EXHIBIT 10.20
                                                                   -------------






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                            ASSET PURCHASE AGREEMENT


                                 By and Between


                           QUESTRON TECHNOLOGY, INC.,


                     QUESTRON DISTRIBUTION LOGISTICS, INC.,


                             METRO FORM CORPORATION
                 d.b.a. Olympic Fasteners & Electronic Hardware


                                       and


                                   THE PERSONS
                                SIGNATORY HERETO






                           Dated as of March 11, 1999



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<TABLE>
                                TABLE OF CONTENTS
                                -----------------

<CAPTION>
ARTICLE 1

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

ARTICLE 2

PURCHASE AND SALE OF ASSETS...............................................................................7
           2.1       Acquired Assets......................................................................7
           2.2       Excluded Assets......................................................................8
           2.3       Assumption and Exclusion of Certain Liabilities......................................8
           2.4       Purchase Consideration and Payment for Acquired Assets...............................8
           2.5       Transactions on the Closing Date....................................................10

ARTICLE 3

CLOSING AND TERMINATION..................................................................................11
           3.1       Closing.............................................................................11
           3.2       Termination.........................................................................11
           3.3       Fee Upon Termination................................................................12

ARTICLE 4

REPRESENTATIONS AND WARRANTIES OF THE PRINCIPALS
AND THE COMPANY..........................................................................................12
           4.1       Authority; Due Execution............................................................12
           4.2       Organization........................................................................13
           4.3       Subsidiaries and Equity Investments.................................................13
           4.4       Capitalization......................................................................13
           4.5       Ownership of Shares.................................................................13
           4.6       Title to Acquired Assets............................................................13
           4.7       Acquired Assets Complete............................................................14
           4.8       No Violation........................................................................14
           4.9       Litigation..........................................................................14
           4.10      Intentionally Omitted...............................................................15
           4.11      Real Property.......................................................................15
           4.12      Non-Real Estate Leases..............................................................16
           4.13      Financial Statements................................................................16
           4.14      Books and Records...................................................................17
           4.15      Tax Matters.........................................................................17
           4.16      Employee Matters....................................................................18
           4.17      Intellectual Property...............................................................21
           4.18      Accounts Receivable and Accounts Payable............................................22


                                       -i-

<PAGE>



           4.19      Inventory...........................................................................22
           4.20      Absence of Change or Event..........................................................22
           4.21      Compliance with Law.................................................................24
           4.22      Contracts and Commitments...........................................................24
           4.23      Insurance...........................................................................26
           4.24      Intentionally Omitted...............................................................27
           4.25      Customers, Suppliers, Distributors, Etc.............................................27
           4.26      Previous Sales; Warranties; Product Liability.......................................27
           4.27      Environmental Matters...............................................................28
           4.28      Absence of Certain Payments.........................................................29
           4.29      Additional Information..............................................................29
           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 
PRINCIPALS, THE COMPANY, QDL AND QUESTRON................................................................32
           6.1       Conduct of Business Prior to the Closing Date.......................................32
           6.2       Tax Covenants; Bulk Sales Act.......................................................33
           6.3       Expenses and Finder's Fees..........................................................34
           6.4       Access to Information and Confidentiality...........................................35
           6.5       No Solicitation.....................................................................36
           6.7       Press Releases......................................................................36
           6.8       Transitional Assistance.............................................................36
           6.9       Conditions..........................................................................37
           6.10      Rule 144............................................................................37
           6.11      SEC Filings.........................................................................37
           6.12      Name Change.........................................................................37
           6.13      Balance Sheets......................................................................37
           6.14      Replacement Lease...................................................................37
           6.15      Florida Dealers License.............................................................37
           6.16      HSR Act and Other Filings...........................................................37 

ARTICLE 7

CONDITIONS PRECEDENT OF QDL AND QUESTRON.................................................................38
           7.1       Representations and Warranties......................................................38
           7.2       Closing Certificates................................................................38


                                      -ii-

<PAGE>



           7.3       Due Diligence.......................................................................38
           7.4       Opinion of Counsel..................................................................38
           7.5       No Actions..........................................................................38
           7.6       Consents............................................................................39
           7.7       Instruments and Possession..........................................................39
           7.8       Employment Agreement................................................................40
           7.9       Non-Competition Agreements..........................................................40
           7.10      Financing...........................................................................40
           7.11      Financial Statements................................................................40
           7.12      Material Adverse Change.............................................................40
           7.13      Environmental Report................................................................40
           7.14      Investor Representation Letter......................................................41

ARTICLE 8

CONDITIONS PRECEDENT OF THE COMPANY AND THE PRINCIPALS...................................................41
           8.1       Representations and Warranties......................................................41
           8.2       Closing Certificates................................................................41
           8.3       No Actions..........................................................................41
           8.4       Consents............................................................................41
           8.5       Instruments of Assumption...........................................................42
           8.6       Employment Agreement................................................................42
           8.7       Opinion of Counsel..................................................................42
           8.8       No Material Adverse Change..........................................................42

ARTICLE 9

INDEMNIFICATION..........................................................................................42
           9.1       Indemnification by the Company and the Principals...................................42
           9.2       Indemnification by QDL and Questron.................................................43
           9.3       Limitation on Liability.............................................................44

ARTICLE 10

SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS....................................................45

ARTICLE 11

INTENTIONALLY OMITTED....................................................................................46

ARTICLE 12

MISCELLANEOUS............................................................................................46
           12.1      Cooperation.........................................................................46
           12.2      Waiver..............................................................................46
           12.3      Notices.............................................................................46
           12.4      Governing Law and Consent to Jurisdiction...........................................47


                                      -iii-

<PAGE>



           12.5      Counterparts........................................................................48
           12.6      Headings; Schedules.................................................................48
           12.7      Entire Agreement....................................................................48
           12.8      Amendment and Modification..........................................................48
           12.9      Binding Effect; Benefits............................................................48
           12.10     Assignability.......................................................................48
           12.11     Post-Closing Reimbursement..........................................................48 

</TABLE>



                                      -iv-

<PAGE>





         ASSET PURCHASE AGREEMENT,  dated as of March 11, 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 Metro Form Corporation,  an
Ohio corporation doing business as Olympic Fasteners & Electronic  Hardware (the
"Company"),  and each of the persons listed on Schedule 1.1 hereto and signatory
hereto (each a "Principal," and collectively, the "Principals").


                              PRELIMINARY STATEMENT

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

         2.  The   Company   desires  to  sell  and  QDL   desires  to  purchase
substantially all of the assets 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.

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

         "Acquired Assets" is defined in Section 2.1.

         "Actions" is defined in Section 4.9.

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

         "Arbitrating Accountants" is defined in Section 2.4(d)(ii).

         "Assumed Liabilities" is defined in Section 2.3.




<PAGE>



         "Benefit Plans" shall mean each employee benefit or compensation  plan,
agreement or arrangement  covering present or former  employees,  consultants or
directors  of the Company or any ERISA  Affiliate  or with  respect to which the
Company  or any ERISA  Affiliates  could have any  present or future  liability,
including  "employee benefit plans" within the meaning of Section 3(3) of ERISA,
stock  purchase,  stock option,  severance,  employment,  collective  bargaining
agreement,  fringe benefit,  change in control,  bonus and incentive or deferred
compensation  plans,  agreements,  policies  or other  arrangements  or  finding
arrangements.

         "Books and  Records"  shall mean with respect to the Company all books
and records  pertaining to the Acquired  Assets, the Assumed  Liabilities,  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" shall mean the Company's  business and operations in respect
of distributing fasteners, hardware and related components.

         "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 the Assumed Liabilities, or the Business.

         "Closing" is defined in Section 3.1.

         "Closing Date" is defined in Section 3.1.

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

         "Code" is defined in Section 4.15.

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

         "Company Common Stock" is defined in Section 4.4.

         "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


                                        2

<PAGE>



which the Company is a party or to which any of its assets are subject,  whether
oral or written, express or implied.

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

         "December 31, 1998 Audited Balance Sheet" is defined in Section 6.13.

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

         "EBIT"  shall  mean  the  aggregate  earnings  of the  Business  before
interest, income taxes, amortization of goodwill and the allocation of corporate
expenses  associated with the Business and without regard to extraordinary items
that are paid or incurred after Closing,  including any  extraordinary  bonus or
severance payments made to employees.

         "EBIT Period" is defined in Section 2.4(c).

         "EBIT Report" is defined in Section 2.4(d)(i).

         "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" shall mean the Employee Retirement Income Security Act of 1974,
as amended.

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

         "ERISA Plans" is defined in Section 4.16(b).

         "Excluded  Assets"  shall  mean  (a) the  Excluded  Contracts,  (b) the
Excluded Records,  (c) all tax refunds relating to periods preceding the Closing
Date,  (d) all Benefit  Plans and  related  assets,  (e) all  claims,  causes of
action,  choses in action,  rights of recovery and rights of set-off of whatever
kind or  description  which the  Company  may have  under,  or arising out of or
relating to, this Agreement or any of the Other Documents to which it is a party
(f) amounts owing from officers or shareholders of the Company,  and (g) each of
those assets,  properties or rights of the Company  otherwise listed on Schedule
1.1(a) hereto.

         "Excluded Contracts" shall mean the Contracts listed on Schedule 1.1(b)
hereto.

         "Excluded Liabilities" is defined in Section 2.3.


                                        3

<PAGE>



         "Excluded Records" shall mean (a) the Company's corporate record books,
(b) the Tax  returns  of the  Company  and other  information  relevant  to such
returns  and (c) such other  Books and  Records  which  primarily  relate to any
Excluded Asset.

         "Existing  Master Lease" shall mean that certain Lease Agreement by and
between Nova  Investments  Group Corp., as lessor,  and the Company,  as Lessee,
relating to the  Company's  lease of office and  warehouse  space in  Middleburg
Heights, Ohio.

         "First  Replacement  Lease" shall mean that certain lease  agreement in
the form attached hereto as Exhibit A-1.

         "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  Effective
Date, plus all additions, replacements or deletions since the Effective Date.

         "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.

         "HSR Act" is defined in Section 6.16.

         "Immaterial Lease" is defined in Section 4.12.

         "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.

         "Intellectual Property Rights" is defined in Section 4.17.

         "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


                                        4

<PAGE>



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.

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

         "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(a) 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.

         "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 unaccrued, due or to become
due, liquidated or unliquidated.

         "March 31, 1999 Balance Sheet" is defined in Section 6.13.

         "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 Operating Assets" 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.

         "Other Documents" is defined in Section 4.1.

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



                                        5

<PAGE>



         "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.

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

         "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(b).

         "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 all of the  real  property  that  has  been  or is
currently  being  used  in the  conduct  of  the  Business,  including,  without
limitation, the Leased Real Property.

         "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.

         "SEC" is defined in Section 5.4.

         "SEC Documents" is defined in Section 5.4.

         "Second  Replacement  Lease" shall mean that certain lease agreement in
the form attached hereto as Exhibit A-2.

         "Securities" is defined in Section 4.30(i).

         "Securities Act" is defined in Section 2.5(d).

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



                                        6

<PAGE>



         "Stated Debt" is the aggregate amount of the outstanding liabilities of
the Company  specifically  identified  and  described  in Schedule 1.2 as of the
Effective Date.

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

         "Subsidiary" is defined in Section 4.3.

         "Taxes" is defined in Section 4.15.

         "Transferred  Contracts"  shall  mean  the  Contracts  other  than  the
Excluded Contracts.

         "1998 Audit" is defined in Section 6.4.


                                    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 term "Acquired Assets" as used herein shall mean all of the assets,
properties and rights of every type and description, real and personal, tangible
and intangible, wherever located, owned by the Company 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 Business, exclusive of the Excluded Assets,
but otherwise including,  without limitation,  all of the Company's right, title
and interest in and to the following:

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

              (b) cash and cash equivalents;

              (c) all Contract Rights, including, without limitation, all of the
Company's  rights  and  obligations  under  or in  respect  of  (i)  the  Leases
(exclusive of the Existing  Matter Lease but including the  Replacement  Lease),
(ii) the Insurance Policies,  (iii) 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)  and (iv) any  collective
bargaining or other employee agreements described on Schedule 2.1(c) hereto;

              (d) all Fixtures and Equipment;



                                        7

<PAGE>



              (e) all Inventory;

              (f) all Books and Records;

              (g) all Intellectual Property Rights;

              (h) all Claims;

              (i) all Permits;

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

              (k) to the extent  transferable,  all  rights to  indemnification,
including  environmental  indemnification  rights related to the Business and/or
the Acquired Assets inuring to the benefit of the Company; and

              (l) 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 any interest in the Excluded Assets.

         2.3  Assumption  and  Exclusion of Certain  Liabilities.  QDL agrees to
assume, as of the Closing Date, (i) solely to the extent related to any facts or
circumstances  arising  or  occurring  after  the  Effective  Date (but not with
respect to facts or  circumstances  existing,  arising or occurring prior to the
Effective  Date),  all  Liabilities of the Company arising under the Transferred
Contracts,  (ii) all  Liabilities of the Company which have been incurred by the
Company in the  ordinary  course of business,  including  all  Liabilities  with
respect to trade accounts payable of the Company and accrued current liabilities
(including payroll and payroll taxes) existing as of the Closing Date, and (iii)
such  other  liabilities   specifically  listed  on  Schedule  2.3  hereto  (the
Liabilities  described in clauses (i) through (iii) are collectively referred to
as the "Assumed Liabilities").  Except for the Assumed Liabilities,  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 (collectively, the "Excluded Liabilities").

         2.4  Purchase   Consideration  and  Payment  for  Acquired  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  Principals,  QDL shall pay to the Company a total
purchase  price of Nine Million  Dollars  ($9,000,000)  (the  "Purchase  Price")
subject to payment and adjustment as follows:



                                        8

<PAGE>



              (a) Initial Cash Consideration.  At the Closing, the Company shall
be paid an amount equal to (w) Eight Million Dollars ($8,000,000), (x) less the
Stated Net Debt (as defined below), (y) plus or minus, the increase or decrease,
as the case may be, in Net  Operating  Assets (as defined below) of the Company
from that derived from the December 31, 1998 Audited  Balance Sheet (as defined
in Section  6.13) to that  derived  from the March 31,  1999  Balance  Sheet (as
defined in Section  6.13),  (z) plus (i) interest on the  foregoing in an amount
equal to 6% per annum  calculated from the Effective Date through the earlier of
April  23,  1999  or the  Closing  Date,  and  (ii)  interest  on the  foregoing
(including all accrued  interest) in an amount equal to 8% per annum  calculated
from April 23, 1999  through  the  Closing  Date (such  interest  payable  under
clauses (i) and (ii)  collectively,  the "Accrued  Interest") (said amount being
herein  referred to as the  "Initial  Cash  Consideration").  The  Initial  Cash
Consideration shall be paid to the Company (or to third parties on behalf of the
Company) by wire transfers of immediately  available funds (or certified checks)
from or on behalf of QDL to such  account(s) as the Company may designate to QDL
in writing,  no later than five (5) business  days prior to the Closing Date. As
used herein,  (a) "Net Operating  Assets" means,  at the applicable  measurement
date,  the net book value of the  Acquired  Assets  (exclusive  of cash and cash
equivalents), net of the net book value of the Assumed Liabilities (exclusive of
the Stated Debt),  and (b) "Stated Net Debt" means the  aggregate  amount of the
Stated Debt net of cash and cash equivalents as of March 31, 1999.

              (b) Questron  Common  Stock.  At the Closing,  the Company (or its
designees) shall be issued such aggregate number of shares of Questron's  Common
Stock, par value $0.001 per share (the "Questron Common Stock"),  having a value
equal to One Million Dollars  ($1,000,000) (the "Closing Shares")  calculated on
the basis of the average last reported sales price for the Questron Common Stock
for the five (5) trading days ending on the third trading day immediately  prior
to the Closing Date.  The Closing  Shares shall be issued and  registered in the
name of the Company or its  designees and in such  denominations  as the Company
may  designate to QDL in writing no later than five (5)  business  days prior to
the Closing Date.

              (c) Post-Closing Payments. Subject to the terms and conditions set
forth in  subsection  (d) below,  following  the  Closing,  QDL shall pay to the
Company (or its  designees) an amount (the "Deferred  Purchase  Price") equal to
the lesser of (A) an amount  equal to (x) the amount,  if any, by which the EBIT
for the  Business for the twelve (12) month  period  beginning on the  Effective
Date (the "EBIT Period") exceeds One Million Four Hundred Fifty Thousand Dollars
($1,450,000), multiplied by (y) 6, and (B) One Million Dollars ($1,000,000).

              (d) Determination of Post-Closing  Payment Amounts.  The amount of
post-  closing  payments  referred  to  subsection  (c) above  shall be  finally
determined, and subject to payment, as follows:

              (i) The amount of the Deferred  Purchase  Price shall be initially
    computed by QDL, and a report thereon (the "EBIT Report") shall be delivered
    to the Company within sixty (60) calendar days following the end of the EBIT
    Period.  The EBIT Report will be deemed to be accepted by the parties hereto
    and shall be  conclusive  for  purposes  of  determining  the  amount of the
    Deferred  Purchase  Price,  except to the extent,  if any,  that the Company
    shall  have  delivered  to QDL,  within  thirty  (30)  calendar  days  after
    receiving such


                                        9

<PAGE>



    EBIT  Report,  a statement  describing  the  Company's  objections  (if any)
    thereto,  specifying  the amount in dispute and setting  forth in reasonable
    detail the basis for such  dispute  (it being  understood  any  amounts  not
    disputed  shall  be  paid  promptly).   The  parties  and  their  respective
    independent  accountants  shall use  reasonable  efforts to resolve any such
    objections  in good  faith,  but if they do not  obtain  a final  resolution
    within  thirty  (30)  calendar  days after the  Company  has  delivered  the
    statement of objections,  then the resolution of the disputed items shall be
    submitted to arbitration as provided in clause (ii) below.

              (ii)  Disputes  in the final  determination  of the  amount of the
    Deferred  Purchase Price shall, to the extent not otherwise  resolved by the
    parties as provided in clause (i) above,  as applicable,  shall be submitted
    to an independent  accounting  firm mutually  acceptable to the parties (the
    "Arbitrating  Accountants") for resolution.  The parties shall bear the fees
    and disbursements of the Arbitrating Accountants in the same proportion that
    their  respective  positions  are  confirmed or rejected by the  Arbitrating
    Accountants.  The  determination  of the  Arbitrating  Accountants  will  be
    conclusive and binding on the parties.

              (iii) Amounts  payable in respect of the Deferred  Purchase  Price
    shall be paid  within five (5)  calendar  days  following  the date of final
    determination,  by wire  transfer  of  immediately  available  funds  to the
    account specified by the party entitled to receive payment.

         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 QDL and/or  Questron  shall deem  necessary in its  reasonable
    discretion in order to effectuate the transactions  contemplated  herein, in
    form and substance reasonably satisfactory to QDL and/or Questron.

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


                                       10

<PAGE>



    transactions   contemplated   herein,  in  form  and  substance   reasonably
    satisfactory to the Company.

              (c) At the Closing,  and on behalf of the Company,  Questron shall
deliver,  or  cause  to be  delivered,  by wire  transfer  such  amounts  as are
necessary to pay and discharge the outstanding  balance of the  indebtedness set
forth on Schedule  1.2 to the  entities  listed  thereon,  which  amounts  shall
represent all of such indebtedness outstanding as of the Closing Date.

              (d) Restricted  Securities.  The shares  representing  the Closing
Shares issued to the Company or its designees  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 April 20, 1999 (the "Closing  Date"),  or at such other place,
time  and date as may be  agreed  upon by QDL,  Questron,  the  Company  and the
Principals.  The  effective  date of the  Closing  shall be April 1,  1999  (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
Principals, on the other;



                                       11

<PAGE>



              (b)  without  liability  on the part of any party  hereto  (unless
occasioned  by reason  of a  material  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 Principals,  on the other, if
the  Closing  shall not have  occurred on or before June 30, 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  Principals  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  Principals  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  Principals,  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 Principals  have not breached in any material
respect  any of their  respective  representations,  warranties  or  obligations
hereunder.

              3.3 Fee Upon Termination  Under Section 3.2(b).  In the event that
QDL or the Company  terminates this Agreement  pursuant to Section  3.2(b),  QDL
shall pay to the Company Fifty Thousand Dollars ($50,000). Such payment shall be
made within fifteen (15) calendar days after the date of  termination  and shall
be paid by wire transfers of immediately  available funds (or certified  checks)
from or on behalf of QDL to such  account(s) as the Company may designate to QDL
in writing.


                                    ARTICLE 4

                REPRESENTATIONS AND WARRANTIES OF THE PRINCIPALS
                ------------------------------------------------
                                 AND THE COMPANY
                                 ---------------

         Each Principal and the Company,  jointly and severally,  represents and
warrants  to QDL and  Questron  that as of the date hereof and as of the Closing
Date (except as otherwise noted):

         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  the  transactions
contemplated hereby and thereby. Each Principal has the power to enter into this
Agreement  and each Other  Document  to which such  Principal  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  Principals are
parties will be as of the Closing Date, duly executed

 
                                       12

<PAGE>



and delivered by the Company and/or the Principals,  and (assuming due execution
and delivery by QDL and  Questron)  this  Agreement  and each Other  Document to
which the  Company and the  Principals  are parties  will  constitute  valid and
binding obligations of the Company and the Principals, 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 Ohio 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.  As of the date hereof,  the authorized capital of
the  Company  consists  of the  number of  shares  of common  stock set forth on
Schedule 4.4, no par value per share (the "Company Common Stock"),  of which the
number of shaers  set forth on  Schedule  4.4 are issued  and  outstanding.  The
authorized  capital  of the  Company as of the  Closing  shall be set forth on a
schedule to be provided to QDL prior to Closing.

         4.5 Ownership of Shares. As of the date hereof, each shareholder of the
Company is the lawful  record and  beneficial  owner of that number of shares of
Company Common Stock set forth opposite such  shareholders name on Schedule 1.1,
which shares represent all of the issued and outstanding shares of capital stock
of the  Company.  The  ownership  of the Company  Common Stock as of the Closing
shall be set forth on a schedule to be provided to QDL prior to Closing.

         4.6 Title to Acquired Assets. The Company has good and marketable title
to all of the Acquired Assets owned by it, and has a valid leasehold interest in
all of the assets and  properties  leased by it, in each instance free and clear
of any  Encumbrances,  other than such Encumbrances  specifically  identified on
Schedule 4.6(a). Schedule 4.6(b) lists all items of personal property (exclusive
of  Inventory)  owned by the Company as of the date of this  Agreement  having a
current book value of in excess of Five Thousand  Dollars  ($5,000).  All of the
items of  equipment  used by the  Company  in the  conduct of the  Business  are
suitable for the purposes for which such assets are  currently  used or are held
for use, in adequate working condition, subject to normal wear and tear, and are
free from any known defects. Upon consummation of the transactions  contemplated
hereby,


                                       13

<PAGE>



QDL will acquire good title to all of the Acquired  Assets owned by the Company,
free  and  clear  of all  Encumbrances,  except  for  Encumbrances  specifically
identified on Schedule 4.6(c).

         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  (other than the  Excluded
Assets),  and include all properties,  rights and assets necessary 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 Principal 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  Principal  or the  Company of this  Agreement  or any Other
Document  and the  consummation  of the  transactions  contemplated  hereby  and
thereby.  Except as set forth in  Schedule  4.8,  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
Principal 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  Principals,  investigation
(collectively,  "Actions")  pending or, to the  knowledge of the Company and the
Principals,  threatened or anticipated against, relating to or affecting (i) the
Company,  the  Assumed   Liabilities,   the  Acquired  Assets  or  the  Assigned
Liabilities,  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.  To the  knowledge  of the  Company  and the  Principals,  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


                                       14

<PAGE>



Action. The Company has delivered or made available to QDL or Questron copies of
all  proceedings,  correspondence  and other  documents  relating to each Action
listed on Schedule 4.9. The Company and the Principals  have no knowledge of any
Action so pending or  threatened or that the Company and the  Principals  have a
reasonable  basis to expect or anticipate  (whether or not disclosed on Schedule
4.9) which would not,  subject to  applicable  deductions,  be fully  covered by
insurance under the Insurance Policies.

         4.10 Intentionally Omitted.

         4.11 Real Property. (a) All of the Real Property used in the conduct of
the  Business is either  leased or subleased by the Company and the Company does
not otherwise own any real property. Schedule 4.11(a) sets forth, as of the date
of this Agreement,  a complete and accurate list of (i) all of the real property
that the Company has currently  leased or subleased (the "Leased Real Property")
and (ii)  the  applicable  leases,  including  all  amendments  thereto  and all
material agreements incidental thereto (the "Real Property Leases"). The Company
has 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 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 Real  Property
Lease.

              (b) 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(a).  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 (other than
the Existing  Master Lease) the Company has, to the knowledge of the Company and
the  Principals,  adequate rights of ingress and egress for the operation of the
Business  of the  Company  in the  ordinary  course.  With  respect  to the Real
Property leased under the Existing Master Lease and to be leased pursuant to the
Replacement Lease, 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),  to the knowledge of the Company and the Principals,
with respect to the Leased Real  Property  (other than the Leased Real  Property
leased  under the Existing  Master Lease and to be leased under the  Replacement
Lease) 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 encroachment does not materially adversely affect
the value or use of any such  building,  structure,  appurtenance  or equipment.
Except as set  forth in  Schedule  4.11(c),  with  respect  to the  Leased  Real
Property  leased  under the  Existing  Master  lease and to be leased  under the
Replacement Lease, none of the buildings, structures or appurtenances


                                       15

<PAGE>



(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  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, to the  knowledge of the Company and the  Principals,
threatened  with respect to the Real  Property or any  buildings,  structures or
appurtenances  located  thereon,  and (ii) none of the buildings,  structures or
appurtenances  used by the  Company  in the  conduct of the  Business  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) The Company has all necessary Permits to carry on the Business
in the ordinary course.

         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 leased 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  Principals  and the Company have
heretofore  furnished QDL and/or Questron with copies of the following financial
statements of the Company: (i) audited balance sheets as at December 31 for each
of 1995, 1996 and 1997, respectively;  (ii) audited statements of operations for
each of the years ended on December 31, for 1995, 1996, 1997; (iii) an unaudited
balance  sheet (the  "Reference  Balance  Sheet") as at  December  31, 1998 (the
"Reference Balance Sheet Date");  and (iv) an unaudited  statement of operations
(the "Reference Income  Statement") for the year ended December 31, 1998. Except
as noted on  Schedule  4.13 or  otherwise  noted  therein  and except for normal
year-end  adjustments,  all such financial  statements are complete and correct,
were  prepared in  accordance  with GAAP  consistently  applied  throughout  the
periods  indicated  and 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)  Except  as  set  forth  on  Schedule  4.13(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 (i) as and to the extent  reflected or reserved  against on the Reference
Balance Sheet; (ii) specifically described and identified as an exception to


                                       16

<PAGE>



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 in
excess of  Twenty-Five  Thousand  Dollars  ($25,000) and were incurred since the
Reference Balance Sheet Date in the ordinary course of business  consistent with
prior practice; or (iv) Company payroll expenses,  open purchase or sales orders
or  agreements  for  delivery of goods and  services in the  ordinary  course of
business  consistent with prior practice.  The Company shall provide QDL with an
updated Schedule 4.13(b) at the Closing.

              (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.  (a) The  Principals  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 be set forth under GAAP applied on a consistent basis.

              (b) The minute books of the Company that have been made  available
to QDL and/or Questron for their inspection contain true and complete records of
all meetings and consents in lieu of meetings of the Board of Directors (and any
committees  thereof)  of the  Company  and of its  Shareholders  and  accurately
reflect all  material  transactions  referred to in such minutes and consents in
lieu of  meetings.  The stock books that have been made  available to QDL and/or
Questron for their inspection are true and complete in all material respects.

         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



                                       17

<PAGE>



              (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 prior to  Closing)  timely
    filed when due in accordance with all applicable laws;

              (ii) all Taxes  shown on the  Returns  have been  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 Principals'  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 Principals'  knowledge,  ever has been a party which will survive
    the Closing.

         4.16 Employee  Matters.  (a) Schedule 4.16(a) 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.

              (b) Schedule  4.16(b) sets forth a list of all Benefit Plans that
are "employee benefit plans" within the meaning of Section 3(3) of ERISA ("ERISA
Plans")  and  all  other  Benefit  Plans,   whether  sponsored,   maintained  or
contributed to by the Company.


                                       18

<PAGE>



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

              (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) none of the Principals, 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);

              (iii)  such  Benefits  Plans  are in  compliance  in all  material
    respects  with ERISA and the Code and all  filings  required to be made have
    been made on a timely basis;

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

              (v) 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;

              (vi) 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

              (vii) 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


                                       19

<PAGE>



event for each  Benefit  Plan that is a "group  health  plan" as defined in Code
Section 5000(b)(1) and ERISA Section 607(1).

              (d) 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.

              (e) 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).

              (f) 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.

              (g) With respect to the  Company,  except as set forth on Schedule
4.16(g), 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 Principals' 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;

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

              (iii)  none of the  employees  of the  Company  is a member  of or
    represented  by any labor union and, to the knowledge of the Company and the
    Principals,  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;


                                       20

<PAGE>



              (v) no agreement (including any collective bargaining  agreement),
    arbitration  or court  decision,  decree or 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 Principals' knowledge,  threatened, or to the Company's or
    Principals' 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  are no  pending,  or to the
    knowledge of the Company or the Principals,  threatened  claims with respect
    to  the  equal  employment   opportunity  practices  or  affirmative  action
    practices  of  the  Company  and,  to  the  Company's  and  the  Principals'
    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(g).

         4.17  Intellectual  Property.  Schedule  4.17(a)  (i)  contains  a list
(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) of (x) all of the Company's  registrations of trademarks and of
other marks, trade names, brand names, 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 conduct of its Business and (z) all licenses and other  trademarks and other
marks, trade names, 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 the use and  ownership of the names  "Olympic  Fasteners & Electronic
Hardware,"  "Spacers and Standoffs" or "Olympic Threaded," 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(a)) (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(a),
possesses  enforceable licenses or other rights to use) all of such Intellectual
Property Rights.  Except as set forth on Schedule 4.17(b), 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 granted no licenses,  relating in whole or in part to
any of the


                                       21

<PAGE>



Intellectual  Property  Rights.  Except as set forth on  Schedule  4.17(c),  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 (less any  reserves  for bad
debt, which reserves are determined in accordance with past practices) 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,  subject to the  reserve  for  doubtful  accounts
appearing  on the  Reference  Balance  Sheet.  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  (less any  reserves  for bad debt,  which
reserves are determined in accordance with past  practices)  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,  except to the
extent of any reserve with respect thereto set forth in the March Balance Sheet.
The reserves or associated  Liabilities reflected on the Reference Balance Sheet
relating to accounts receivable of the Company are reasonable in amount.

              (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 has 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  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 with GAAP  consistently  applied.  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;



                                       22

<PAGE>



              (b) incurred any  obligation or Liability  other than as described
in Section 4.13(b);

              (c) other  than in the  ordinary  course of  business,  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),  except  for
inventory sold to customers or returned to vendors;

              (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  Twenty-Five  Thousand
Dollars ($25,000);

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

              (h) 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);

              (i) 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;

              (j) 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;

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

              (l)  materially  amended or terminated or received any threat (not
subsequently  withdrawn) to  terminate,  any Contract  involving  more than Five
Thousand Dollars ($5,000);

              (m)  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 Principals,


                                       23

<PAGE>



              (ii) involving more than Five Thousand  Dollars  ($5,000) or (iii)
    outside the ordinary course of business consistent with past practice;

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

              (o) 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;

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

              (q) made any loan to any Company  employee  outside  the  ordinary
course of business consistent with past practice;

              (r) 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

              (s) 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 or Schedule  4.11(a),  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
Principals.  There is not under any Contract:  (A) any existing material default
by the Company or, to the Company's and the Principals' 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
Principals'


                                       24

<PAGE>



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) except for  purchase  orders  made in the  ordinary  course of
    business, 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);

              (ii)  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 Ten Thousand  Dollars
    ($10,000) 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;

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

              (iv) 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;

              (v) 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;

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

              (vii) 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 (vi).

              (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


                                       25

<PAGE>



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 affecting  creditors' rights generally and
(ii) the  general  principles  of equity,  regardless  of whether  asserted in a
proceeding  in equity or at law) and will be in full force and effect;  (B) upon
consummation of the transactions  contemplated  hereby, the written  arrangement
will continue to be legal, valid binding  obligation 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  will be in full  force  and  effect  on
identical  terms  following the Closing  Date;  and (C) to the Company's and the
Principals'  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 and any
general  comprehensive  liability  policies  including excess liability policies
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 1997 and 1998 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;  and (iv)  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.
To the knowledge of the Company and the Principals, such policies are sufficient
for  compliance  with all  requirements  of Law and all  agreements to which the
Company  is a party.  Such  policies  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 and the Principals have not received any notice
of default  under such  policies  and, to the  knowledge  of the Company and the
Principals, the Company is not in default under any of such policies or binders.
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 1997 and


                                       26

<PAGE>



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.

         4.24 Intentionally Omitted.

         4.25 Customers,  Suppliers,  Distributors,  Etc. (a) Since December 31,
1997, with respect to transactions  involving in excess of Twenty-Five  Thousand
Dollars ($25,000), 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 Ten  Thousand  Dollars
($10,000).  Except  as set  forth  on  Schedule  4.25(a),  the  Company  and the
Principals  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(a),  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 all
customers of the Company since December 31, 1996.  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  purchases in excess of
Fifty Thousand  Dollars  ($50,000)  during the calendar years ended December 31,
1997 and 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) Since December
31,  1996 other than in the  ordinary  course of  business,  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 Twenty-Five Thousand Dollars ($25,000), 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
fiscal years ended December 31, 1998 and 1997.

              (c) Schedule  4.26(c)  contains a complete and correct list of (i)
product  liability  claims made against the Company since  December 31, 1996 and
(ii) any amounts paid by the


                                       27

<PAGE>



Company or its  insurance  company with  respect to such  claims.  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  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
Principals  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  material  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 Principals'  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  Principals  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) to the  best  of the  Company's  and  the  Principals'
knowledge, there is not now, nor 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  constitutes 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.



                                       28

<PAGE>



         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  Principal  has used any  corporate  or
other funds for unlawful contributions,  payments,  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:

              (i)   represents   and  warrants  that  the  Closing  Shares  (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 the Company
    does not have 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  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 the following  documents have been provided
    to, and reviewed by, the Company:

              (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 the Company and the
Company's attorney and/or accountant and/or representative.  The Company 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 the Company;

             (vi) the Company 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 any of its  shareholders  must comply with all  provisions of the
    Securities Act.

         4.31 Disclosure. No representations or warranties by the Principals 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  Principals  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.


                                    ARTICLE 5

               REPRESENTATIONS AND WARRANTIES OF QDL AND QUESTRON
               --------------------------------------------------

              QDL and  Questron  represent  and  warrant to the  Company and the
Principals 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,


                                       30

<PAGE>



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 Principals  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  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
Principal 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;


                                       31

<PAGE>



              (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.

Each of the SEC Documents, as of its respective date of filing, conformed in all
material respects with the applicable requirements of the Exchange Act. 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 as contemplated  hereby, will be duly authorized,  validly issued,  fully
paid and non-assessable.


                                    ARTICLE 6

                       CERTAIN COVENANTS AND AGREEMENTS OF
                    PRINCIPALS, THE COMPANY, QDL AND QUESTRON
                    -----------------------------------------

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

              (a)  Except  as   disclosed   on  Schedule  6.1  or  as  otherwise
contemplated  by this  Agreement  or  permitted  by written  consent of QDL, the
Principals  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
    Principals  or undertake any similar  transactions  affecting the capital of
    the Company;

              (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) incur  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



                                       32

<PAGE>



              (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 Principals 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 Company  shall  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.

              (e) The Principals 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  Principals  or the  Company of which the  Principals  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 Principals 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


                                       33

<PAGE>



delivered to the Company, the Principals 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 Principals,  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 Principals 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  and  the  assumption  of the  Assumed  Liabilities  by QDL as  provided
hereunder and any deficiency, interest or penalty asserted with respect thereto.
The Company  and/or the  Principals  shall pay the fees and costs of  obtaining,
recording or filing all applicable conveyancing instruments described in Section
7.7.

              (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 Principals  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  Principals  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.

              (d) Within thirty (30) days after the Closing, the Company and the
Principals  shall  provide  QDL with  such  clearance  certificates  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.  Other than for
any bulk sales act liabilities relating to the Assumed Liabilities,  the Company
and the Principals,  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  Principals 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  Principals,  on the other,  will bear their own expenses in
connection  with  this  Agreement  and  its  performance.  The  Company  and the
Principals,  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


                                       34

<PAGE>



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.  The Principals 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 Principals  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
Principals)  for purposes of (i) 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)  and (ii) review the audited  financial  statements  (the "1998
Audit")  of the  Company's  financial  position  as of and  for the  year  ended
December  31,  1998 as audited by the  Company's  certified  public  accountants
(which  audited  financial  statements  the  Company  and  Seller  agree  may be
disclosed by Questron for purposes of  satisfying  the  financing  condition set
forth in Section 7.10).  The Company and the Principals  agree to cooperate with
Questron  and its  representatives  in the review of the 1998 Audit.  Unless and
until the transactions  contemplated  herein have been consummated,  each of QDL
and Questron, on the one hand, and the Company and the Principals, 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 Principals 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 of QDL, and Questron,  on the one hand, and the Company and
the  Principals,  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  Principals,  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


                                       35

<PAGE>



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 two (2) 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 Principals 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  Principals  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.

              (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  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) QDL shall have no liability with respect to the Benefit Plans.

         6.7  Press  Releases.  Except  as  required  by law or  stock  exchange
regulation,  any public  announcements by the Company or the Principals,  on the
one  hand,  and QDL and  Questron,  on the  other,  regarding  the  transactions
contemplated hereby shall be made only with the consent of the other party.

         6.8  Transitional  Assistance.  The  Company and the  Principals  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 included in the Acquired Assets.



                                       36

<PAGE>



         6.9  Conditions.  The Company and the  Principals  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.

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

         6.11 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.

         6.12 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 "METRO FORM CORPORATION"
or "OLYMPIC FASTENERS & ELECTRONIC HARDWARE" or any name similar to such name or
any variant or abbreviations of such name.

         6.13  Balance  Sheets.  The  Company,  at its cost and  expense,  shall
prepare  and  deliver  to  Questron,  for its review  and  approval,  as soon as
practicable, but in no event later than April 11, 1999, (i) an unaudited balance
sheet of the Company as at March 31, 1999 (the "March 31, 1999 Balance  Sheet"),
which shall be prepared on a basis consistent with the December 31, 1998 Audited
Balance Sheet, (ii) the Company's  calculation,  set forth in reasonable detail,
of Stated  Net Debt and Net  Operating  Assets as at March  31,  1999, (iii) an
audited  balance sheet of the Company as at December 31, 1998 (the "December 31,
1998 Audited Balance Sheet"), which shall be prepared on a basis consistent with
generally accepted accounting  principles (subject to the accounting departures
from generally  accepted  accounting  principles set forth in Schedule 4.13) and
(iv) the Company's calculation, set forth in reasonable detail, of Net Operating
Assets at December  31,  1998.  Any disputes by Questron or QDL in regard to the
foregoing,  shall be resolved  pursuant to the  procedures  set forth in Section
2.4(d)(ii).

         6.14  Replacement  Leases.  On or prior to April 1, 1999,  the  Company
shall execute and deliver the First  Replacement  Lease and on or prior to the
Closing Date, QDL shall execute and deliver the Second Replacement Lease.

         6.15 Florida  Dealers  License.  On or prior to the Closing  Date,  the
Company shall obtain a Florida dealers license from the State of Florida.

         6.16 HSR Act and Other Filings.  As promptly as  practicable  after the
execution of this  Agreement,  each party shall,  in connection with the others,
make or cause to be made any filing or filings required to be made in connection
with the transactions contemplated by this Agreement under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"), with the Federal
Trade  Commission  and the Antitrust  Division of the Department of Justice (and
shall  request  the early  termination  of any  applicable  waiting  periods  in
connection therewith), and,


                                       37

<PAGE>



as promptly as practicable from time to time  thereafter,  each party shall make
or cause to be made all such further filings and submissions,  and take or cause
to be taken such further  action,  as may  reasonably  be required in connection
therewith. Each party agrees promptly to provide the other party or parties with
copies of all final  consent,  approval,  termination  or  confirmation  letters
provided to such party pursuant to filings made under this section.


                                    ARTICLE 7

                    CONDITIONS PRECEDENT OF QDL AND QUESTRON
                    ----------------------------------------

         Subject to the provisions of Section 3.3 hereof,  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:

         7.1 Representations and Warranties. Except as otherwise contemplated or
permitted by this  Agreement,  (a) the  representations  and  warranties  of the
Company and the Principals 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  Principals  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 Principals  prior to or on the Closing Date, and QDL
and/or  Questron shall have been furnished with  certificates of the Company and
the Principals,  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 Ohio and a  certificate  of existence and good standing as
of a recent  date  from  the  Secretary  of  State of the  State of Ohio 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 Arter & Hadden  LLP,  counsel  for the
Shareholders  and the  Company,  substantially  in the form  attached  hereto as
Exhibit B.

         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


                                       38

<PAGE>



commenced, and no action, suit or proceeding by any Governmental Authority shall
have been threatened,  against QDL, Questron, the Principals, 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.  Except as set forth on Schedule  7.6,  all  consents of
third parties, including,  without limitation, any filing or filings required by
Section  6.16  Governmental  Authorities  and  non-governmental  self-regulatory
agencies,  and all filings with and  notifications  of Governmental  Authorities
(including any and all filings  required by Section 6.16),  regulatory  agencies
(including  non-governmental  self-regulatory  agencies) or other entities which
regulate the business of QDL, Questron,  the Principals or the Company necessary
on the part of QDL,  Questron,  the Principals 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 conducted,  other than routine
post-closing  notifications or filings,  shall have been obtained or effected or
any applicable waiting period shall have expired or terminated.

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

              (i) a bill of sale,  substantially  in the form attached hereto as
    Exhibit C, 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 (other than the Existing  Master 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)  assignments,  in form and substance  satisfactory to QDL, of
    all Intellectual Property Rights, in recordable form to the extent necessary
    to assign such rights;

              (v) 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;

              (vi)  evidence  of the name  change  of the  Company  required  by
    Section 6.12, which evidence shall be reasonably satisfactory to QDL;

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


                                       39

<PAGE>



              (viii)  other than the Excluded  Assets,  all Books and Records of
    the  Company  (QDL  shall  be  granted  access  to such  Books  and  Records
    immediately after Closing);

              (ix) 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;

              (x) 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;

              (xi) 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

              (xii)  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 D (together with
any other exhibits attached thereto,  the "Employment  Agreement") duly executed
and delivered by Rudolph M. Petric.

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

         7.10 Financing.  QDL shall have obtained  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.

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

         7.12 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.

         7.13  Environmental  Report. QDL shall have received a recent phase one
environmental  report on the office and  warehouse  space  located in Middleburg
Heights,  Ohio which is leased by the Company  pursuant to the  Existing  Master
Lease.



                                       40

<PAGE>



         7.14  Investor  Representation  Letter.  QDL  shall  have  received  an
executed  investor  representation  letter from each shareholder of the Company,
substantially in the form attached hereto as Exhibit F.


                                    ARTICLE 8

             CONDITIONS PRECEDENT OF THE COMPANY AND THE PRINCIPALS
             ------------------------------------------------------

         The Company and the Principals  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 Principals  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  Principals  shall have
received (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 and Ohio.

         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  Principals  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,   any  filing  or  filing  required  by  Section  6.16  Governmental
Authorities, and non-governmental self-regulatory agencies, and all filings with
and  notifications  of Governmental  Authorities  (including any and all filings
required  by Section  6.16),  regulatory  agencies  (including  non-governmental
self-regulatory  agencies) or other  entities which regulate the Business of the
Company, necessary on the part of the


                                       41

<PAGE>



Company and the Principals,  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 or
any applicable waiting period shall have expired or terminated.

         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 Principals and the Company shall have been
furnished with an opinion, dated the Closing Date, of Battle Fowler LLP, counsel
to QDL and Questron, substantially in the form attached hereto as Exhibit G.

         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 Principals.  Effective only
from and upon the  occurrence of the Closing,  and subject to Section 9.3 below,
the Company and each of the  Principals  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 Principal;  and (ii) failures by the
Company  and  any  of  the  Principals  to  perform  or  otherwise  fulfill  any
undertaking or other agreement or obligation under this Agreement;

              (b) all Excluded Liabilities;

              (c) any  recalls,  warranty  claims,  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;



                                       42

<PAGE>



              (d) except as otherwise provided in Section 2.3, any and all Taxes
imposed on the Company with respect to the period prior to the Effective Date;

              (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  (less
any reserves for bad debt, which reserves are determined in accordance with past
practice)  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;

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 Principals thereof, provided further, however, that the failure to so notify
the Company and the Principals  shall not reduce or affect the Company's and the
Principals'  obligations  with  respect  thereto  except to the extent  that the
Company and the Principals are materially prejudiced thereby.  Subject to rights
of or duties to any insurer or other third Person having liability therefor, the
Company and the  Principals  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 Principals 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 Principals) in any such matter. So long as the Company and the Principals
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.

To the extent the  Company  makes  payments to QDL for any  accounts  receivable
pursuant  to clause  (f) above and this  Section  9.1,  QDL shall  assign to the
Company any such uncollected accounts receivables.

         9.2  Indemnification by QDL and Questron.  Effective only from and upon
the  occurrence  of the  Closing,  and  subject  to Section  9.3 below,  QDL and
Questron  hereby  agree to jointly  and  severally  defend,  indemnify  and hold
harmless the Company, the Principals and their respective


                                       43

<PAGE>



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) all Taxes incurred by the Company  (including Taxes payable in
respect of any income of the Company) after the Effective Date;

              (d) facts or  circumstances  occurring  after the Closing Date and
relating to the operation of the Business after the Closing Date;

              (e) actions taken by the Company  after the Effective  Date in the
ordinary  course of business and taken in accordance with the provisions of this
Agreement, and

              (f) 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 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 the Company and the Principals;  provided,  however, that if QDL
and  Questron  shall have  exercised  their  right to assume such  control,  the
Company and the Principals  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.  (a)  Notwithstanding  anything  contained
herein to the  contrary,  the Company  shall have no obligation to indemnify and
hold  harmless any  Questron  Indemnitee  with  respect to any  Questron  Losses
pursuant to a claim for indemnity under Section  9.1(a)(i)  unless the aggregate
amount of such Questron Losses exceeds Seventy-Five Thousand


                                       44

<PAGE>



Dollars ($75,000);  provided,  that, the foregoing limitation shall not apply to
(i) any claim for indemnity made by any Questron  Indemnitee  arising out of the
failure of Seller to  discharge  any  Encumbrance  required  to be released as a
condition to this Agreement,  (ii) the representations set forth in Section 4.27
and the liabilities  described in Section 9.1(e), and (iii) the  representations
and warranties set forth in Section 4.15.

              (b) The  aggregate  liability of the Company  under this Article 9
shall not exceed the aggregate amount of the consideration  actually received by
the Company as the Purchase Price (including,  without limitation,  any Deferred
Purchase Price), provided,  however, that such limitation shall not apply to the
representations set forth in Section 4.27.

              (c) The  aggregate  liability  of QDL and Questron  under  Section
9.2(a) (and 9.2(d), to the extent it relates to 9.2(a)) shall in no event exceed
One Million Dollars ($1,000,000).

              (d) No party shall have any  liability  for any  inaccuracy  in or
breach of any representation or warranty by such party if the other party or any
of  its  officers,  employees,  counsel  or  other  representatives  had  actual
knowledge on or before the Closing Date that such representation or warranty was
inaccurate or breached.

              (e) Except for  remedies  that cannot be waived as a matter of law
and injunctive and provisional  relief,  if the Closing  occurs,  this Article 9
shall be the  exclusive  remedy for  breaches of this  Agreement or otherwise in
respect of the sale of the Acquired Assets contemplated hereby.

              (f) Notwithstanding  anything contained herein to the contrary, no
party  shall  have  any  liability   hereunder  for  any  lost  profits  or  any
consequential  or  incidental  damages,  each of which  is  hereby  excluded  by
agreement of the parties regardless of whether or not any party has been advised
of the possibility of such damages.

                                   ARTICLE 10

              SURVIVAL OF REPRESENTATIONS, WARRANTIES AND COVENANTS
              -----------------------------------------------------

              (a)  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  Principals  contained in Sections 4.1, 4.6,  4.13(b) and
4.27 shall survive the Closing Date without  limitation,  and any representation
or warranty of the Company and the  Principals  contained  in Section  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 Principal 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).




                                       45

<PAGE>

                                   ARTICLE 11

                              INTENTIONALLY OMITTED


                                   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  Principal  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 Principals or the Company, to:

                  c/o Nova Machine Products Co.
                  18001 Sheldon Road
                  Middleburg Heights, Ohio 44130
                  Attn: Jim Mraz
                  Telecopier: (216) 267-8519
                  Telephone: (216) 898-8005

                  (with a copy to)

                  Arter & Hadden LLP
                  925 Euclid Avenue
                  1100 Hummington Building
                  Cleveland, Ohio 44115-1475
                  Attn: Edwin Kennedy, Esq.
                  Telecopier: (216) 696-2645
                  Telephone: (216) 696-1100




                                       46

<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 Principals,  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 Principals,  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
Principals, 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.



                                       47

<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
Principals 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.

         12.11 Post-Closing Reimbursement.  (a) QDL shall be responsible for all
costs incurred by the Company in maintaining its benefit plans after the Closing
Date for the Company employees hired by QDL after the Closing.

              (b) QDL shall  reimburse  the  Company for QDL's pro rata share of
any personal  property taxes relating to the Acquired Assets paid by the Company
for the calendar year ended December 31, 1999.


                                       48

<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 Executive
                                                   Officer


                             METRO FORM CORPORATION d.b.a. Olympic
                             Fasteners & Electronic Hardware


                             By        /s/ Rudolph M. Petric
                                       -----------------------------------------
                                       Name:       Rudolph M. Petric
                                       Title:      President


                             PRINCIPALS:


                             /s/ James Mraz
                             ---------------------------------------------------
                             James Mraz


                             /s/ Rudolph M. Petric
                             ---------------------------------------------------
                             Rudolph M. Petric