ordinance,
standard, code, order, judgment,  decision,  writ, injunction,  decree, award or
other governmental  restriction  including,  without  limitation,  any policy or
procedure issued or enforced by any Governmental Authority.

           "Leases"  shall mean with respect to the Company all of the leases of
the Company (whether relating to real property,  improvements thereon, vehicles,
machinery or  equipment or other  assets)  listed  under the  Company's  name on
Schedules  4.11(b) and 4.12 and all other leases relating to the Acquired Assets
or Business which are not required to be scheduled  pursuant to this  Agreement,
including the Immaterial Leases.

           "Leased Real Property" is defined in Section 4.11(a).

           "Liability"   shall   mean  any   direct   or   indirect   liability,
indebtedness,  obligation, expense, claim, loss, damage, deficiency, guaranty or
endorsement of or by any Person,  absolute or contingent,  accrued or inaccrued,
due or to become due, liquidated or unliquidated.

           "Material Adverse Effect" shall mean with respect to (A) the Company,
a material  adverse  effect on (i) the  Acquired  Assets,  the  Business  or the
condition (financial or otherwise),  properties,  Liabilities, reserves, working
capital,  earnings,  results of operations,  or business prospects, or relations
with customers, suppliers,  distributors or employees of the Company or (ii) the
right or ability of the  Company to  consummate  the  transactions  contemplated
hereby,  and (B) with respect to QDL and Questron,  a material adverse effect on
(i)  the  business  or  the  condition  (financial  or  otherwise)   properties,
liabilities,  reserves,  working capital,  earnings,  results of operations,  or
business  prospects,  or relations with customers,  suppliers,  distributions or
employees of QDL and  Questron or (ii) the right or ability of such  entities to
consummate the transactions contemplated hereby.

           "Net Debt" is defined in Section 2.4(a).

           "Non-Competition Agreements" is defined in Section 7.9.

           "Non-Real Estate Leases" is defined in Section 4.12.


                                       -4-

<PAGE>



           "Owned Real Property" is defined in Section 4.11(a).

           "Permits"  shall  mean with  respect  to the  Company  all  licenses,
permits and other governmental  authorization necessary to carry on the Business
of the Company.

           "Person"  means any  natural  person,  business  trust,  corporation,
partnership,  limited liability  company,  joint stock company,  proprietorship,
association, joint venture,  unincorporated association or other legal entity of
whatever nature.

           "Purchase Price" is defined in Section 2.4.

           "QDL" is defined in the preamble to this Agreement.

           "Questron" is defined in the preamble to this Agreement.

           "Questron Common Stock" is defined in Section 2.4(a).

           "Questron Indemnified Claims" is defined in Section 9.1.

           "Questron Indemnities" is defined in Section 9.1.

           "Questron Losses" is defined in Section 9.1.

           "Real Property" is defined in Section 4.11(a).

           "Real Property Leases" is defined in Section 4.11(a).

           "Reference Balance Sheet" is defined in Section 4.13.

           "Reference Balance Sheet Date" is defined in Section 4.13.

           "Reference Income Statement" is defined in Section 4.13.

           "Schedule 2.5(c) Debt" is defined in Section 2.5(c).

           "Schedule 2.5(c) Creditors" is defined in Section 2.5(c).

           "SEC" is defined in Section 5.4.

           "SEC Documents" is defined in Section 5.4.

           "Shares" is define din Section 2.4(a).

           "Shareholders" is defined in the preamble to this Agreement.



                                       -5-

<PAGE>


           "Taxes" is defined in Section 4.15.


                                    ARTICLE 2

                           PURCHASE AND SALE OF ASSETS

           2.1  Acquired  Assets.  Subject to the terms and  conditions  of this
Agreement, the Company shall sell, assign, transfer,  convey and deliver to QDL,
and QDL shall  purchase from the Company on the Closing Date,  all right,  title
and interest of the Company in and to all of the Acquired Assets, free and clear
of all Encumbrances.

                     The Acquired Assets shall mean all of the Company's  right,
title and interest in and to the assets, properties and rights of every type and
description, real and personal, tangible and intangible, wherever located, owned
by the Company from and after the  Effective  Date and on the Closing Date or in
which the Company has any interest  whatsoever  on the Closing Date relating to,
used  or  useful  in the  conduct  of the  Company's  business  of  distributing
fasteners,  hardware and related  components and providing  inventory  logistics
management services for such products (the "Business"),  all of which assets are
hereinafter  referred  to  collectively  as the  "Acquired  Assets",  including,
without limitation:

                     (a)  accounts  and notes  receivable,  and,  to the  extent
transferable,  deposits and prepaid expenses (including, without limitation, any
prepaid insurance premiums);

                     (b)       cash and cash equivalents;

                     (c)       all Owned Real Property;

                     (d)       all Contract Rights;

                     (e) all of the Company's  rights and obligations as lessees
under the Leases (including, without limitation, under the Real Property Leases,
the Non-Real Estate Leases and the Immaterial Leases);

                     (f)       all Fixtures and Equipment;

                     (g)       all Inventory of the Company;

                     (h)       all Books and Records;

                     (i)       all Intellectual Property Rights;

                     (j)       all Claims;

                     (k)       the Insurance Policies;


                                       -6-

<PAGE>



                     (l)       all Permits;

                     (m) all manufacturers',  vendors' and suppliers' warranties
in  respect of any item of  property  falling  within the scope of the  Acquired
Assets;

                     (n) all  restrictive  covenants and  obligations of present
and former  officers and employees of each of the Company (or any predecessor of
the Company) and of other  individuals and  corporations in favor of the Company
(or any predecessor of the Company);

                     (o) all of the Company's  rights under and interests in the
Benefit Plans,  collective bargaining and other employee agreements described on
Schedule 2.1(o) hereto;

                     (p) to the extent  transferable,  all environmental and, to
the extent related to the Business and the Acquired Assets other indemnification
rights  inuring to the  benefit of the  Company  under  agreements  to which the
Company is a party or is entitled to assert such rights; and

                     (q) all other  assets used or held for use in the  Business
by the Company,  whether tangible or intangible,  not expressly mentioned herein
which, as of the Closing Date, are owned by the Company, or in which the Company
has a right, title or interest.

           2.2  Excluded  Assets.  Notwithstanding  any other  provision of this
Agreement,  Questron shall not acquire (i) the accounts  receivable from certain
of the Shareholders  listed on Schedule 2.2, and (ii) the other assets listed on
Schedule 2.2 hereto.

           2.3  Assumption and Exclusion of Certain  Liabilities.  QDL agrees to
assume,  as of the Closing  Date,  (i) the  Liabilities  specifically  listed on
Schedule 2.3(i) hereto,  and (ii) all Liabilities of the Company which have been
incurred by the Company in the ordinary  course of business  since  November 30,
1998 and which  relate  solely to any  state of facts or  circumstances  arising
after November 30, 1998 (the Liabilities  described in clauses in Section 2.3(i)
and Section 2.3(ii) are collectively referred to as the "Assumed  Liabilities").
Except as  specifically  set forth in the  preceding  sentence,  Questron is not
assuming,  and  shall  not be  liable  for  or  bound  by,  any  obligations  or
Liabilities  of the Company of any kind or nature,  known or  unknown,  express,
implied,  contingent  or  otherwise,  including,  but not  limited  to,  (x) any
Liabilities  of  the  Company  or  Business  which  are  not  expressly  Assumed
Liabilities  relating  or  arising  from any  state  of  facts or  circumstances
existing or occurring on or prior to November 30, 1998, and (y) the  Liabilities
listed on Schedule 2.3(iii) hereto (collectively, the "Excluded Liabilities").

           2.4  Purchase  Consideration  and Payment for  Purchased  Assets.  In
consideration of the sale, conveyance,  transfer, assignment and delivery of the
Acquired  Assets and Business by the Company to QDL on the Closing Date,  and in
reliance upon the  representations,  warranties,  covenants and agreements  made
herein by the Company and the Shareholders, QDL shall pay to the Company a total
purchase price up to Seven Million Three Hundred Thousand  Dollars  ($7,300,000)
plus the Accrued Interest,  which will consist of the Initial Purchase Price and
the Deferred Purchase Price, in each case as defined below .



                                       -7-

<PAGE>



                     (a) Initial  Purchase Price.  The "Initial  Purchase Price"
shall be paid at Closing and shall equal Five  Million  Eight  Hundred  Thousand
Dollars  ($5,800,000),  plus the Accrued  Interest  (defined  below)  payable as
follows:  (i) wire  transfers (or certified  checks) from or on behalf of QDL to
the  Company or its  designees  as  specified  in a written  notice to QDL in an
aggregate  amount  equal to Five Million  Ninety-Seven  Thousand  Eight  Hundred
Eighteen  Dollars  ($5,097,818)  (which  amount is equal to Five  Million  Eight
Hundred Thousand Dollars ($5,800,000) less the stated debt of the Company net of
cash and cash  equivalents  to the Company  being  transferred  hereunder  as of
November 30, 1998 as reflected on Schedule 2.4 (a)(i) in the aggregate amount of
Four Hundred Fifty-Two  Thousand One Hundred Eighty Two Dollars ($452,182) ("Net
Debt") less the deemed value of the Closing  Shares (as defined  below in clause
(ii))),  plus interest  (the "Accrued  Interest") on such amount at a rate of 6%
per annum  calculated  from the Effective Date to the Closing Date (the "Initial
Cash  Consideration")  and (ii) delivery of Fifty  Thousand  (50,000)  shares of
Questron's  Common  Stock,  par value  $0.0001 per share (the  "Questron  Common
Stock"),  issued by Questron to the Shareholders on behalf of the Company, which
shall be deemed to have a value of Two Hundred Fifty Thousand Dollars ($250,000)
(the "Closing Shares").  On behalf of and at the direction of, the Company, each
Shareholder  shall be issued the number of Closing Shares  specified on Schedule
2.4(a)(ii). On the eighteen-month anniversary of the Effective Date (and if such
date is not a Business  Day, the next Business  Day) (the  "Anniversary  Date"),
Questron  shall  calculate  the value  (the  "Anniversary  Date  Price")  of the
Questron  Common  Stock based on the average last  reported  sales price for the
Questron  Common  Stock,  as  reported  by the Wall  Street  Journal for the ten
trading days period  ending on the third  trading day  immediately  prior to the
Anniversary  Date.  If the  Anniversary  Date  Price is less than  Five  Dollars
($5.00) per share of Questron Common Stock, either (A) Questron shall deliver to
the  Shareholders,  a number of shares of  Questron  Common  Stock  equal to the
difference  between (i) the number of shares of Questron  Common  Stock having a
value of Two Hundred Fifty Thousand Dollars  ($250,000)  calculated on the basis
of the  Anniversary  Date Price,  and (ii) the number of Closing Shares (50,000)
(the "Additional  Shares" and, together with the Closing Shares,  the "Shares"),
or (B) QDL shall pay to the Shareholders by wire transfers (or certified checks)
an amount in cash equal to Two Hundred Fifty Thousand  Dollars  ($250,000)  less
the amount  equal to the number of Closing  Shares  (50,000)  multiplied  by the
Anniversary Date Price (the "Additional Cash Payment").  On behalf of and at the
direction  of, the Company to the extent  Additional  Shares are to be issued to
the  Shareholders  pursuant to this Section 2.4(a),  each  Shareholder  shall be
issued Additional Shares in the proportion set forth on Schedule 2.4(a)(ii). The
election of whether QDL shall pay the Additional  Cash Payment or Questron shall
issue the  Additional  Shares  shall be made by QDL and  Questron  in their sole
discretion.  Each of QDL, the Shareholders and the Company acknowledge and agree
that all payments of cash and  deliveries of shares of Questron  Common Stock to
the Shareholders  under this Section 2.4(a) shall be treated as if made directly
to the Company and, to the extent made directly to the  Shareholders,  are being
made at the  direction of the Company for  convenience  purposes  only.  QDL and
Questron  shall in no event have any further  liability  or  obligations  to the
Company with respect to any payments of cash or deliveries of shares of Questron
Common Stock to the  Shareholders  in accordance  with this Section 2.4(a) after
such cash  payments  have been made and such shares have been  delivered  to the
Shareholders in accordance with this Section 2.4(a).

                     (b) Deferred  Purchase  Price.  (i) The "Deferred  Purchase
Price" will be an amount,  subject to the limitations set forth below,  equal to
six (6) times the difference between EBIT


                                       -8-

<PAGE>



(as defined  below) for the  Business  for the twelve (12) month  period  ending
December 31, 1999 and Nine Hundred Fifty Thousand Dollars  ($950,000),  provided
that the maximum amount  payable to the Company  pursuant to this Section 2.4(b)
shall not exceed One Million Five Hundred  Thousand  Dollars  ($1,500,000).  QDL
shall pay the Company or its designees or assigns the Deferred Purchase Price by
wire  transfers  (or  certified  checks)  within  fifteen  (15) days of the date
Questron files its Annual Report in Form 10-K for the fiscal year ended December
31, 1999 with the  Securities  and  Exchange  Commission.  For  purposes of this
Section 2.4(b), "EBIT" shall mean the aggregate earnings before interest, income
taxes,  amortization  of goodwill  and  Questron's  and QDL's  rights  under the
Non-Competition  Agreements, and the allocation of corporate expenses associated
with the Business, any extraordinary expenses and payments made to Affiliates of
QDL or Questron which are related to the Business and are made other than in the
ordinary  course  of  business.  With  respect  to  the  calculations  of  EBIT,
depreciation of the Acquired Assets shall be determined in accordance with GAAP.
For the avoidance of doubt,  EBIT shall be calculated solely with respect to the
AFCOM division of QDL and shall not include any operations of QDL not associated
with  the  Business.   EBIT  shall  be  calculated  in  accordance   with  GAAP,
consistently  applied.  EBIT  shall be  determined  by QDL and  reviewed  by the
Company's and QDL's respective independent accountants.

                     (ii) In the event that either  Shareholder  disputes  QDL's
calculation of EBIT in accordance with Section 2.4(b)(i), such Shareholder shall
notify QDL in writing of the nature of his  dispute  within  thirty (30) days of
its receipt of notice from QDL of its calculation of EBIT (a "Dispute  Notice").
If the  parties  are unable to agree  upon EBIT  within  twenty  (20) days after
delivery of a Dispute  Notice,  then the parties shall attempt to mutually agree
on an independent  public  accounting  firm  ("Accountant")  who shall determine
EBIT. If the parties are unable to agree upon a single  Accountant within thirty
(30) days after  delivery  of the Dispute  Notice,  then each of QDL, on the one
hand, and the Shareholders,  on the other, shall select an Accountant and within
ten (10) days of their  appointment,  the two  Accountants  shall select a third
Accountant.  The determination of the single Accountant or the average of two of
the three EBITs determined by the three Accountants which are closest in amount,
if EBIT is  determined  by  three  Accountants,  as the  case  may be,  shall be
determined  within thirty (30) days from the  appointment of the Accountants and
shall be final and binding upon the parties.  The expenses of the  determination
of EBIT by the Accountants  shall be shared equally by QDL, on the one hand, and
the disputing Shareholder(s), on the other.

           2.5       Transactions on the Closing Date.

                     (a) At the Closing,  the Company will deliver,  or cause to
be delivered, to QDL and/or Questron the following:

                               (i)  each  of  the   certificates  and  documents
            contemplated by Article 7; and

                               (ii)   such   other   certificates,    documents,
           instruments  and  agreements as Questron  shall deem necessary in its
           reasonable   discretion  in  order  to  effectuate  the  transactions
           contemplated herein, in form and substance reasonably satisfactory to
           Questron.



                                       -9-

<PAGE>



                     (b) At the Closing, QDL and/or Questron will deliver to the
Company and/or the Shareholders the following:

                               (i)   the Initial Cash Consideration;

                               (ii)  the  stock  certificates  representing  the
            Closing Shares;

                               (iii) each  of the  certificates  and   documents
            contemplated by Article 8; and

                               (iv)  such   other   certificates,    documents,
           instruments and agreements as the Company shall deem necessary in its
           reasonable   discretion  in  order  to  effectuate  the  transactions
           contemplated herein, in form and substance reasonably satisfactory to
           the Company.

                     (c) At the Closing, wire transfers from or on behalf of QDL
will be made to the entities  listed on Schedule 2.5 (c) (the  "Schedule  2.5(c)
Creditors") in the aggregate amounts set forth on Schedule 2.5(c),  which amount
shall represent all of the outstanding indebtedness of the Company owed to those
Schedule 2.5 Creditors as of the Closing Date (the "Schedule 2.5(c) Debt").

                     (d)  Restricted  Securities.  The shares  representing  the
Closing Shares and any Additional  Shares shall be restricted  securities  under
the Securities  Act of 1933, as amended (the  "Securities  Act"),  will not have
been  registered  under the Act and may not be sold or  transferred  absent such
registration  or  unless  an  exception  from  registration  is  available.  The
certificates  evidencing  such Shares shall bear a legend  substantially  in the
following  form, in addition to any other legends  required by applicable  state
law:

           "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
           SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") OR THE SECURITIES LAWS
           OF ANY STATE,  AND MAY NOT BE OFFERED OR SOLD EXCEPT  PURSUANT TO (I)
           AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT, (II) TO THE EXTENT
           APPLICABLE,  RULE 144 UNDER THE ACT (OR ANY  SIMILAR  RULE UNDER SUCH
           ACT RELATING TO THE DISPOSITION OF  SECURITIES),  OR (III) AN OPINION
           OF COUNSEL,  IF SUCH  OPINION  SHALL BE  REASONABLY  SATISFACTORY  TO
           COUNSEL TO THE ISSUER, THAT AN EXEMPTION FROM REGISTRATION UNDER SUCH
           ACT IS AVAILABLE."


                                    ARTICLE 3

                             CLOSING AND TERMINATION

           3.1 Closing. The closing of the transactions  provided for in Article
2 above (the  "Closing")  will take place at the  offices of Battle  Fowler LLP,
Park Avenue Tower,  75 East 55th Street,  New York,  N.Y.  10022,  at 10:00 A.M.
(local time) on or about February 2, 1999 (the


                                      -10-

<PAGE>



"Closing Date"),  or at such other place, time and date as may be agreed upon by
QDL,  Questron,  the Company and the  Shareholders.  The  effective  date of the
Closing shall be December 1, 1998 (the "Effective Date").

           3.2 Termination.  Anything  contained in this Agreement other than in
this  Section  3.2  to  the  contrary  notwithstanding,  this  Agreement  may be
terminated in writing at any time on or prior to the Closing:

                     (a) without  liability on the part of any party hereto,  by
           mutual written consent of QDL and Questron,  on the one hand, and the
           Company and the Shareholders, on the other;

                     (b)  without  liability  on the  part of any  party  hereto
           (unless  occasioned  by reason of a breach by any party hereto of any
           of its  representations,  warranties  or  obligations  hereunder)  by
           either QDL and  Questron,  on the one hand,  or the  Company  and the
           Shareholders, on the other, if the Closing shall not have occurred on
           or before February 15, 1999 (or such later date as may be agreed upon
           in writing by the parties hereto);

                     (c) by QDL and Questron, if the Company or the Shareholders
           shall  breach  in  any  material  respect  any  of  their  respective
           representations,  warranties or obligations hereunder and such breach
           shall  not  have  been  cured  or  waived  or  the   Company  or  the
           Shareholders shall not have provided  reasonable  assurance that such
           breach can and will be cured on or before the Closing Date, provided,
           however,  that QDL and  Questron  have not  breached in any  material
           respect  any  of  their  respective  representations,  warranties  or
           obligations hereunder; or

                     (d) by the Company and the Shareholders, if QDL or Questron
           shall  breach  in  any  material  respect  any  of  their  respective
           representations,  warranties or obligations hereunder and such breach
           shall not have been  cured or  waived or QDL and  Questron  shall not
           have provided  reasonable  assurance that such breach can and will be
           cured on or before the  Closing  Date,  provided,  however,  that the
           Company  and the  Shareholders  have  not  breached  in any  material
           respect  any  of  their  respective  representations,  warranties  or
           obligations hereunder.


                                    ARTICLE 4

               REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS
                                 AND THE COMPANY

           Each Shareholder and the Company,  jointly and severally,  represents
and warrants to QDL and Questron that:

           4.1 Authority;  Due Execution.  The Company has full corporate  power
and authority to enter into this Agreement and all other agreements,  documents,
certificates  and  instruments   contemplated  by  this  Agreement  (the  "Other
Documents") to which it is a party and to consummate


                                      -11-

<PAGE>



the transactions contemplated hereby and thereby. Each Shareholder has the power
to enter into this Agreement and each Other  Document to which such  Shareholder
is a party and to consummate the transactions  contemplated  hereby and thereby.
This Agreement has been, and each Other Document to which the Company and/or the
Shareholders  are parties  will be as of the Closing  Date,  duly  executed  and
delivered by the Company  and/or the  Shareholders,  and (assuming due execution
and delivery by QDL and  Questron)  this  Agreement  and each Other  Document to
which the Company and the  Shareholders  are parties will  constitute  valid and
binding   obligations  of  the  Company  and  the  Shareholders,   respectively,
enforceable  in  accordance  with  their  respective   terms,   except  as  such
enforceability may be limited by bankruptcy,  insolvency, fraudulent conveyance,
moratorium, reorganization or similar laws affecting creditors' rights generally
or by general equitable principles.

           4.2  Organization.  The  Company  is a  corporation  duly  organized,
validly existing and in good standing under the laws of the State of Florida and
has all requisite  corporate power and authority to carry on its Business as now
being conducted and to own the Acquired Assets and is duly licensed or qualified
and in good standing as a foreign  corporation in each  jurisdiction in which it
is required to be so licensed or so qualified, except where the failure to be so
licensed  or so  qualified  would  not have a  Material  Adverse  Effect  on the
Company.

           4.3  Subsidiaries  and  Equity   Investments.   The  Company  has  no
subsidiaries and does not own, directly or indirectly, any investments,  capital
stock or other  equity  or  ownership  interests  in any other  corporations  or
business enterprises and is not a partner in any partnership or a co-venturer in
any joint venture or other business enterprise.  The term "subsidiary" means any
corporation or other entity of which the Company,  directly or indirectly,  owns
or controls capital stock or ownership  interests  representing  either (i) more
than  fifty   percent  (50%)  of  the  general   voting  power  under   ordinary
circumstances of such  corporation or entity,  or (ii) if an entity other than a
corporation, more than fifty percent (50%) of the economic interest therein.

           4.4 Capitalization. The authorized capital of the Company consists of
100,000  shares of common  stock,  no par value per share (the  "Company  Common
Stock"), of which 100,000 shares are issued and outstanding.

           4.5 Ownership of Shares.  Each  Shareholder  is the lawful record and
beneficial  owner of that  number of shares of  Company  Common  Stock set forth
opposite such  Shareholder's name on Schedule 1.1, which shares represent all of
the issued and outstanding shares of capital stock of the Company.

           4.6 Title to Acquired Assets.  Schedule 4.6 categorizes and lists the
Acquired Asset owned or leased by the Company.  The Acquired  Assets  constitute
and include all the property,  assets and rights  related to, used, or useful in
the conduct of the  Business of the Company in the ordinary  course,  consistent
with past  practice.  Except as set forth on Schedule 4.6, the Company owns free
and clear of any  Encumbrances  or, as  specifically  set forth on Schedule 4.6,
leases or has rights to use, the Acquired  Assets set forth on Schedule 4.6. The
Acquired  Assets  are  suitable  for the  purposes  for which  such  assets  are
currently  used or are held  for use,  and are in  adequate  working  condition,
subject  to normal  wear and tear,  and are free  from any known  defects.  Upon
consummation  of the  transactions  contemplated  hereby,  QDL will acquire good
title to all of the


                                      -12-

<PAGE>



Acquired Assets owned by the Company, free and clear of all Encumbrances, except
for Encumbrances specifically identified on Schedule 4.6.

           4.7 Acquired Assets Complete.  The Acquired Assets  constitute all of
the properties  and assets used or held for use in connection  with the Business
and the  conduct  of the  Business  as  currently  conducted,  and  include  all
properties,  rights  and  assets  necessary  for the  performance  of any of the
Contracts and to permit QDL to conduct the Business in all material  respects as
such Business is conducted on, and has been conducted prior to, the date of this
Agreement.

           4.8 No Violation.  Neither any Shareholder nor the Company is subject
to or bound by any provision of:

                      (a) any law,  statute,  rule,  regulation  or  judicial or
            administrative decision,

                      (b)  (in  the  case  of  the   Company)  its  articles  of
            incorporation or by-laws,

                     (c) any contract,  mortgage,  deed of trust,  lease,  note,
           shareholders' agreement,  proxy, bond, indenture, other instrument or
           agreement,   license,   Permit,   trust,   custodianship   or   other
           restriction, or

                     (d) any consent,  judgment,  order, writ, award, injunction
           or decree of any Governmental Authority or arbitrator,

that would conflict with,  prevent or be violated by or that would result in the
creation  of any  Encumbrance  as a result of, or under  which  there would be a
default  or  right  of   termination,   amendment,   acceleration,   revocation,
cancellation  or  suspension  as  a  result  of,  the  execution,  delivery  and
performance  by any  Shareholder  or the Company of this  Agreement or any Other
Document  and the  consummation  of the  transactions  contemplated  hereby  and
thereby. No consent,  order,  license,  permit,  approval or authorization of or
declaration,  notice  or  filing  with any  Person  is  required  for the  valid
execution,  delivery and  performance by any  Shareholder or the Company of this
Agreement or any Other Document to which it is a party and the  consummation  of
the transactions contemplated hereby and thereby.

           4.9  Litigation.  Except as set forth on  Schedule  4.9,  there is no
charge,  complaint,   action,  order,  writ,  injunction,   judgment  or  decree
outstanding or claim,  suit,  litigation,  proceeding,  labor dispute,  arbitral
action or, to the knowledge of the Company and the  Shareholders,  investigation
(collectively,  "Actions")  pending or, to the  knowledge of the Company and the
Shareholders,  threatened or anticipated  against,  relating to or affecting (i)
the Company, the Assumed  Liabilities,  the Acquired Assets, or the operation of
the  Business  of the  Company  as  currently  operated  and as  proposed  to be
operated,  (ii) any Benefit  Plan of the  Company or any trust or other  funding
instrument,  fiduciary  or  administrator  thereof  or  (iii)  the  transactions
contemplated  by this  Agreement.  The Company is not in default with respect to
any judgment,  order, writ, injunction or decree of any Governmental  Authority,
and  there  are no  unsatisfied  judgments  against  the  Company.  No event has
occurred or  circumstances  exist that could reasonably be expected to give rise
to or serve as a basis for the  commencement  of any  Action.  The  Company  has
delivered or made


                                      -13-

<PAGE>



available to QDL or Questron copies of all proceedings, correspondence and other
documents  relating to each Action listed on Schedule  4.9. Each Action  pending
or, to the knowledge of the Company and the Shareholders, threatened or that the
Company and the  Shareholders  have a reasonable  basis to expect or  anticipate
(whether or not  disclosed  on Schedule  4.9) is fully  covered by  insurance of
reputable and solvent  insurance  companies and each such  applicable  insurance
policy is in full force and effect and the Company has not  received  any notice
or,  to  the  knowledge  of  the  Company  and  the   Shareholders,   threat  of
cancellation, limitation or non-coverage of such insurance policies.

           4.10 Intentionally Omitted.

           4.11 Real Property.  (a) Schedule  4.11(a) sets forth, as of the date
of this Agreement,  a complete and accurate list, in all material  respects,  of
(i) all of the real property  owned by the Company (the "Owned Real  Property"),
(ii) all of the real  property  that the  Company has leased or  subleased  (the
"Leased Real  Property,"  and together with the Owned Real  Property,  the "Real
Property")  and  an  identification  of the  applicable  leases,  including  all
amendments  thereto and all material  agreements  incidental  thereto (the "Real
Property  Leases"),  and (iii) all indebtedness  secured by a lien,  mortgage or
deed of trust on the Real Property and the outstanding  principal amount of each
such lien,  mortgage and deed of trust as of the date hereof.  As of the date of
this Agreement, the Company has good and marketable fee title to its interest in
the Owned  Real  Property  or a valid  leasehold  interest  in the  Leased  Real
Property as provided in the applicable  Real Property  Lease, in each case, free
and clear of all  Encumbrances  and defects,  except for (A) liens,  mortgage or
deed of trust  securing  the  Indebtedness  referred  to in clause  (iii) of the
preceding sentence, and (B) taxes or assessments,  special or otherwise, not due
and payable or being  contested in good faith.  There exists no default or event
of default or event, occurrence, condition or act (including the consummation of
the transactions contemplated hereby) on the part of the Company which, with the
giving of notice,  the lapse of time,  or the  happening  of any other  event or
condition,  would  become a default or event of default  under any  indebtedness
secured by a lien, mortgage or deed of trust on the Real Property.

                     (b) Schedule 4.11(b) lists all of the Real Property Leases.
Each of the Real Property  Leases is in full force and effect and  constitutes a
valid leasehold interest in the respective Leased Real Property and has not been
assigned,  modified,  supplemented  or amended  except as set forth on  Schedule
4.11(b).  The Company has not received a written notice of any monetary  default
or other material default under any Real Property Lease or has given or received
any notice for purpose of  terminating  any Real Property  Lease;  all rents due
under the Real Property Leases have been paid.

                     (c) With respect to each of the Real Property  Leases,  the
Company  has  adequate  rights of ingress  and egress for the  operation  of the
Business of the Company in the ordinary course.  Except as set forth in Schedule
4.11(c),  none of the buildings,  structures or appurtenances  (or any equipment
therein),  nor the operation of maintenance  thereof,  violates any  restrictive
covenant  or any  provision  of any  federal,  state,  provincial  or local law,
ordinance,  rule or  regulation,  or encroaches on any property owned by others,
except where such violation or


                                      -14-

<PAGE>



encroachment  does not materially  adversely affect the value or use of any such
building, structure, appurtenance or equipment.

                     (d)  Except  as  set  forth  in  Schedule  4.11(d),  (i) no
condemnation  proceeding  is  pending  or  threatened  with  respect to the Real
Property or any buildings, structures or appurtenances located thereon, and (ii)
none  of the  buildings,  structures  or  appurtenances  have  been  damaged  or
destroyed, in whole or in part, as a result of any fire or other casualty, which
damage or destruction has not been fully repaired or restored.

                     (e) Except as set forth in Schedule 4.11(e), no interest of
the Company in any Real  Property is subject to any right of first offer,  first
refusal or right or option to purchase.

                     (f) The Company has all  necessary  Permits to carry on the
Business in the ordinary course. Except as set forth in Schedule 4.11(g),  since
December 31, 1993 there has been no material  construction or  modifications  to
the leased Real Property or the owned Real Property.

           4.12 Non-Real Estate Leases.  Schedule 4.12 lists all Acquired Assets
(other than Real  Property)  that are possessed by the Company under an existing
lease,  including,  without  limitation,  all  vehicles,  forklifts,  machinery,
equipment,  furniture,  fixtures and computers, except for any lease under which
the  aggregate  annual  payments  (excluding  Taxes)  for the last  twelve  (12)
preceding  months  are less  than  Five  Thousand  Dollars  ($5,000)  (each,  an
"Immaterial  Lease").  Schedule  4.12 also  lists the  leases  under  which such
Acquired Assets are possessed.  All of such leases (excluding Immaterial Leases)
are referred to herein as the "Non-Real  Estate  Leases."  Each Non-Real  Estate
Lease is in full force and effect and constitutes a valid leasehold  interest in
such Acquired  Assets,  and has not been  assigned,  modified,  supplemented  or
amended except as set forth on Schedule 4.12.

           4.13 Financial Statements.  (a) The Shareholders and the Company have
heretofore  furnished QDL and/or Questron with copies of the following financial
statements of the Company:  (i) unaudited  balance sheets as at September 30 for
each of 1995,  1996 and 1997,  respectively,  and as at December 31, 1997;  (ii)
unaudited  statements of operations for each of the years ended on September 30,
for 1995,  1996, 1997 and for the three months ended December 31, 1997; (iii) an
unaudited balance sheet (the "Reference  Balance Sheet") as at November 30, 1998
(the  "Reference  Balance  Sheet  Date");  and (iv) an  unaudited  statement  of
operations (the "Reference  Income  Statement") for the eleven (11) month period
ended November 30, 1998.  Except as noted therein and except for normal year-end
adjustments  with respect to the partial  year  financial  statements,  all such
financial statements are complete and correct,  were prepared,  to the knowledge
of the Company,  in accordance  with GAAP  consistently  applied  throughout the
periods  indicated  except as  otherwise  set forth on  Schedule  4.13 have been
prepared in  accordance  with the Books and Records of the Company,  and present
fairly the  financial  position  of the Company at such dates and the results of
its  operations  and cash  flows for the  periods  then  ended,  subject to such
inaccuracies, if any, which are not material in nature or amount.

                     (b) There are no Liabilities,  debts, obligations or claims
against the Company of any nature (accrued, absolute or contingent,  unasserted,
known or unknown, or otherwise), except


                                      -15-

<PAGE>



(i) as and to the extent reflected or reserved against on the Reference  Balance
Sheet;  (ii)  specifically  described  and  identified  as an  exception to this
paragraph in any of the Schedules delivered to QDL and Questron pursuant to this
Agreement; (iii) those that are individually,  or in the aggregate, not material
and were incurred since the Reference  Balance Sheet Date in the ordinary course
of  business  consistent  with prior  practice;  or (iv) open  purchase or sales
orders or agreements  for delivery of goods and services in the ordinary  course
of business consistent with prior practice.

                     (c) The Company has heretofore  delivered true and complete
copies of all auditor  letters to  management  or the board of  directors of the
Company with respect to the audits of the Company for the preceding  five fiscal
years of the Company.

           4.14 Books and Records.  The  Shareholders  and the Company have made
and will make available for inspection by QDL and/or  Questron all the Books and
Records  relating to the Business of the Company.  Such Books and Records of the
Company  reflect  all the  material  transactions  and  other  material  matters
required, to the knowledge of the Company, to be set forth under GAAP applied on
a consistent basis except as set forth on Schedule 4.13.

           4.15  Tax  Matters.  (a) For  purposes  of this  Agreement,  "Tax" or
"Taxes" shall mean any federal, state, local, foreign or other taxes (including,
without limitation,  income (net or gross), gross receipts, profits, alternative
or add-on  minimum,  franchise,  license,  capital,  capital stock,  intangible,
services,  premium,  mining,  transfer,  sales, use, ad valorem,  payroll, wage,
severance,  employment,   occupation,  property  (real  or  personal),  windfall
profits,  import, excise, custom, stamp,  withholding or estimated taxes), fees,
duties, assessments, withholdings or governmental charges of any kind whatsoever
(including  interest,  penalties,  additions to tax or  additional  amounts with
respect to such items)  relating to the income,  operations or properties of the
Company.

                              (i)   "Pre-Closing  Periods"  shall  mean  all Tax
           periods ending on or before the Closing Date and, with respect to any
           Tax period that  includes but does not end on the Closing  Date,  the
           portion of such period that ends on and includes the Closing Date;

                              (ii)  "Returns"    shall    mean   all    returns,
           declarations,  reports, estimates, information returns and statements
           of any nature regarding Taxes for any Pre-Closing  Period required to
           be  filed  by  any  Person  and  relating  to  the  Company  and  its
           subsidiaries;

                              (iii) "Code" shall mean the Internal Revenue Code
            of 1986, as amended; and

                               (iv) the term "Tax  Deficiency"  shall  include a
           reduction in any net operating losses.

                     (b) In respect of the Pre-Closing Periods only,

                               (i) all Returns have been or will be timely filed
            when due in accordance with all applicable laws;



                                      -16-

<PAGE>



                               (ii) all Taxes shown on the Returns  have been or
            will be timely paid when due;

                              (iii) the  Returns  completely,  accurately,  and
           correctly in all material  respects  reflect the facts  regarding the
           income,  properties,  operations and status of any entity required to
           be shown thereon.;

                               (iv) all Taxes  which the  Company is required by
           law to withhold or collect  have been in all material  respects  duly
           withheld  or  collected,  and  have  been  timely  paid  over  to the
           appropriate governmental authorities to the extent due and payable;

                               (v)  there  is  no  action,   suit,   proceeding,
           investigation,  audit or claim currently pending, or to the Company's
           and the  Shareholders'  knowledge,  threatened,  regarding  any Taxes
           relating to the Company for any Pre-Closing Period;

                               (vi) no Person has  executed  or  entered  into a
           closing  agreement  pursuant to Code Section 7121 (or any  comparable
           provision of state,  local or foreign law) that is currently in force
           and determines the Tax liabilities of the Company;

                              (vii) there are no liens for any Tax on the assets
           of the Company except liens which arise as a matter of law; and

                             (viii) there are no tax sharing agreements to which
           the Company is now or, to  Shareholders'  knowledge,  ever has been a
           party which will survive the Closing.

           4.16  Employee  Matters.  (a) Schedule 4.16 sets forth as of the date
hereof the name, date of hire, current annual compensation rate (including bonus
and commissions), title, current base salary rate and accrued bonus and vacation
of  each  present  employee  of  the  Company;  and a list  of  any  employment,
managerial, advisory, consulting, collective bargaining and severance agreements
or plans; employee  confidentiality or other agreements  protecting  proprietary
processes,  formulae  or  information;  any  employee  handbook(s)  and  written
employment  policies;  any reports and/or plans prepared or adopted  pursuant to
the Equal Employment Opportunity Act of 1972, as amended; any affirmative action
plans; and each employee benefit or compensation plan,  agreement or arrangement
covering present or former  employees,  consultants or directors of the Company,
including  "employee  benefit  plans"  within the meaning of Section 3(3) of the
Employee Retirement Income Security Act of 1974 ("ERISA"), stock purchase, stock
option,  fringe  benefit,  change in control,  bonus and  incentive  or deferred
compensation  plans,  agreements,  policies  or other  arrangements  or  funding
arrangements (collectively,  the "Benefit Plans"), whether sponsored, maintained
or contributed to by the Company.

                     (b) For each Benefit Plan,  except as set forth on Schedule
4.16, each of the following is true:



                                      -17-

<PAGE>



                               (i) if such Benefit  Plan is an employee  pension
           benefit plan (as such term is defined in ERISA Section 3(2)) intended
           to qualify  under the Code,  such plan is and since its inception has
           been so qualified and the Plan has received a favorable determination
           letter as to its  qualification  under the Code (or such a letter has
           been or will be applied  for prior to  expiration  of the  applicable
           remedial  amendment  period),  and nothing has  occurred,  whether by
           action  or  failure  to  act,  which  could  cause  the  loss of such
           qualification  or which would result in material costs to the Company
           under the  Internal  Revenue  Service's  Closing  Agreement  Program,
           Voluntary  Compliance  Resolution  Program or  Administrative  Policy
           Regarding Sanctions;

                               (ii)  the  financial  statements  of the  Company
           reflect in all material  respects all  employee  liabilities  arising
           under  such  Benefit  Plan  in a  manner  satisfying  the  applicable
           requirements (if any) of Statement of Financial  Accounting Standards
           ("SFAS") Nos. 87, 88, 106 and 112;

                               (iii)  there  are no  actions,  suits  or  claims
           (other  than  routine  claims for  benefits in the  ordinary  course)
           pending,  or to the Company's and the Company's and the Shareholders'
           knowledge,  threatened,  and to the Company's  and the  Shareholders'
           knowledge,  there  are no facts  which  could  give  rise to any such
           material  actions,  suits or claims  (other than  routine  claims for
           benefits in the ordinary course);

                               (iv) none of the Shareholders,  the Company,  nor
           any other party has, with respect to any such Benefit  Plan,  engaged
           in a prohibited transaction,  as such term is defined in Code Section
           4975 or ERISA Section 406,  which could subject the Company or QDL to
           any Taxes,  penalties or other  material  liabilities  resulting from
           prohibited  transactions  under  Code  Section  4975 or  under  ERISA
           Sections 409 or 502(i);

                               (v) all Benefits  Plans are in  compliance in all
           material  respects  with ERISA and the Code and each Benefit Plan may
           be amended or terminated  without  obligation or liability to QDL and
           Questron  (other than those for which  specific  assets have been set
           aside in a trust or other funding vehicle);

                               (vi) all  contributions  and  insurance  premiums
           required as of the Closing Date have been paid;

                               (vii)  the   execution   and   delivery  of  this
           Agreement  by the Company and the  consummation  of the  transactions
           contemplated hereunder,  will not (pursuant to any "change-of-control
           provision"  or  otherwise)  result in any  additional  (or  otherwise
           modify or  accelerate  any  existing  or  contingent)  obligation  or
           liability (with respect to accrued benefits or otherwise) to any such
           Benefit Plan,  to any employee or former  employee of the Company and
           its subsidiaries;

                               (viii)  the  transactions  contemplated  by  this
           Agreement will not result in the payment or series of payments to any
           employee of the  Company or its  subsidiaries  which is a  "parachute
           payment" within the meaning of Section 280G of the Code; and


                                      -18-

<PAGE>



                               (ix) the  Company  has  delivered  to QDL  and/or
           Questron  current,  accurate and complete copies of such Benefit Plan
           (including  the plan document,  trust  agreement and other funding or
           insurance   instruments   relating   thereto)   and,  to  the  extent
           applicable,  copies of the most recent: (A) determination  letter and
           any outstanding request for a determination  letter; (B) summary plan
           description  and other written  communications  by the Company to its
           employees  concerning  the extent of the benefits  provided under any
           Benefit  Plan;  (C) Form  5500  with  attached  schedules,  financial
           statements  and  actuaries  statement  with respect to the plan years
           ending in fiscal years 1995, 1996 and 1997; (D) collective bargaining
           agreements or other such contracts;  and (E) the general notification
           to employees  of their  "COBRA"  rights under Code Section  4980B and
           ERISA Sections 601-609 and the form of letter(s) distributed upon the
           occurrence of a COBRA  qualifying event for each Benefit Plan that is
           a "group health plan" as defined in Code Section 5000(b)(1) and ERISA
           Section 607(1).

                     (c) Neither the Company nor any entity which is  considered
one employer  with the Company under Section 4001 of ERISA or Section 414 of the
Code (an "ERISA  Affiliate")  sponsors or  maintains  (and has not  sponsored or
maintained in the calendar years ending 1995,  1996, 1997 and 1998) an "employee
pension  benefit  plan"  (within the  meaning of Section  3(2) of ERISA) that is
subject to Title IV of ERISA or to the minimum  funding  requirements of Section
412 of the Code or Part 3 of Title I of ERISA.

                     (d) Neither the Company nor any ERISA Affiliate contributes
or is obligated to  contribute  (or in the past six years has been  obligated to
contribute) to a "multiemployer  plan" (within the meaning of Section 4001(a)(3)
of ERISA).

                     (e) The  Company  has no  employee  welfare  benefit  plans
(within  the  meaning of ERISA  Section  3(1))  which  provide  benefits  beyond
termination of employment except as required by applicable law.

                     (f) With  respect  to the  Company,  except as set forth on
Schedule 4.16(f), each of the following is true in all material respects:

                               (i)  the  Company  is  in  compliance   with  all
           applicable laws and agreements  respecting  employment and employment
           practices, terms and conditions of employment and wages and hours and
           occupational safety and health and is not engaged in any unfair labor
           practice  within  the  meaning  of  Section 8 of the  National  Labor
           Relations Act, and there is no action, suit or legal, administrative,
           arbitration,  grievance  or  other  proceeding  pending  or,  to  the
           Company's and the  Shareholders'  knowledge,  threatened,  or, to the
           Company's  and  the  Shareholders'  knowledge,  is any  investigation
           pending or threatened  against the Company relating to any employment
           matter,  and, to the Company's and the  Shareholders'  knowledge,  no
           basis  exists  for any such  action,  suit or legal,  administrative,
           arbitration,   grievance   or  other   proceeding   or   governmental
           investigation;



                                      -19-

<PAGE>



                               (ii) there is no labor strike, dispute,  slowdown
           or  stoppage   actually   pending  or,  to  the   Company's  and  the
           Shareholders' knowledge, threatened against the Company;

                               (iii) none of the  employees  of the Company is a
           member  of or  represented  by any  labor  union  and,  there  are no
           attempts of whatever  kind and nature  being made to organize  any of
           such employees;

                               (iv) without limiting the generality of paragraph
           (iii) above, no  certification or  decertification  is pending or was
           filed within the past twelve months  respecting  the employees of the
           Company and no certification or decertification  petition is being or
           was  circulated  among the  employees of the Company  within the past
           twelve months;

                               (v)  no  agreement   (including   any  collective
           bargaining agreement), arbitration or court decision, decree or order
           or governmental order which is binding on the Company in any material
           way limits or restricts the Company from relocating or closing any of
           its operations;

                               (vi)  the   Company  has  not   experienced   any
           organized work stoppage in the last five years;

                               (vii)  there are no  administrative  proceedings,
           lawsuits or complaints of  discrimination  (including but not limited
           to discrimination based upon sex, age, marital status, race, national
           origin, sexual orientation,  religion,  disability or veteran status)
           pending  or,  to  the  Company's  and  the  Shareholders'  knowledge,
           threatened,  or to the Company's or Shareholders'  knowledge,  is any
           investigation  pending  or  threatened  before  the Equal  Employment
           Opportunity  Commission  or any  federal,  state or local  agency  or
           court,  or is any  complaint or internal  investigation  pending with
           regard to sexual or other harassment.  There have been no claims with
           respect to the equal employment  opportunity practices or affirmative
           action  practices  of the  Company  and,  to the  Company's  and  the
           Shareholders'  knowledge, no reasonable basis for any claim regarding
           such practices exists; and

                               (viii)  there  are  no   individual   agreements,
           employment    practices,    policies   or   procedures,    or   other
           representations,  warranties written or oral, which have been made by
           the Company to  employees  of the  Company  that commit QDL to retain
           them as employees  for any period of time  subsequent to the Closing,
           or to pay  them  severance  if  they  are  not  retained,  except  as
           otherwise provided by Law or as set forth on Schedule 4.16.

           4.17  Intellectual  Property.  Schedule  4.17 (i)  contains  detailed
information  (including where applicable the federal registration number and the
date of  registration  or  application  for  registration  and the name in which
registration was applied for) concerning (x) all of the Company's  registrations
of  trademarks  and of other  marks,  trade  names,  brand  names or other trade
rights,  and all pending  applications for any such registrations and all of the
Company's patents and copyrights and all pending applications  therefor, (y) all
material computer software used by the Company in the


                                      -20-

<PAGE>



conduct of its Business  and (z) all other  trademarks  and other  marks,  trade
names and other trade  rights and all other  material  trade  secrets,  material
designs,   plans,   specifications,   patents,  patent  applications  and  other
intellectual  property  rights  of any  kind  of  the  Company,  whether  or not
registered,  including, without limitation, all rights of the Company to use and
ownership  of the names  "AFCOM" or "AFCOM,  Inc.," and to the  knowledge of the
Shareholders  and the Company,  all rights of the Company to  exclusive  use and
ownership  of the names  "AFCOM" or "AFCOM,  Inc.," and any and all other  names
associated  with,  derived  from or used in  connection  with the conduct of the
Business  (and all  trade  names  listed  on  Schedule  4.17)  (all of the items
referred to in this clause (i) being  "Intellectual  Property  Rights") and (ii)
identifies any  Intellectual  Property Rights that any third party owns and that
the  Company  uses  or  proposes  to use in the  Business  of the  Company,  and
specifies  whether  such  use is or will be  pursuant  to  license,  sublicense,
agreement or  permission.  The Company owns (or, as set forth on Schedule  4.17,
possesses enforceable licenses or other rights to use) all Intellectual Property
Rights  now  used or  proposed  to be used in its  Business  and has  taken  all
reasonably necessary or appropriate action to protect the Intellectual  Property
Rights of the  Company.  Except as set forth on Schedule  4.17,  no Person has a
right to  receive a royalty or  similar  payment in respect of any  Intellectual
Property  Rights pursuant to any  contractual  arrangements  entered into by the
Company or  otherwise.  The Company  has no licenses  granted by or to it and no
other agreements to which it is a party,  relating in whole or in part to any of
the Intellectual Property Rights except as set forth on Schedule 4.17. Except as
set forth on Schedule 4.17,  the Company has not received  notice of nor has any
reason to believe that the Company's use of the Intellectual  Property Rights is
interfering with, infringing upon or otherwise violating the rights of any third
party in or to such Intellectual  Property Rights,  and no proceedings have been
instituted  against  or  notices  received  by the  Company  alleging  that  the
Company's use or proposed use of any Intellectual Property Rights infringes upon
or  otherwise  violates  any rights of a third party in or to such  Intellectual
Property Rights,  which  infringement or violation could have a Material Adverse
Effect on the Company.

           4.18  Accounts  Receivable  and  Accounts  Payable.  (a) The accounts
receivable  appearing on the Reference Balance Sheet and all accounts receivable
created  since that date  through the Closing  Date  represent  in all  material
respects and will in all material respects  represent valid obligations owing to
the Company,  have arisen from bona fide  transactions in the ordinary course of
business  and are fully  collectible  by the Company in the  ordinary  course of
business; provided, however, that any doubtful accounts receivable equal, in the
aggregate,  to Ten Thousand  Dollars  ($10,000) shall not be deemed material for
the purposes of this Section 4.18. Except as set forth on Schedule 4.18(a),  and
as provided in the preceding sentence, all accounts receivable of the Company as
of the Closing Date shall be subject to no defenses,  counterclaims or rights of
set-off and shall be fully  collectible  within  ninety (90) days of the Closing
Date without cost to QDL.

                     (b)  Except as  expressly  and fully set forth on  Schedule
4.18(b),  since the  Reference  Balance  Sheet  Date,  the  Company has paid all
accounts payable in the ordinary course of business in accordance with the terms
thereof,  and have not  delayed  the  payment  thereof in  contemplation  of the
transactions provided in the Agreement or otherwise.

           4.19 Inventory. Except as set forth on Schedule 4.19, the Inventories
of raw materials,  in-process  and finished  products of the Company are in good
condition, conform in all material


                                      -21-

<PAGE>



respects with the Company's  applicable  specifications and warranties,  are not
obsolete,  and are  saleable  as of the date  hereof at values not less than the
book value amounts thereof.  Adequate  reserves have been provided for inventory
obsolescence  and the  values  at which  such  Inventories  are  carried  are in
accordance with the normal valuation of the Company and, to the knowledge of the
Company,  with GAAP  consistently  applied except as set forth on Schedule 4.13.
All Inventory  disposed of by the Company since the Reference Balance Sheet Date
has been disposed of under terms consistent with the Company's past practices.

           4.20  Absence  of Change or  Event.  Except as set forth on  Schedule
4.20,  since the  Reference  Balance  Sheet Date,  the Company has conducted its
business only in the ordinary course consistent with past practice and has not:

                     (a)  experienced a material  adverse change in the Acquired
           Assets,  Liabilities (contingent or otherwise),  property,  Business,
           condition (financial or otherwise), operations, results of operations
           or prospects of the Company;

                     (b)  incurred  any   obligation  or  Liability,   absolute,
           accrued,  contingent or  otherwise,  whether due or to become due, in
           excess of Five Thousand  Dollars  ($5,000) in the  aggregate,  except
           Liabilities  or  obligations  incurred  in  the  ordinary  course  of
           business and consistent with prior practice;

                     (c) mortgaged, pledged or subjected to lien, restriction or
           any  other  Encumbrance  any of the  property,  Business  or  assets,
           tangible or intangible, of the Company;

                     (d)  sold,  transferred,  leased  to  others  or  otherwise
           disposed  of  any  of  its  assets  (or  committed  to do  any of the
           foregoing), including the payment of any loans owed, or the making of
           any loans, to any officer,  director,  shareholder or other affiliate
           of the Company, except for inventory sold to customers or returned to
           vendors  and  payments to any  non-affiliates  on account of accounts
           payable or scheduled  payments in respect of  indebtedness  for money
           borrowed   disclosed  on  the  Reference  Balance  Sheet  or  in  the
           Schedules, or canceled, waived, released or otherwise compromised any
           debt or claim other than in the ordinary  course of business,  or any
           material right;

                     (e) suffered any damage,  destruction  or loss  (whether or
           not covered by  insurance)  in an amount  greater than Five  Thousand
           Dollars ($5,000);

                     (f) made or committed to make any capital  expenditures  or
           capital  additions or  betterments  in excess of an aggregate of Five
           Thousand Dollars ($5,000);

                     (g)  instituted or  threatened  any  litigation,  action or
           proceeding  before any Governmental  Authority  relating to it or its
           property;

                     (h)  issued,  authorized  for  issuance or sold any capital
           stock,  notes, bonds or other securities,  or any option,  warrant or
           other right to acquire the same, of the Company,  or declared or paid
           any dividend or made any other payment or  distribution in respect of
           its


                                      -22-

<PAGE>



           capital  stock,  or directly or  indirectly  redeemed,  purchased  or
           otherwise acquired any of its capital stock or any option, warrant or
           other right to acquire such capital stock;

                     (i) increased the  compensation  of any officer,  director,
           employee or agent of the Company,  directly or indirectly,  including
           by  means  of any  bonus,  pension  plan,  profit  sharing,  deferred
           compensation,  savings, insurance,  retirement, or any other employee
           benefit  plan,  except in the case of any employee  whose annual base
           compensation is less than Twenty Thousand Dollars ($20,000);

                     (j)  materially  changed any of its business or  accounting
           accrual  practices,  including,  without  limitation,  the  amount of
           promotional  or  advertising  expenditures,  investments,  marketing,
           pricing,  purchasing,   production,   personnel,  sales,  returns  or
           budgets,  accounts  receivable  or inventory  reserves,  or otherwise
           changed its policies with respect thereto;

                     (k) made or changed any  election  concerning  Taxes or Tax
           returns,  changed an annual accounting period, adopted or changed any
           accounting  method,  filed any amended Tax Return,  entered  into any
           closing  agreement  with  respect to Taxes,  settled any Tax claim or
           assessment  or  surrendered  any  right to claim a refund of Taxes or
           obtained  or  entered  into  any  Tax  ruling,  agreement,  contract,
           understanding, arrangement or plan;

                     (l)  allowed any Permit  relating  to the  Business of the
           Company to lapse or terminate;

                     (m) materially amended or terminated or received any threat
           (not subsequently withdrawn) to terminate, any Contract;

                     (n) cancelled,  compromised,  waived or released any rights
           or  claims  (or  series  of  related  rights or  claims)  either  (i)
           involving  an  affiliate  of the  Company or the  Shareholders,  (ii)
           involving more than Five Thousand  Dollars  ($5,000) or (iii) outside
           the ordinary course of business consistent with past practice;

                     (o)  delayed  or  failed  to repay  when due any  material
           obligation of the Company;

                     (p) failed to operate  the  Business  of the Company in the
           ordinary course consistent with past practice so as to use reasonable
           efforts to preserve the Business intact, to keep available to QDL the
           services of its  employees,  and to preserve  for QDL the goodwill of
           the Company's  suppliers,  customers,  distributors and others having
           business relations with it;

                     (q) granted any license or  sublicense  of any rights under
           or with respect to any Intellectual Property Rights of the Company;



                                      -23-

<PAGE>



                     (r) lent  to,  or made  other  agreement  with any  Company
           employee outside the ordinary course of business consistent with past
           practice  giving  rise to any claim or right on its part  against the
           Person or on the part of the Person against it;

                     (s) amended  its  articles  of  incorporation  or bylaws or
           merged  with or into or  consolidated  with any  Person,  subdivided,
           combined or in any way  reclassified any shares of its capital stock,
           or changed or agreed to change the rights of its capital stock or the
           character thereof; or

                     (t) engaged in any other material transaction other than in
           the ordinary course of business.

           4.21  Compliance  with Law.  The  operations  and  activities  of the
Company have complied and are in compliance in all respects with all  applicable
federal, state, local and foreign laws, statutes, rules,  regulations,  judicial
and administrative decisions and consents,  judgments, orders, awards, writs and
decrees of any court,  governmental or regulatory body, administrative agency or
arbitrator,  including,  without  limitation,  health  and safety  statutes  and
regulations and all  environmental  laws,  including,  without  limitation,  all
restrictions,  conditions, standards, limitations,  prohibitions,  requirements,
obligations,  schedules and timetables  contained in the  environmental  laws or
contained in any regulation,  code, plan, order, decree,  judgment,  injunction,
notice or demand letter issued, entered, promulgated or approved thereunder, the
failure of which could have a Material Adverse Effect on the Company.

           4.22 Contracts and  Commitments.  (a) Except for Contracts  listed on
Schedule  4.22,  the Company is not a party to, or bound by, any Contract of any
kind to be performed,  in whole or in part,  after the Closing Date (i) pursuant
to which it is obligated to expend more than Ten Thousand  Dollars  ($10,000) in
any twelve-month  period or that is not subject to cancellation on not more than
Thirty (30) days' notice by the Company  without  penalty or increased  cost, or
(ii) with any affiliate of the Company or the  Shareholders.  There is not under
any  Contract:  (A) any  existing  material  default by the  Company  or, to the
Company's and the Shareholders'  knowledge,  by any other party thereto,  or (B)
any event  which,  after  notice or lapse of time or both,  would  constitute  a
material  default by the  Company  or, to the  Company's  and the  Shareholders'
knowledge,  by any other party,  or result in a right to accelerate,  suspend or
terminate or result in a loss of rights of the Company.  Schedule 4.22 lists the
following  Contracts,  agreements  and other written  arrangements  to which the
Company is a party:

                     (i) any written  arrangements  (or group of related written
           arrangements)  for the lease of personal  property  or real  property
           providing  for lease  payments  in excess  of Five  Thousand  Dollars
           ($5,000) per annum;

                     (ii) any written  arrangement  (or group of related written
           arrangements) for the purchase or sale of raw materials, commodities,
           supplies, products or other property or for the furnishing or receipt
           of services,  including,  without limitation,  any customer or vendor
           contracts involving more than Five Thousand Dollars ($5,000);



                                      -24-

<PAGE>


                     (iii) any written  arrangement (or group of related written
           arrangements)  concerning  a  partnership  or joint  venture with any
           other Person;

                     (iv) any written  arrangement  (or group of related written
           arrangements)  under  which  it has  created,  incurred,  assumed  or
           guaranteed (or may create,  incur, assume or guarantee)  indebtedness
           (including  capitalized lease  obligations)  involving more than Five
           Thousand  Dollars  ($5,000) in principal amount or under which it has
           imposed  (or may  impose) a security  interest  or lien on any of its
           assets, tangible or intangible;

                     (v) any written  arrangement  (or group of related  written
           arrangements)    concerning    confidentiality   or   non-competition
           arrangements;

                     (vi)  any  Benefit  Plan of the  Company  and  any  written
           arrangement  with any of its  directors,  officers,  stockholders  or
           employees  in  the  nature  of  a  collective  bargaining  agreement,
           employment agreement or severance agreement;

                     (vii) any written  arrangement  with any of its  directors,
           officers,  shareholders  or  employees  or any  member  of  any  such
           Person's  immediate  family  (x)  providing  for  the  furnishing  of
           material  services by, (y)  providing for the rental of material real
           or  personal  property  from,  or (z)  otherwise  requiring  material
           payments  to (other  than for  services  as  officers,  directors  or
           employees  of the  Company),  any  such  Person  or any  corporation,
           partnership,  trust or other  entity in which any such  Person  has a
           substantial interest as a shareholder,  officer, director, trustee or
           partner;

                     (viii) any other written  arrangement  (or group of related
           written  arrangements)  under which the  consequences of a default or
           termination could have a Material Adverse Effect on the Company;

                     (ix) any other  written  arrangement  (or group of  related
           written  arrangements)  either involving  aggregate  payments of more
           than  Five  Thousand  Dollars  ($5,000)  or not  entered  into in the
           ordinary course of business consistent with past practice; or

                     (x) any oral contract,  agreement, past or present practice
           or policy,  or other  arrangement  with respect to any of the matters
           referred  to in the  foregoing  clauses  (i)  through  (ix)  and  any
           proposal  (oral or written) to enter into any contract,  agreement or
           other  arrangement  with respect to any of the matters referred to in
           the foregoing clauses (i) through (ix).

                     (b) The  Company  has  delivered  to QDL and/or  Questron a
correct and complete  copy of each written  arrangement  listed in Schedule 4.22
and has  included  as part of  Schedule  4.22 a brief  summary  of any such oral
contracts,  agreements or other arrangements and any proposals (oral or written)
to enter into any such contracts,  agreements or other  arrangements.  Except as
set forth on Schedule 4.22, with respect to each written arrangement listed, (A)
the written arrangement is legal, valid, binding, and enforceable  obligation of
the Company  (except as such  enforceability  may be limited by (i)  bankruptcy,
insolvency, moratorium, reorganization and other similar laws


                                      -25-

<PAGE>



affecting creditors' rights generally and (ii) the general principles of equity,
regardless  of whether  asserted in a proceeding  in equity or at law) and is in
full force and effect;  (B) the written  arrangement  will continue to be legal,
valid  binding  obligation  if the  Company  and  enforceable  (except  as  such
enforceability  may  be  limited  by  (i)  bankruptcy,  insolvency,  moratorium,
reorganization and other similar laws affecting  creditors' rights generally and
(ii) the  general  principles  of equity,  regardless  of whether  asserted in a
proceeding  in equity or at law) and is in full  force and  effect on  identical
terms following the Closing Date; and (C) to the Company's and the Shareholders'
knowledge, no party has repudiated any term of the written arrangement.

           4.23  Insurance.  (a)  Schedule  4.23 sets  forth  (i) the  Insurance
Policies  presently in force and,  without  restricting  the  generality  of the
foregoing,  those  covering the Company's  product  liability and its personnel,
properties, buildings, machinery, equipment, furniture, fixtures and operations,
specifying  with  respect to each such policy the name of the  insurer,  type of
coverage,  term of policy, limits of liability,  the expiration date, the policy
number and annual premium;  (ii) the Company's premiums,  deductibles and losses
in  excess  of  Twenty-Five  Thousand  Dollars  ($25,000),  by year,  by type of
coverage,  for the  calendar  years  1995,  1996 and 1997  based on  information
received  from  the  Company's  insurance  carrier(s);   (iii)  all  outstanding
insurance claims in excess of Ten Thousand Dollars  ($10,000) by the Company for
damage to or loss of property or income which have been  referred to insurers or
which the Company believes to be covered by commercial  insurance;  (iv) general
comprehensive  liability  policies carried by the Company for the calendar years
1996,  1997  and  1998,  including  excess  liability  policies;   and  (v)  any
agreements,  arrangements  or  commitments  by or relating to the Company  under
which the Company indemnifies any other Person or is required to carry insurance
for the benefit of any other Person. The Company has heretofore delivered to QDL
and/or  Questron  complete  and correct  copies of the  Insurance  Policies  and
agreements set forth on Schedule 4.23.

                     (b) The  Insurance  Policies set forth on Schedule 4.23 are
in full  force and  effect,  all  premiums  which are due with  respect  thereto
covering all periods up to and including the Closing Date have been paid, and no
notice of cancellation or termination has been received with respect to any such
policy.  Such policies are consistent with industry practices and are sufficient
for  compliance  with all  requirements  of Law and all  agreements to which the
Company is a party; are valid, outstanding and enforceable policies; will remain
in full force and effect  through  the  respective  dates set forth on  Schedule
4.23;  provided sufficient  coverage,  in the reasonable opinion of the Company,
for the  risks  insured  against;  and will not in any way be  affected  by,  or
terminate  or  lapse  by  reason  of,  the  transactions  contemplated  by  this
Agreement.  The Company is not in default under any of such policies or binders,
and the  Company has not failed to give any notice or to present any claim under
any such  policy or binder in a due and timely  fashion  where  such  default or
failure to give notice or present a claim could have a Material  Adverse  Effect
on the Company.  The Company has not been refused any insurance  with respect to
the  respective  assets or operations of the Company,  nor has any such coverage
been limited,  by any insurance carrier to which the Company has applied for any
such  insurance  or with which the  Company  has  carried  insurance  during the
calendar years 1996, 1997 and 1998. The Company has not received any notice from
its insurance carriers that any insurance premiums will be materially  increased
in the future or that any insurance coverage listed on Schedule 4.23 will not be
available in the future on substantially the same terms as now in effect.


                                      -26-

<PAGE>



           4.24      Intentionally Omitted.

           4.25  Customers,  Suppliers,  Distributors,  Etc.  (a)  No  supplier,
customer,  distributor  or sales  representative  of the Company has canceled or
otherwise terminated, or made any written threat to the Company or to any of its
Affiliates  to cancel or  otherwise  terminate,  for any reason,  including  the
consummation of the transactions  contemplated hereby, its relationship with the
Company or to reduce sales volumes below those presently existing, or has at any
time on or after the  Reference  Balance  Sheet Date  decreased  materially  its
services or supplies to the Company or its usage of the  services or products of
the Company or made any written  claim that any item sold by the Company  failed
to meet any specification with respect thereto or were otherwise defective other
than in the ordinary  course of business or where such claim does not involve an
amount in  excess  of Five  Thousand  Dollars  ($5,000).  Except as set forth on
Schedule 4.25, the Company and the Shareholders  have no knowledge that any such
supplier or customer  intends to cancel or otherwise  terminate its relationship
with the  Company or to  decrease  materially  its  services  or supplies to the
Company or their usage of the services or products of the  Company,  as the case
may be. Except as set forth on Schedule  4.25, the Company has not sold goods to
be delivered  after  Closing to any  customer on a  consignment  basis,  and the
Company has not agreed  with any  customer of the Company to sell goods to it to
be  delivered  after  Closing at either a  discounted  price or at a price which
includes any type of allowance for the cost of the customer's advertising.

                     (b) Schedule  4.25(b) sets forth the customer sales history
of the top twenty customers of the Company for the calendar years ended December
31, 1997 and 1998. Such information is true and complete.

                     (c)  Schedule  4.25(c)  sets forth a complete  and accurate
list of  suppliers  of the  Company  from whom the  Company  has made  aggregate
purchases in excess of Twenty  Thousand  Dollars  ($20,000)  during the calendar
year ended  December 31, 1998,  showing the  approximate  total  purchase by the
Company from each such supplier during such calendar year.

           4.26 Previous Sales;  Warranties;  Product Liability. (a) The Company
has not breached any express or implied  warranties in connection  with the sale
or distribution of goods or the performance of services.

                     (b) Schedule  4.26(b)  sets forth all  warranty  claims for
amounts in excess of Fifteen Thousand Dollars ($15,000), individually,  asserted
against the Company,  together  with the actual or  estimated  cost of repair or
replacement,  (i)  outstanding  as of the date hereof,  and (ii) for each of the
three fiscal years ended September 30, 1997, 1996 and 1995.

                     (c) Schedule  4.26(c)  contains a complete and correct list
of (i) product  liability  claims made against the Company  since  September 30,
1995 and (ii) any amounts  paid by the  Company or its  insurance  company  with
respect to such claims.  Set forth on Schedule  4.26(c) is a list of all product
liability  insurance  policies  currently  in effect or  providing  coverage for
occurrences in prior periods.  Except as set forth on Schedule 4.26(c), there is
no  Action,  suit,  inquiry,  proceeding  or  investigation  by  or  before  any
Governmental Authority pending or


                                      -27-

<PAGE>



threatened against or involving the Company relating to any product manufactured
or sold by the  Company  and  alleged  to have  been  defective,  or  improperly
designed or manufactured.

           4.27 Environmental  Matters. (a) For the purposes of this Section the
following  terms  shall have the  following  meanings:  (i) the term  "Hazardous
Material"  shall mean any material or substance  that,  whether by its nature or
use,  is now or  hereafter  defined,  determined  or  identified  as a hazardous
material,  hazardous waste, hazardous substance,  toxic substance,  pollutant or
contaminant  under  any  Environmental  Law,  or  which  is  toxic,   explosive,
corrosive,  ignitable,  infectious,  radioactive,   carcinogenic,  mutagenic  or
otherwise  hazardous or is harmful to human health or the environment,  or which
is or contains petroleum, gasoline, diesel fuel or another petroleum hydrocarbon
product;  and (ii) "Environmental  Laws" shall collectively mean all present and
future federal, state and local laws, statutes,  ordinances, rules, regulations,
orders, codes, licenses,  permits, decrees, judgments,  directives,  guidelines,
standards or the equivalent of or by any governmental  authority and relating to
or addressing  the  protection of the  environment  or human health  (including,
without limitation, the Comprehensive  Environmental Response,  Compensation and
Liability  Act of 1980,  as  amended  (42  U.S.C.  Section  9601 et  seq.),  the
Hazardous Materials  Transportation  Act, as amended (49 U.S.C.  Section 1801 et
seq.), the Resource Conservation and Recovery Act, as amended (42 U.S.C. Section
9601 et seq.), and the regulations adopted and publications promulgated pursuant
thereto).

                     (b) Except as set forth in Schedule  4.27,  the Company and
the Shareholders warrant and represent that: (i) neither the Company nor, to the
best of the Company's and the  Shareholders'  knowledge,  any prior owner or any
user or tenant or operator of the Real Property, has generated, stored, treated,
disposed  of,  used,  caused  to be  used,  or  permitted  the use of  Hazardous
Materials in, on or about the Real Property in violation of Environmental  Laws;
(ii) the Company and the Real  Property are in  compliance  with all  applicable
Environmental  Laws;  (iii) the  Company  has  secured  all  permits,  licenses,
authorizations,  registrations and approvals  necessary for the storage,  use or
handling of Hazardous Materials, such approvals are currently in effect, and the
Company  is in  compliance  therewith;  (iv)  there  are no  pending  or, to the
Company's and the Shareholders' knowledge, threatened claims by any Governmental
Authority or any other person in respect of  Environmental  Laws  affecting  the
Company or the Real  Property and neither the  Shareholders  nor the Company has
received any notice of any violations of any Environmental  Laws or has received
any warning notices,  administrative  complaints,  judicial  complaints or other
formal  or  informal  notices  from any  person  alleging  that the  Company  or
conditions   on  the  Real  Property  are,  or  may  be,  in  violation  of  any
Environmental  Laws;  (v) there is not now,  nor,  to the best of  Shareholders'
knowledge, has there ever been, any disposal, discharge or other type of release
on property  adjacent  to or near the Real  Property or to the surface or ground
water flowing to the Real Property which may constitute a risk of  contamination
to the Real Property; and (vi) no releasing,  emitting,  discharging,  leaching,
dumping or disposing of any  Hazardous  Material by the Company or from the Real
Property has occurred  at,  into,  onto or under the Real  Property or any other
property which may give rise to liability under any Environmental Law.

           4.28  Absence of Certain  Payments.  Except as set forth on  Schedule
4.28, neither the Company nor any director,  officer,  agent,  employee or other
Person  acting  on  behalf  of the  Company  nor any  Shareholder  has  used any
corporate or other funds for unlawful contributions, payments,


                                      -28-

<PAGE>



gifts, or entertainment, or made any unlawful expenditures relating to political
activity to government  officials or others or  established  or  maintained  any
unlawful or  unrecorded  funds in violation of Section 30A of the Exchange  Act.
Neither the Company nor any current director,  officer, agent, employee or other
Person  acting on behalf of the Company has  accepted or received  any  unlawful
contributions, payments, gifts or expenditures.

           4.29  Additional  Information.  Schedule  4.29  accurately  lists the
following  (Schedule 4.29 may be revised as of immediately  prior to the Closing
to account for any changes):

                     (a) the names of all officers and directors of the Company;

                     (b)  the  names  and  addresses  of  every  bank  or  other
financial  institution  in which  the  Company  maintains  an  account  (whether
checking,  savings or otherwise),  lock box or safe deposit box, and the account
numbers and names of Persons having signing authority or other access thereto;

                     (c) the names of all Persons  authorized to borrow money or
incur or guarantee indebtedness on behalf of the Company;

                     (d) the names of any  Persons  holding  powers of  attorney
from the Company and a summary statement of the terms thereof; and

                     (e) all names under which the  Company  has  conducted  any
part of the Business or which it has otherwise  used at any time during the past
five years.

           4.30 Investment Intent. The Company and each of the Shareholders,  on
their own behalf and in their individual capacities:

                               (i)  represents and warrants that (a) the Closing
           Shares,  and  (b)  the  Additional  Shares,  if any  (the  securities
           describes  in  clauses  (a),  (b) and (c) being  herein  referred  to
           collectively  as,  the   "Securities")   are  being  acquired  as  an
           investment and not with a view to the distribution thereof;

                               (ii) understands that none of the Securities have
           been registered under the Act, in reliance on an exemption therefrom,
           and that none of the Securities  have been approved or disapproved by
           the United States Securities and Exchange  Commission or by any other
           Federal or state agency;

                               (iii) understands that none of the Securities can
           be sold, transferred or assigned unless registered by Questron (which
           neither  the  Company  nor any  Shareholder  has the right to compel)
           pursuant to the Act and any  applicable  state  securities  laws,  or
           unless an exemption therefrom is available, and, accordingly,  it may
           not be possible for the Company or any  Shareholder  to liquidate its
           investment  in the  Securities,  and  agrees  not to sell,  assign or
           otherwise   transfer  or  dispose  of  the  Securities   unless  such
           Securities have been so registered or an exemption from  registration
           is available;


                                      -29-

<PAGE>



                               (iv) acknowledges that all documents, records and
           books  pertaining  to Questron and its business  (including,  but not
           limited  to, the  following  documents)  have been  provided  to, and
           reviewed by, the Company and each Shareholder:

                     (a) Questron's Annual Reports on Form 10-KSB for the fiscal
           years ended December 31, 1995, 1996 and 1997;

                     (b)  Questron's  Quarterly  Reports on Form  10-QSB for the
           quarterly  periods ending March 31, 1998, June 30, 1998 and September
           30, 1998;

                     (c) Questron's Proxy Statement, dated May 5, 1998, relating
           to its 1998 Annual Meeting of Shareholders; and

                     (d) Questron's Form 8-K and 8-K/A dated October 8, 1998 and
           December  8,  1998,   respectively,   have  been  made  available  to
           Shareholders  and  Shareholders'  attorney and/or  accountant  and/or
           representative.  Each  Shareholder  has  had  an  opportunity  to ask
           questions and receive  answers from Questron  concerning the Business
           and assets of Questron and all such  questions  have been answered to
           the full satisfaction of such Shareholders;

                               (v)  the  Company  and  each  Shareholder  is  an
           accredited  investor,  as that term is defined in  Regulation D under
           the Act; and

                               (vi)  understands  that any  distribution  of the
           Securities  by the Company to the  Shareholders  must comply with all
           provisions of the Securities Act.

           4.31  Disclosure.   (a)  No  representations  or  warranties  by  the
Shareholders  and the Company in this Agreement,  including the Exhibits and the
Schedules,  and no  statement  contained  in any  document  (including,  without
limitation, the financial statements,  certificates and other writings furnished
or to be furnished by the  Shareholders or the Company to QDL and/or Questron or
any of their respective  representatives pursuant to the provisions hereof or in
connection with the transactions  contemplated hereby), contains or will contain
any  untrue  statement  of  material  fact or  omits or will  omit to state  any
material fact necessary,  in light of the circumstances under which it was made,
in order to make the statements  herein or therein not  misleading.  There is no
fact known to the  Company  and the  Shareholders  which has a Material  Adverse
Effect on the Company which has not been set forth in this Agreement,  including
any Exhibit or Schedule,  the financial  statements  referred to in Section 4.13
(including  the  footnotes  thereto),  any  schedule,  exhibit,  or  certificate
delivered  in  accordance  with the terms hereof or any document or statement in
writing which has been supplied by or on behalf of  Shareholders  or the Company
in connection with the transactions contemplated by this Agreement.

                     (b) The Company has  furnished or caused to be furnished to
QDL and/or Questron  complete and correct copies of all agreements,  instruments
and  documents  set  forth  in the  Schedules.  Each of the  Schedules  is true,
complete and correct.



                                      -30-

<PAGE>



                                    ARTICLE 5

               REPRESENTATIONS AND WARRANTIES OF QDL AND QUESTRON

                     QDL and Questron  represent  and warrant to the Company and
the Shareholders that:

           5.1  Organization.  Each of QDL and  Questron is a  corporation  duly
organized and validly  existing and in good standing under the laws of the State
of  Delaware.  Each of QDL and Questron has all  requisite  corporate  power and
authority to carry on its respective  business as now being conducted and to own
its respective properties and is duly licensed or qualified and in good standing
as a foreign  corporation in each  jurisdiction in which it is required to be so
licensed  or so  qualified,  except  where the  failure to be so  licensed or so
qualified would not have a Material Adverse Effect on such entity.

           5.2 Corporate Authority; Due Execution.  Each of QDL and Questron has
full  corporate  power and authority to enter into this Agreement and each Other
Document to which it is party and to consummate  the  transactions  contemplated
hereby and thereby.  The execution,  delivery and performance by each of QDL and
Questron  of this  Agreement  and each Other  Document to which it is party have
been duly authorized by all requisite corporate action. This Agreement has been,
and each of the other  agreements  contemplated by this Agreement to which it is
party will be as of the Closing Date, duly executed and delivered by each of QDL
and Questron,  and (assuming due execution and delivery by Shareholders  and the
Company) this  Agreement  constitutes,  and each of such other  agreements  when
executed and delivered will constitute,  a valid and binding  obligation of each
of QDL and Questron,  enforceable in accordance  with its terms,  except as such
enforceability may be limited by bankruptcy,  insolvency, moratorium, fraudulent
conveyance, reorganization or similar laws affecting creditors' rights generally
or by general equitable principles.

           5.3 No Violation.  Neither QDL nor Questron is subject to or bound by
any provision of:

                     (a) any law,  statute,  rule,  regulation  or  judicial  or
           administrative decision,

                     (b) any certificate of incorporation or by-laws,

                     (c) any contract,  mortgage,  deed of trust,  lease,  note,
           shareholders'  agreement,   bond,  indenture,   other  instrument  or
           agreement,   license,   permit,   trust,   custodianship   or   other
           restriction, or

                     (d) any judgment,  order, writ, injunction or decree of any
           court, governmental body, administrative agency or arbitrator,

that would prevent or be violated by, or under which there would be a default as
a result of, the execution,  delivery and performance by QDL or Questron of this
Agreement,  and each Other  Document and the  consummation  of the  transactions
contemplated  hereby and thereby.  No consent,  approval or  authorization of or
declaration or filing with any Person is required for the valid


                                      -31-

<PAGE>


execution,  delivery and  performance  by QDL and Questron of this Agreement and
the consummation of the transactions contemplated hereby.

           5.4 SEC  Documents.  Questron  has  furnished  the  Company  and each
Shareholder with copies of the following  reports (the "SEC Documents") filed by
Questron with the United States Securities and Exchange Commission (the "SEC"):

                     (a) Questron's Annual Reports on Form 10-KSB for the fiscal
           years ended December 31, 1995, 1996 and 1997;

                     (b)  Questron's  Quarterly  Reports on Form  10-QSB for the
           quarterly  periods ending March 31, 1998, June 30, 1998 and September
           30, 1998;

                     (c) Questron's Proxy Statement, dated May 5, 1998, relating
           to its 1998 Annual Meeting of Shareholders; and

                     (d)  Questron's  Forms 8-K and 8-K/A dated  October 8, 1998
           and December 8, 1998, respectively.

Questron is current in its  obligations  to file all periodic  reports and proxy
statements  with  the SEC  required  to be  filed  under  the  Exchange  Act and
applicable rules and regulations promulgated thereunder.

           5.5  Questron  Common  Stock.  All shares of  Questron  Common  Stock
delivered  to the  Company or its  designees  pursuant to this  Agreement,  when
issued and paid for as contemplated hereby, will be duly authorized,  fully paid
and non-assessable.


                                    ARTICLE 6

                      CERTAIN COVENANTS AND AGREEMENTS OF 
                   SHAREHOLDERS, THE COMPANY, QDL AND QUESTRON

           6.1 Conduct of Business Prior to the Closing Date.  The  Shareholders
and the Company  agree with  Questron and QDL that,  between the date hereof and
the Closing Date:

                     (a) Except as  contemplated  by this Agreement or permitted
by written consent of QDL, the  Shareholders  shall cause the Company to operate
its Business only in the ordinary course  consistent with prior practice and not
to:

                               (i)  declare  or  pay  any  dividends,  make  any
                     distributions  to the Shareholders or undertake any similar
                     transactions affecting the capital of the Company;



                                      -32-

<PAGE>



                               (ii) sell or dispose of any assets of the Company
                     other than the sale of inventory in the ordinary  course of
                     business;

                               (iii) take any action of the nature  referred  to
                     in Section 4.20, except as permitted therein;

                               (iv) change the Company's banking or safe deposit
                     arrangements;

                               (v)  cause  or  permit  indebtedness  (which  for
                     purposes  of this  clause  (v) shall be  deemed to  exclude
                     trade  payables  consisting of accounts  payable,  deferred
                     taxes and  accrued  expenses)  of the Company to exceed Ten
                     Thousand Dollars ($10,000) in the aggregate; or

                               (vi) except as may be  required by law,  take any
                     action to amend or terminate  any Benefit Plan or adopt any
                     other plan, program,  arrangement or practice providing new
                     benefits or compensation to its employees.

                     (b) The Shareholders and the Company  acknowledge and agree
that from the  Effective  Date until  Closing the  Shareholders  and the Company
shall  conduct the  Business  for the account of QDL and that all of the profits
and losses  associated  with the Business during such period shall accrue solely
to QDL. The Shareholders and the Company shall use their best efforts to conduct
the Business of the Company in a manner consistent with past business practices;
to preserve the business  organization of the Company intact;  to keep available
to QDL the  services of the present  officers and  employees of the Company;  to
preserve  for  QDL  the  good  will  of  the  Company's  suppliers,   customers,
distributors,  sales  representatives  and others having business relations with
the Company;  and to inform QDL of, and consult  with QDL on, any key  decisions
involving any capital expenditure in excess of Fifty Thousand Dollars ($50,000).

                     (c) The Shareholders shall cause the Company to maintain in
force the Insurance  Policies referred to on Schedule 4.23 or Insurance Policies
providing the same or substantially  similar coverage;  provided,  however, that
the Company  will notify QDL prior to the  expiration  of any of such  Insurance
Policies.

                     (d) Except as  contemplated  by this Agreement or permitted
by written consent of QDL, no Benefit Plan disclosed or required to be disclosed
has been or will be:

                               (i)  terminated  by the  Company  other  than for
                     expiration of its terms;

                               (ii) except as  required  by law,  amended in any
                     manner  which would  directly or  indirectly  increase  the
                     benefits accrued in a material  amount,  by any participant
                     thereunder; or

                               (iii)  except as required by law,  amended in any
                     manner which would  materially  increase the cost to QDL of
                     maintaining such plan, fund or arrangement.



                                      -33-

<PAGE>



                     (e) The  Shareholders and the Company shall give QDL prompt
notice of any event,  condition or  circumstance  occurring from the date hereof
through  the Closing  Date that would  constitute  a violation  or breach of any
representation  or  warranty  of the  Shareholders  or the  Company of which the
Shareholders or the Company have  knowledge,  whether made as of the date hereof
or as of the Closing Date, or that would constitute a violation or breach of any
covenant of the Company or the Shareholders contained in this Agreement.

           6.2       Tax Covenants; Bulk Sales Act.

                     (a) After  the  Closing  Date,  the  Company  and QDL shall
provide each other with such cooperation and information as any party reasonably
may  request in (i) filing any Tax return,  amended  return or claim for refund,
(ii)  determining  any Tax  liability  or a right  to  refund  of  Taxes,  (iii)
conducting  or defending  any audit or other  proceeding  in respect of Taxes or
(iv)  effectuating  the terms of this  Agreement.  The parties  shall retain all
returns,  schedules and workpapers, and all material records and other documents
relating  thereto until the expiration of the statute of limitation (and, to the
extent  notified by any party,  any extensions  thereof) of the taxable years to
which such returns and other documents relate and, unless such returns and other
documents are offered and delivered to the Company,  the Shareholders or QDL, as
applicable,  until the final  determination of any Tax in respect of such years.
Any  information  obtained  under this  Section 6.2 shall be kept  confidential,
except as may be otherwise  necessary in connection  with filing any Tax return,
amended return,  or claim for refund,  determining any Tax liability or right to
refund of Taxes, or in conducting or defending any audit or other  proceeding in
respect of Taxes. Notwithstanding the foregoing, none of the Company, QDL or the
Shareholders,  nor any of their  affiliates,  shall be required  unreasonably to
prepare any document,  or determine any  information not then in its possession,
or the possession of its agents, representatives or affiliates, in response to a
request under this Section 6.2.

                     (b)  The   Company   and/or  the   Shareholders   shall  be
responsible for any documentary transfer or gains Taxes and any sales, use, real
property,  transfer or gains or other Taxes imposed by reason of the transfer of
the Acquired Assets to QDL as provided hereunder and any deficiency, interest or
penalty asserted with respect thereto. The Company and/or the Shareholders shall
pay the  fees  and  costs of  obtaining,  recording  or  filing  all  applicable
conveyancing  instruments described in Section 7.7, including all costs and fees
relating to the  assignment  of Contracts and Leases to QDL and the obtaining of
consents with respect thereto.

                     (c) At least  thirty  (30)  days  prior  to the  date  that
Internal  Revenue  Service Form 8594 is required to be filed with respect to the
Acquisition,  QDL shall  prepare and submit to the Company,  and the Company and
the  Shareholders  hereby  agree to be bound by, an  allocation  of the Purchase
Price  among the  Acquired  Assets and the Assumed  Liabilities  as set forth on
Schedule 6.2(c). Each of QDL and the Company and/or the Shareholders agrees that
(a) it will  prepare  all  required  Tax returns and reports in a manner that is
consistent with such allocation,  (b) it will file Internal Revenue Service Form
8594  in  such  manner  and  (c) it  will  not  voluntarily  take  any  position
inconsistent  therewith upon  examination of any such Tax return,  in any refund
claim, in any litigation or otherwise with respect to such income Tax returns.



                                      -34-

<PAGE>



                     (d) Within thirty (30) days after the Closing,  the Company
and the Shareholders  shall provide QDL with a clearance  certificate or similar
documents  that may be required by any state Tax  Authority  in order to relieve
QDL of any obligation to withhold any portion of the Purchase Price.

                     (e) The parties hereby waive compliance with the bulk sales
act or comparable  statutory  provisions of each  applicable  jurisdiction.  The
Company and the  Shareholders,  jointly and severally,  shall  indemnify QDL and
Questron and their  respective  Affiliates and hold each of them harmless,  from
and against any and all losses, deficiencies, liabilities, damages, assessments,
judgments,  costs and expenses  caused by,  resulting from or arising out of the
failure of the Company and the Shareholders to comply with the terms of any such
provisions  applicable to the  transactions  completed by this Agreement and the
Other Documents.

           6.3 Expenses and Finder's  Fees.  QDL and Questron,  on the one hand,
and the Company and the Shareholders, on the other, will bear their own expenses
in  connection  with this  Agreement  and its  performance.  The Company and the
Shareholders,  on the one  hand,  and  QDL  and  Questron,  on the  other,  each
represent  and  warrant  to the other  that the  negotiations  relative  to this
Agreement and the transactions  contemplated hereby have been carried on in such
a manner as not to give rise to any valid  claims  against the other party for a
brokerage commission, finder's fee or other like payment.

           6.4 Access to Information and  Confidentiality.  (a) The Shareholders
and the Company agree that until the Closing,  QDL and Questron may conduct such
reasonable  investigation  with  respect to the  Business,  business  prospects,
Acquired Assets,  Assumed  Liabilities,  Liabilities  (contingent or otherwise),
results of operations,  employees and financial condition of the Company as will
permit QDL and  Questron  to  evaluate  the  transactions  contemplated  by this
Agreement.  Until the Closing, the Company and the Shareholders shall afford QDL
and Questron  reasonable access to the premises,  Books and Records and business
affairs of the Company (and, to the extent  directly  relating  thereto,  of the
Shareholders) for purposes of conducting such  investigation and, promptly after
the end of each month (without demand or notice), shall furnish QDL and Questron
with  copies  of an  unaudited  balance  sheet as of the end of such  month  and
unaudited  statements  of income  and cash  flows for such  month,  in each case
prepared  consistent  with the  standards  set forth in the second  sentence  of
Section 4.13(a). Unless and until the transactions contemplated herein have been
consummated,  each of QDL and Questron, on the one hand, and the Company and the
Shareholders, on the other, shall maintain all confidential information received
from the other parties in  connection  with its  evaluation of the  transactions
contemplated by this Agreement,  including the independent  audit of the Company
performed by QDL and/or  Questron  (the  "Confidential  Information")  in strict
confidence,  and shall take all  precautions  necessary  to prevent  disclosure,
access to, or transmission of the Confidential Information, or any part thereof,
to any third party. Each of QDL, Questron,  the Company and the Shareholders may
make limited disclosure of Confidential  Information to its  representatives and
to such other  persons  as need to know for the  purpose  of  preparing  for and
negotiating  this  Agreement  and in  connection  with the  consummation  of the
purchase and sale contemplated  hereby,  including  arranging QDL's financing in
connection with the purchase, provided such persons are informed of and bound by
QDL's and Questron's  confidentiality  obligations  hereunder.  In the event the
Closing does not occur for any reason, each


                                      -35-

<PAGE>



of QDL and Questron,  on the one hand, and the Company and the Shareholders,  on
the other hand,  shall,  promptly upon the other  parties'  request,  return all
copies and recordings of the Confidential Information in its possession or under
its control and delete all records thereof in any data storage system maintained
by it. For the purposes of this Section 6.4, Confidential  Information shall not
include information which (a) the holder can reasonably  demonstrate was already
in the holder's  possession,  provided that such information is not known by the
holder  to be  subject  to  another  confidentiality  agreement  with,  or other
obligation of secrecy to another party, (b) becomes  generally  available to the
public  other than as a result of a  disclosure  by the  holder or the  holder's
directors,  officers, employees, agents or advisors, or (c) becomes available to
the  holder  on  a   non-confidential   basis  from  a  source  other  than  the
Shareholders,  the Company, or their advisors,  provided that such source is not
known by the holder to be bound by a  confidentiality  agreement  with, or other
obligation of secrecy to another party. Nothing contained in this Section 6.4 or
otherwise  shall  prohibit  the holder from making  disclosure  of  Confidential
Information to the extent required by Law, rule or regulation, provided that the
holder  shall  give the  other  prior  notice as to the  nature of the  required
disclosure so as to provide the other the  opportunity to challenge the need for
such disclosure.

                     (b) Upon  execution of this  Agreement,  the Company  shall
supply QDL with a correct and complete list of all Persons to whom  Confidential
Information  has been supplied over the past five (5) years.  The Company agrees
to use its best efforts to retrieve, procure and deliver to QDL all Confidential
Information  previously  provided to any Person or prospective  purchaser of any
assets,  business or capital stock of the Company  immediately upon execution of
this Agreement.

           6.5 No Solicitation.  The Shareholders and the Company shall not, and
each shall direct their respective  affiliates,  representatives  and agents and
the Company's officers and employees, not to, directly or indirectly, encourage,
solicit,  initiate,  continue or engage in discussions or negotiations  with, or
provide any non-public information to any Person concerning any merger, sales of
substantial  assets,  sales of shares of capital  stock or similar  transactions
involving  the Company or enter into any  agreement  with respect  thereto.  The
Company and the Shareholders will promptly  communicate to Questron the terms of
any proposal and the identity of the Person making such proposal  which they may
receive in respect of all such transactions prohibited by the foregoing.

           6.6 Employees.  (a) During the period between the date hereof and the
Closing Date, the Company shall use its best efforts to keep  available  current
Company  employees  for  employment  by QDL.  At the  Closing,  QDL shall  offer
employment,  effective  immediately upon the Closing,  to the Company  employees
listed on Schedule 6.6(a) on the terms and conditions similar to those in effect
immediately  prior to the Closing Date. The Company shall  encourage each of the
employees  listed on Schedule  6.6(a) to accept such offers of  employment.  The
Company further agrees to make the officers and the Company  employees listed on
Schedule  6.6(a)  and whom  QDL  deems  reasonably  necessary  to the  continued
operation of the Business  available to QDL during the 90-day  period  following
the Closing Date for the purpose of working for QDL.

                     (b)  There  shall be during  the  period  between  the date
hereof and the Closing Date no amendment or  announcement by or on behalf of the
Company or any ERISA  Affiliate  with  respect to any  Benefit  Plan which could
materially increase the expense of maintaining such Benefit


                                      -36-

<PAGE>



Plan with respect to the Company  employees above the level of expense  incurred
in respect  thereof for the fiscal  year ended on the  Reference  Balance  Sheet
Date.

                     (c) With  respect to the Benefit  Plans  listed on Schedule
2.1(o), the Company and QDL shall at the Closing take such reasonable action and
execute such  reasonable  documents as shall be necessary and proper to transfer
the sponsorship of such Benefit Plans,  together with the trusts assets relating
thereto, from the Company or an ERISA Affiliate to QDL.

           6.7 Press  Releases.  Except  as  required  by law or stock  exchange
regulation,  any  public  announcements  by  the  Company  or  the  Shareholders
regarding  the  transactions  contemplated  hereby  shall be made  only with the
consent of QDL.

           6.8 Transitional  Assistance.  The Company and the Shareholders shall
reasonably cooperate with and assist QDL in the orderly transfer of the Business
of the Company after the Closing Date.  Such  cooperation  and assistance  shall
include,  but not be limited to, the physical  transfer of any Books and Records
and computer software of the Company.

           6.9 Reserved.

           6.10  Conditions.  The Company and the  Shareholders  shall use their
best efforts to fulfill or cause the  fulfillment of the conditions set forth in
Article 7. QDL and Questron shall use their best efforts to fulfill or cause the
fulfillment of the conditions set forth in Article 8.

           6.11 Rule 144.  Following  the Closing Date,  Questron  agrees to use
commercially   reasonable   efforts  to  cooperate   with  the  Company  or  the
Shareholders  with  respect to permitted  sales of Questron  Common Stock by the
Company under Rule 144 of the Exchange Act.

           6.12 SEC  Filings.  Questron  will provide the Company with copies of
all reports  filed by Questron  under the  Securities  Act and the  Exchange Act
subsequent to the date hereof and prior to the Closing Date.

           6.13 Name Change.  At the Closing,  the Company  shall deliver to QDL
such documents as QDL may reasonably  request in connection  with the consent or
approval or filing  requirements to effect the change of the name of the Company
in the states and jurisdiction in which the Company conducts business, including
"doing  business  as"  designations  to a name  other  than  "AFCOM" or any name
similar to such name or any variant or abbreviations of such name.


                                    ARTICLE 7

                    CONDITIONS PRECEDENT OF QDL AND QUESTRON

           QDL and Questron need not consummate the transactions contemplated by
this Agreement  unless the following  conditions shall be fulfilled or waived by
QDL or Questron in their sole discretion:


                                      -37-

<PAGE>



           7.1 Representations and Warranties.  Except as otherwise contemplated
or permitted by this Agreement,  (a) the  representations  and warranties of the
Company and the Shareholders  contained in this Agreement and in any certificate
or document  delivered to QDL and/or Questron pursuant hereto shall be deemed to
have been made again at and as of the Closing Date and shall then be true in all
material respects, except to the extent that any such representation or warranty
is made as of a specified  date, in which case such  representation  or warranty
shall  have been true in all  material  respects  as of such  date,  and (b) the
Company and the Shareholders shall have performed and complied with all material
agreements and conditions required by this Agreement to be performed or complied
with by the Company and the  Shareholders  prior to or on the Closing Date,  and
QDL and/or  Questron shall have been furnished with  certificates of the Company
and the  Shareholders,  dated the  Closing  Date,  certifying  to the  effect of
clauses (a) and (b) of this Section 7.1.

           7.2 Closing Certificates. QDL shall have received (A) a duly executed
certificate  from an  authorized  officer of the Company with respect to (i) the
Company's  articles  of  incorporation  and  bylaws,  (ii)  resolutions  of  the
Company's board of directors and Shareholders  with respect to the authorization
of this Agreement and the other agreements  contemplated  hereby,  and (iii) the
incumbency  of the  executing  officers  of the  Company,  and (B) a copy of the
certificate  of  incorporation  of the Company as certified by the  Secretary of
State of the State of Florida and a  certificate  of existence and good standing
as of a recent date from the  Secretary of State of the State of Georgia and the
Secretary of State of the State of Florida.

           7.3 Due Diligence. QDL and/or Questron shall have completed, to their
sole satisfaction, their due diligence investigation of the Company.

           7.4 Opinion of Counsel.  QDL and Questron  shall have been  furnished
with an opinion dated the Closing Date of Charles H. Stark P.A., counsel for the
Shareholders  and the  Company,  substantially  in the form  attached  hereto as
Exhibit A.

           7.5 No Actions.  No action,  suit, or proceeding  before any court or
Governmental  Authority shall be pending,  no  investigation by any Governmental
Authority  shall have been commenced,  and no action,  suit or proceeding by any
Governmental  Authority shall have been threatened,  against QDL, Questron,  the
Shareholders, the Company or any of the principals, officers or directors of any
of them,  seeking to restrain,  prevent or change the transactions  contemplated
hereby or  questioning  the  legality or validity  of any such  transactions  or
seeking damages in connection with any such transactions.

           7.6  Consents.  All  consents of third  parties,  including,  without
limitation,   Governmental  Authorities  and  non-governmental   self-regulatory
agencies,  and all filings with and  notifications of Governmental  Authorities,
regulatory agencies  (including  non-governmental  self-regulatory  agencies) or
other entities which regulate the business of QDL, Questron, the Shareholders or
the Company  necessary on the part of QDL,  Questron,  the  Shareholders  or the
Company, to the execution and delivery of this Agreement and the consummation of
the transactions  contemplated  hereby and to permit the continued  operation of
the respective  businesses of QDL, Questron and the Company in substantially the
same manner immediately after the Closing Date as theretofore


                                      -38-

<PAGE>



conducted,  other than routine post-closing notifications or filings, shall have
been obtained or effected.

           7.7 Instruments and Possession.  To effect the transfers  referred to
in Section  2.1,  the  Company  and the  Shareholders  shall have  executed  and
delivered to QDL:

                               (i) a bill of  sale,  substantially  in the  form
           attached hereto as Exhibit B, conveying in the aggregate all personal
           property included in the Acquired Assets;

                               (ii) an Assignment and Assumption of Lease,  with
           respect to each of the Real Property Leases; an estoppel  certificate
           from the landlord for each Real Property  Lease,  which shall be in a
           form reasonably  satisfactory to QDL; and a duly executed certificate
           from an authorized  officer of the Company  certifying that all rents
           due from the Company under each Real Property  Lease has been paid as
           of the Closing Date and that no defaults  exist under any of the Real
           Property Leases as of the Closing Date.

                             (iii)  an Assignment and Assumption of Lease,  with
           respect  to  each  Non-Real   Estate  Lease  in  a  form   reasonably
           satisfactory to QDL;

                              (iv)  deeds in favor  of QDL for  each  parcel  of
           Owned Real Property, in forms reasonably satisfactory to QDL;

                               (v)   assignments,    in   form   and   substance
           satisfactory  to  QDL,  of  all  Intellectual   Property  Rights,  in
           recordable form to the extent necessary to assign such rights;

                              (vi)   to  the   extent   in   written   or  other
           deliverable  form  and  not  previously  delivered,   all  copies  of
           Intellectual  Property or other secret,  proprietary or  confidential
           information included in the Acquired Assets;

                             (vii)  evidence  of  the name change of the Company
           required  by  Section  6.13,   which  evidence  shall  be  reasonably
           satisfactory to QDL;

                            (viii) all cash and cash equivalents of the Company;

                               (ix) all Books and Records of the Company;

                               (x) such  keys,  lock and safe  combinations  and
           other similar  items as QDL shall require to obtain full  occupation,
           possession and control of the Company's facilities and Business;

                               (xi) such changes  relating to the bank  accounts
           and safe deposit boxes of the Company as are being transferred to QDL
           and which QDL shall have  requested by notice to the Company at least
           five (5) business days prior to the Closing Date;



                                      -39-

<PAGE>


                               (xii)   such  other   instruments   as  shall  be
           reasonably  requested  by QDL to vest in QDL good and valid  title in
           and to the Acquired Assets in accordance with the provisions  hereof;
           and

                               (xiii)   such  other   certificates,   documents,
           instruments  and  agreements as Questron  shall deem necessary in its
           reasonable   discretion  in  order  to  effectuate  the  transactions
           contemplated herein, in form and substance reasonably satisfactory to
           Questron.

           7.8  Employment  Agreement.  QDL shall have  received  an  Employment
Agreement  substantially in the form attached hereto as Exhibit E (together with
the  "Restrictive   Letter"  and  any  other  exhibits  attached  thereto,   the
"Employment Agreement") duly executed and delivered by Dermott Rogers.

           7.9 Non-Competition  Agreements. QDL shall have received from each of
the Company and the Shareholders a Non-Competition  Agreement,  substantially in
the form attached hereto as Exhibit F (the "Non-Competition Agreements").

           7.10 Evidence of Termination  of the Schedule  2.5(c) Debt. QDL shall
have received from the Company evidence satisfactory to it of the termination of
the  Schedule  2.5(c)  Debt upon the  payment  of the  Schedule  2.5(c)  Debt as
contemplated  by Section 2.5(c) and evidence of the release of any  Encumbrances
on the Acquired  Assets  associated with the Schedule 2.5(c) Debt, in each case,
in a form reasonably satisfactory to QDL.

           7.11  Financing.  QDL shall have  obtained  bank  financing  on terms
reasonably  satisfactory  to it in an  amount  sufficient  to pay  the  purchase
consideration  contemplated by Section 2.4 and fees and expenses  related to the
transactions contemplated by this Agreement.

           7.12 Financial  Statements.  QDL and Questron shall have received the
financial statements referenced in Section 4.13.

           7.13  Material  Adverse  Change.  There  shall have been no  material
adverse change in the financial conditions,  assets,  liabilities (contingent or
otherwise), results of operations or business of the Company.


                                    ARTICLE 8

            CONDITIONS PRECEDENT OF THE COMPANY AND THE SHAREHOLDERS

           The Company and the Shareholders need not consummate the transactions
contemplated  hereby  unless the following  conditions  shall be fulfilled on or
prior to the Closing:

           8.1 Representations and Warranties.  Except as otherwise contemplated
or permitted by this Agreement,  (a) the  representations  and warranties of QDL
and Questron  contained  in this  Agreement  or in any  certificate  or document
delivered to the Company and the Shareholders


                                      -40-

<PAGE>



pursuant hereto shall be deemed to have been made again at and as of the Closing
Date and shall then be true in all material  respects,  and (b) QDL and Questron
shall  have  each  performed  and  complied  with all  material  agreements  and
conditions  required by this  Agreement to be  performed or complied  with by it
prior to or on the Closing  Date,  and the Company  shall have been  furnished a
certificate  of an  appropriate  officer of QDL and Questron,  dated the Closing
Date, certifying to the effect of clauses (a) and (b) of this Section 8.1.

           8.2 Closing Certificates. The Company and the Shareholders shall have
received (A) a duly executed  certificates  from authorized  officers of QDL and
Questron  with respect to (i) such entity's  certificate  of  incorporation  and
bylaws,  (ii)  resolutions of the board of directors of such entity with respect
to the  authorizations  of this Agreement and the other agreements  contemplated
hereby,  and (iii) the incumbency of the executing  officers of such entity, and
(B)(i) a copy of the  certificate  of  incorporation  of QDL as certified by the
Secretary of State of the State of Delaware and a  certificate  of existence and
good  standing as of a recent date from the  Secretary  of State of the State of
Delaware,  and (ii) a copy of the  certificate of  incorporation  of Questron as
certified by the  Secretary of State of the State of Delaware and a  certificate
of existence  and good  standing as of a recent date from the Secretary of State
of the State of Delaware.

           8.3 No Actions.  No action,  suit,  or  proceeding  before any court,
Governmental Authority, administrative agency or arbitrator shall be pending, no
investigation  by any Governmental  Authority shall have been commenced,  and no
action, suit or proceeding by any Person shall have been threatened, against the
Company  and the  Shareholders  seeking  to  restrain,  prevent,  or change  the
transactions  contemplated hereby or questioning the legality or validity of any
such transactions or seeking damages in connection with any such transactions.

           8.4  Consents.  All  consents  of third  parties  including,  without
limitation,   Governmental  Authorities,  and  non-governmental  self-regulatory
agencies,  and all filings with and  notifications of Governmental  Authorities,
regulatory agencies  (including  non-governmental  self-regulatory  agencies) or
other entities which regulate the Business of the Company, necessary on the part
of the Company  and the  Shareholders,  to the  execution  and  delivery of this
Agreement and the consummation of the transactions  contemplated  hereby,  other
than routine post-closing  notifications or filings, shall have been obtained or
effected.

           8.5  Instruments of Assumption.  The Company shall have received from
QDL such  instruments of assumption  with respect to the Assumed  Liabilities as
the Company may reasonably request, duly executed by QDL.

           8.6 Employment  Agreement.  QDL shall have executed and delivered the
Employment Agreement.

           8.7 Opinion of Counsel.  The  Shareholder  shall have been  furnished
with an opinion,  dated the Closing Date,  of Battle Fowler LLP,  counsel to QDL
and Questron, in form and substance reasonably satisfactory to the Company.



                                      -41-

<PAGE>



           8.8 No  Material  Adverse  Change.  There shall have been no material
adverse change in the financial condition,  assets,  liabilities  (contingent or
otherwise), results of operations or business of Questron and its subsidiaries.


                                    ARTICLE 9

                                 INDEMNIFICATION

           9.1  Indemnification  by the Company and the Shareholders.  Effective
only from and upon the  occurrence  of the  Closing,  and subject to Section 9.3
below,  the Company and each of the  Shareholders  hereby  agrees to jointly and
severally   defend,   indemnify  and  hold  harmless  QDL,  Questron  and  their
successors,  assigns and affiliates  (collectively,  the "Questron Indemnitees")
from  and  against  any  and all  losses,  deficiencies,  liabilities,  damages,
assessments, judgments, costs and expenses, including reasonable attorneys' fees
(both  those  incurred in  connection  with the  defense or  prosecution  of the
indemnifiable  claim and those  incurred in connection  with the  enforcement of
this provision)  including,  without limitation,  Environmental  Liabilities and
Costs  (collectively,  "Questron Losses"),  caused by, resulting from or arising
out of:

                     (a) (i) breaches of  representation  or warranty under this
           Agreement  on the part of the  Company or any  Shareholder;  and (ii)
           failures  by the Company  and any of the  Shareholders  to perform or
           otherwise  fulfill any  undertaking or other  agreement or obligation
           under this Agreement;

                     (b)  all Excluded Liabilities;

                     (c)  any  recalls,  warranty  claims,  returns  or  product
           liability  with respect to sales by the Company  prior to the Closing
           Date or included in the finished goods inventory transferred to QDL;

                     (d)  any and all Taxes imposed on the Company;

                     (e) any liabilities arising out of the presence, release or
           disposal of any Hazardous Substances, or arising out of Environmental
           Claims  or the  violation  of any  Environmental  Laws  prior  to the
           Closing Date;

                     (f) the failure to collect in full any accounts  receivable
           which are  included in the  Acquired  Assets  within three (3) months
           following the Closing;

                     (g)  the  maintenance,  amendment  or  termination  of  any
           Benefit Plan of the Company or out of any obligations  under any such
           plan; and

                     (h)  any  and  all  actions,  suits,  proceedings,  claims,
           demands, incident to any of the foregoing or such indemnification;



                                      -42-

<PAGE>


provided,  however, that if any claim, liability,  demand,  assessment,  action,
suit or proceeding  shall be asserted in respect of which a Questron  Indemnitee
proposes  to  demand  indemnification   ("Questron  Indemnified  Claims"),  QDL,
Questron or such other Questron Indemnitee shall promptly notify the Company and
the Shareholders  thereof,  provided  further,  however,  that the failure to so
notify the Company and the Shareholders shall not reduce or affect the Company's
and the Shareholders' obligations with respect thereto except to the extent that
the Company and the Shareholders are materially  prejudiced thereby.  Subject to
rights  of or duties to any  insurer  or other  third  Person  having  liability
therefor,  the Company and the  Shareholders  shall have the right promptly upon
receipt of such notice  (after  acknowledging  responsibility  for such Questron
Indemnified  Claim)  to  assume  the  control  of  the  defense,  compromise  or
settlement of any such Questron Indemnified Claims (provided that any compromise
or settlement must be reasonably approved by QDL and/or Questron), including, at
its own expense,  employment of counsel  reasonably  satisfactory  to QDL and/or
Questron; provided, however, that if the Company and the Shareholders shall have
exercised their right to assume such control,  QDL and/or Questron may, in their
sole  discretion  and at their  expense,  employ  counsel to represent  them (in
addition to counsel employed by the Shareholders) in any such matter. So long as
the Company and the  Shareholders  are contesting any such Questron  Indemnified
Claim in good faith, QDL, Questron and each other Questron  Indemnitee shall not
pay  or  settle  any  such  Questron  Indemnified  Claim.   Notwithstanding  the
foregoing,  QDL shall have the right to offset any Questron  Indemnified  Claims
and/or Questron Losses against the Deferred Purchase Price.

           9.2  Indemnification  by QDL and  Questron.  QDL and Questron  hereby
agree to jointly and severally defend,  indemnify and hold harmless the Company,
the  Shareholders  and  their  respective  successors,  assigns  and  affiliates
(collectively,  "Company  Indemnitees")  from and  against  any and all  losses,
deficiencies,  liabilities, damages, assessments, judgments, costs and expenses,
including reasonable attorneys' fees (both those incurred in connection with the
defense  or  prosecution  of the  indemnifiable  claim  and  those  incurred  in
connection  with the  enforcement  of this  provision)  (collectively,  "Company
Losses"), resulting from or arising out of:

                     (a) breaches of  representation  and warranty  hereunder on
           the part of QDL and  Questron  and  failures  by QDL and  Questron to
           perform  or  otherwise   fulfill  any  undertaking  or  agreement  or
           obligation hereunder;

                     (b) all Assumed  Liabilities  and  excluding  any  Excluded
           Liabilities;

                     (c) any and all  actions,  suits,  proceedings,  claims and
           demands incident to any of the foregoing or such indemnification;

provided,  however, that if any claim, liability,  demand,  assessment,  action,
suit or  proceeding  shall be asserted in respect of which a Company  Indemnitee
proposes to demand indemnification  ("Company Indemnified Claims"), such Company
Indemnitee shall notify QDL and Questron  thereof,  provided  further,  however,
that the failure to so notify QDL and Questron  shall not reduce or affect QDL's
and Questron's  obligations  with respect  thereto except to the extent that QDL
and Questron are materially  prejudiced thereby.  Subject to rights of or duties
to any insurer or other third Person having liability therefor, QDL and Questron
shall have the right promptly upon receipt of


                                      -43-

<PAGE>



such notice to assume the control of the defense,  compromise  or  settlement of
any such Company  Indemnified Claims (provided that any compromise or settlement
must be  reasonably  approved by the Company)  including,  at their own expense,
employment of counsel  reasonably  satisfactory to Company and the Shareholders;
provided,  however, that if QDL and Questron shall have exercised their right to
assume  such  control,  the  Company  and the  Shareholders  may,  in their sole
discretion  and at their  expense,  employ  counsel  to  represent  the  Company
Indemnitees  (in addition to counsel  employed by QDL and  Questron) in any such
matter. So long as QDL and Questron are contesting any such Company  Indemnified
Claim in good faith,  the Company  Indemnitees  shall not pay or settle any such
Company Indemnified Claim.

           9.3 Limitation on Liability.  The aggregate  liability of the Company
and  Shareholders  under this Article 9 shall not exceed the aggregate amount of
the cash consideration received by the Company as the Purchase Price (including,
without  limitation,  any  Additional  Shares  or  Additional  Cash  Payment)  ,
provided,  however,  that such limitation shall not apply to the  representation
set forth in Section 4.27.


                                   ARTICLE 10

              SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS

           10.1  Representations,   Warranties  and  Covenants.   The  covenants
contained in this Agreement  shall survive the Closing Date without  limitation.
The  representations  and warranties  contained herein shall survive the Closing
Date for a period of three (3) years, except that any representation or warranty
of the Company and the  Shareholders  contained in Sections  4.1, 4.6, 4.7, 4.13
and  4.27  shall   survive  the  Closing  Date  without   limitation,   and  any
representation  or warranty of the Company  and the  Shareholders  contained  in
Sections 4.15 (Tax Matters) shall survive until the expiration of one year after
the expiration of the applicable statute of limitations  (provided,  that if any
Shareholder  or the Company and the United States  Internal  Revenue  Service or
other  taxing  authority  have  agreed  to  extend  the  applicable  statute  of
limitations beyond any such period,  then in such case such  representations and
warranties shall survive to the date on which such agreement to extend expires).


                                   ARTICLE 11

                 NON-COMPETITION BY SHAREHOLDERS AND THE COMPANY

           11.1  Non-Compete.  In  consideration  of the  purchase by QDL of the
Acquired Assets and the assumption by QDL of the Assumed  Liabilities under this
Agreement,  the Company  and each  Shareholder  will at the Closing  execute and
deliver the Non-Competition Agreements.

           11.2  Remedies.  The Company and each  Shareholder  recognize  that a
breach or threatened breach by such party of such party's obligations under this
Article 11 and the Non-Competition  Agreements would cause irreparable injury to
QDL and Questron, and QDL and Questron shall be


                                      -44-

<PAGE>



entitled to seek preliminary and permanent injunctions enjoining such party from
violating  the Non-Compete  Agreements,  in addition to any other remedies which
may be available.


                                   ARTICLE 12

                                  MISCELLANEOUS

           12.1 Cooperation. Each of the parties hereto shall use its reasonable
efforts to take or cause to be taken all actions,  to  cooperate  with the other
party  hereto  with  respect to all  actions,  and to do or cause to be done all
things  necessary,  proper or advisable to  consummate  and make  effective  the
transactions contemplated by this Agreement.

           12.2  Waiver.  Any  failure of the Company  and the  Shareholders  to
comply with any of their respective  obligations or agreements  herein contained
may be waived only in writing by QDL.  Any failure of QDL and Questron to comply
with any of its obligations or agreements herein contained may be waived only in
writing by the Company.

           12.3 Notices. All notices and other communications hereunder shall be
in writing  and shall be deemed to have been duly given upon  receipt  of:  hand
delivery;  certified or registered mail, return receipt  requested;  or telecopy
transmission with confirmation of receipt:
                  (i)        If to Shareholders or the Company, to:

                             Allen R. Anderson
                             1852 Wayfield Drive
                             Longwood, Florida 32779

                             and

                             Dermott P. Rogers
                             1209 Waverly Way
                             Longwood, Florida 32750

                             (with a copy to)

                             Charles H. Stark, p.a.
                             986 Douglas Avenue
                             Suite 100
                             Altamonte Springs, FL 32714
                             Telecopier:  (407) 788-7244
                             Telephone:  (407) 788-0250



                                      -45-

<PAGE>



                  (ii)       If to QDL and Questron, to:

                             Questron Technology, Inc.
                             6400 Congress Avenue
                             Suite 200A
                             Boca Raton, Florida  33487
                             Telecopier:  (561) 241-2866
                             Telephone:  (561) 241-5251

                             Attention:  Dominic A. Polimeni

                             (with a copy to)

                             Battle Fowler LLP
                             Park Avenue Tower
                             75 East 55th Street
                             New York, New York  10022
                             Telecopier:  (212) 856-7816
                             Telephone:  (212) 856-7000

                             Attention: Luke P. Iovine, III, Esq.

Such names and addresses may be changed by written  notice to each person listed
above.

           12.4  Governing Law and Consent to  Jurisdiction.  (a) This Agreement
shall be governed by and construed in accordance  with the internal  substantive
laws, and not the choice of law rules, of the State of Delaware.

                     (b) Each of the Company, the Shareholders, QDL and Questron
hereby irrevocably and unconditionally  consent to the exclusive jurisdiction of
the courts of the State of Delaware and the United States District Court for the
District  of  Delaware  for any  action,  suit or  proceeding  arising out of or
relating to this Agreement, the Other Documents or the transactions contemplated
hereby and thereby,  and agrees not to commence any action,  suit or  proceeding
related thereto except in such courts.  Each of the Company,  the  Shareholders,
QDL and  Questron  further  hereby  irrevocably  and  unconditionally  waive any
objection  to the  laying  of venue of any  lawsuit,  claim or other  proceeding
arising  out of or  relating  to this  Agreement  in the  courts of the State of
Delaware or the United  States  District  Court for the  District  of  Delaware,
hereby further irrevocably and  unconditionally  waive and agree not to plead or
claim an inconvenient forum, and further covenant and agree not to institute any
action or  proceeding  in any  jurisdiction  other  than  Delaware.  Each of the
Company,  the  Shareholders,  QDL and Questron further agree that service of any
process,  summons, notice or document by U.S. registered mail to its address set
forth  above  shall be  effective  service of process  for any  action,  suit or
proceeding  brought  against it in any such court.  The prevailing  party of any
action, suit or proceeding arising out of or relating to this Agreement shall be
entitled  to receive  its  attorneys'  fees and court costs from the other party
hereto.



                                      -46-

<PAGE>


           12.5  Counterparts.  This  Agreement  may be  executed in two or more
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same instrument.

           12.6  Headings;  Schedules.  The section  headings  contained in this
Agreement  are for  reference  purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. All references to "Schedules" shall
mean the  disclosure  schedules  heretofore  delivered  by the  Company  and the
Shareholders to QDL and Questron.

           12.7 Entire  Agreement.  This  Agreement,  including the Exhibits and
Schedules  hereto and the  documents  referred  to herein,  embodies  the entire
agreement  and  understanding  of the  parties  hereto in respect of the subject
matter  contained  herein.  This Agreement  supersedes all prior  agreements and
understandings between the parties with respect to such subject matter.

           12.8  Amendment and  Modification.  This  Agreement may be amended or
modified only by written agreement of the parties hereto.

           12.9 Binding  Effect;  Benefits.  This  Agreement  shall inure to the
benefit  of  and be  binding  upon  the  parties  hereto  and  their  respective
successors  and  assigns;  nothing in this  Agreement,  express or  implied,  is
intended  to  confer on any  Person  other  than the  parties  hereto  and their
respective  successors and assigns (and, to the extent  provided in Sections 9.1
and 9.2, the other Questron  Indemnitees  and Company  Indemnitees)  any rights,
remedies, obligations or liabilities under or by reason of this Agreement.

           12.10  Assignability.  This Agreement  shall not be assignable by any
party hereto  without the prior written  consent of the other  parties  provided
that QDL and Questron may assign its rights under the Agreement to any affiliate
of QDL and Questron.


                                      -47-

<PAGE>


                     IN WITNESS  WHEREOF,  the parties hereto have duly executed
this Agreement as of the date first above written.

                          QUESTRON TECHNOLOGY, INC.


                          By        /s/ Dominic A. Polimeni                
                                    -------------------------------------------
                                    Name:       Dominic A. Polimeni
                                    Title:      Chairman, President and
                                                   Chief Executive Officer


                          QUESTRON DISTRIBUTION LOGISTICS, INC.


                          By        /s/ Dominic A. Polimeni                
                                    -------------------------------------------
                                    Name:       Dominic A. Polimeni
                                    Title:      Chairman and Chief Executiv
                                                Officer


                         AFCOM, INC.


                         By         /s/ Dermott P. Rogers                   
                                    -------------------------------------------
                                    Name:       Dermott P. Rogers
                                    Title:      President


                        SHAREHOLDERS:


                                   /s/ Dermott P. Rogers                   
                                   --------------------------------------------
                                   Dermott P. Rogers

                                   /s/ Allen R. Anderson                   
                                   --------------------------------------------
                                   Allen R. Anderson