AMENDMENT NUMBER ONE TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT


           THIS  AMENDMENT  NUMBER ONE TO AMENDED AND RESTATED LOAN AND SECURITY
AGREEMENT (this  "Amendment") dated as of October 1, 1999, is entered into among
Questron Technology, Inc., a Delaware corporation ("QTI"), certain of the direct
and  indirect   Subsidiaries  of  QTI  identified   therein   (individually  and
collectively,  and jointly and severally,  the "Obligors"),  each of the Lenders
signatory hereto,  CONGRESS FINANCIAL  CORPORATION,  a Delaware corporation,  as
administrative  agent  for the  Lenders  ("Administrative  Agent"),  and  ABLECO
FINANCE LLC, a Delaware limited liability  company,  as collateral agent for the
Lender Group ("Collateral Agent"), in light of the following:

                               W I T N E S S E T H

           WHEREAS,  the  Obligors,  the  Lenders,   Administrative  Agent,  and
Collateral  Agent are  parties to that  certain  Amended and  Restated  Loan and
Security  Agreement,   dated  as  of  June  29,  1999  (as  amended,   restated,
supplemented, or modified from time to time, the "Loan Agreement");

           WHEREAS,  the  Obligors  are in  default  under the terms of the Loan
Agreement;

           WHEREAS,  the  parties  desire  to  amend  the  Loan  Agreement,   in
accordance with the amendment  provisions of Section 12.3 thereof, and waive the
events of default, in each case, as set forth herein;

           NOW, THEREFORE, for good and valuable consideration,  the receipt and
sufficiency  of which are hereby  acknowledged,  the parties  agree to amend the
Loan Agreement, effective immediately, as follows:

1.  DEFINITIONS.  Capitalized terms used herein and not otherwise defined herein
shall  have the  meanings  ascribed  to them in the Loan  Agreement,  as amended
hereby.

2. AMENDMENT TO LOAN AGREEMENT. Section 9A [Conditions Precedent to all Credits]
of the  Loan  Agreement  hereby  is  amended  by  inserting  the  following  new
subsection 9A.5 after subsection 9A.4 appearing in said Section:

           9A.5  Revolving  Facility  Usage.  The prior  written  consent of the
Collateral  Agent shall be required for any  Revolving  Credit Loan or Letter of
Credit Accommodation at anytime that the Revolving Facility Usage is equal to or
greater than $12,500,000,  or, after giving effect to a Revolving Credit Loan or
Letter of Credit  Accommodation  requested by Borrower,  the Revolving  Facility
Usage would exceed $12,500,000.

<PAGE>

3. WAIVER OF EVENTS OF DEFAULT.  Upon the  effectiveness of this Amendment,  the
Required  Lenders hereby waive each of the Events of Default  existing as of the
date of this  Amendment and  identified on Schedule A attached to this Amendment
(each, a "Specified  Event of Default").  Such waiver is specific in time and in
intent and does not  constitute,  nor should it be  construed  as  constituting,
except to the extent expressly set forth herein, a waiver or modification of any
term of, or right, power, or privilege under, the Loan Agreement, the other Loan
Documents,  or any  agreement,  contract,  indenture,  document,  or  instrument
mentioned  therein.  Such waiver does not  preclude  any  exercise of any right,
power,  or privilege  under any Loan  Document,  based upon any Event of Default
other than the Specified Events of Default.

4. Representations and Warranties.  The Obligors hereby represent and warrant to
the Required Lenders that:

               (a)    The execution, delivery, and performance of this Amendment
are within its  corporate  powers,  have been duly  authorized  by all necessary
corporate action, and are not in contravention of any law, rule, regulation,  or
any order,  judgment,  decree,  writ,  injunction,  or award of any  arbitrator,
court, or governmental authority, or of the terms of its governing documents, or
of any  contract  or  undertaking  to which it is a party or by which any of its
properties may be bound or affected if the result  thereof is reasonably  likely
to result in a Material Adverse Change;

               (b)    This Amendment  constitute the Obligors' legal, valid, and
binding  obligation,  enforceable  against the Obligors in  accordance  with its
terms;

               (c)    There is no litigation or proceeding pending or threatened
against or affecting the Obligors, its business,  operations, or properties that
reasonably could be expected to have a Material Adverse Change;

               (d)    No written information, certification, or report submitted
to the Lender Group by the  Obligors'  pursuant to this  Amendment  contains any
material  misstatement  of fact or omits to  state a  material  fact or any fact
necessary  to make the  information  not  false or  misleading  in any  material
respect;

               (e)    The  reaffirmation  and consent of QTI attached  hereto as
Exhibit A constitutes QTI's legal, valid, and binding  obligations,  enforceable
against QTI in accordance with its terms;

               (f)    The  reaffirmation  and consent of QTI attached  hereto as
Exhibit A has been duly executed and delivered by QTI;

               (g)    The  reaffirmation  and consent of QFC attached  hereto as
Exhibit B constitutes QFC's legal, valid, and binding  obligations,  enforceable
against QFC in accordance with its terms; and


                                       2
<PAGE>


               (h)    The  reaffirmation  and consent of QFC attached  hereto as
Exhibit B has been duly executed and delivered by QFC.

5. CONDITIONS PRECEDENT TO AMENDMENT.  The satisfaction of each of the following
unless  waived or deferred  by the  Required  Lenders in their sole  discretion,
shall constitute conditions precedent to the effectiveness of this Amendment and
each and every provision hereof:

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

               (b)    Administrative  Agent shall have received a fee of $30,000
in cash or by wire transfer of immediately  available funds,  such fee to be for
(and upon  receipt  shall be paid to) the ratable  benefit of the Lenders with a
Revolving Credit Commitment.

               (c)    Administrative Agent shall have received a fee of $131,250
in cash or by wire transfer of immediately  available funds,  such fee to be for
(and upon  receipt  shall be paid to) the ratable  benefit of the Lenders with a
Term Loan A Commitment or a Term Loan B Commitment.

               (d)    No injunction,  writ, restraining order, or other order of
any  nature  prohibiting,  directly  or  indirectly,  the  consummation  of  the
transactions  contemplated  herein shall have been issued and remain in force by
any governmental authority against the Lender Group.

               (e)    Collateral Agent shall have received the reaffirmation and
consent of QTI attached  hereto as Exhibit A, duly  executed and delivered by an
authorized official of QTI.

               (f)    Collateral Agent shall have received the reaffirmation and
consent of QFC attached  hereto as Exhibit B, duly  executed and delivered by an
authorized official of QFC.

               (g)    Collateral  Agent  shall  have  received  a  waiver,  duly
executed by the Purchasers and the Obligors,  of all events of default under the
Subordinated  Debt  Documents  (the  form and  substance  of such  waiver  to be
satisfactory to Collateral Agent).

6. CONSTRUCTION. This Amendment shall be governed by and construed in accordance
with  the  laws  of  the  State  of  New  York  without  giving  effect  to  its
conflicts-of-laws  principles (other than any provisions  thereof validating the
choice of the laws of the State of New York as the governing law).

                                       3
<PAGE>


7. ENTIRE AMENDMENT. This Amendment, and terms and provisions hereof, constitute
the entire  agreement among the parties  pertaining to the subject matter hereof
and supersedes any and all prior or contemporaneous  amendments  relating to the
subject matter hereof.  Except as expressly  amended hereby,  the Loan Agreement
and other Loan Documents shall remain unchanged and in full force and effect. To
the extent any terms or provisions of this Amendment  conflict with those of the
Loan  Agreement  or other  Loan  Documents,  the  terms and  provisions  of this
Amendment shall control. This Amendment is a Loan Document.

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

9. AMENDMENTS. This Amendment cannot be altered, amended, changed or modified in
any respect or  particular  unless each such  alteration,  amendment,  change or
modification  shall have been  agreed to by each of the  parties  and reduced to
writing in its entirety and signed and delivered by each party.

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

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

                            [Signature page follows.]




                                       4
<PAGE>

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

                                        QUESTRON  TECHNOLOGY,  INC.,  a Delaware
                                        corporation
                                        QUESTRON DISTRIBUTION LOGISTICS, INC., a
                                        Delaware corporation
                                        INTEGRATED  MATERIAL  SYSTEMS,  INC., an
                                        Arizona  corporation
                                        POWER  COMPONENTS,  INC., a Pennsylvania
                                        corporation
                                        CALIFORNIA FASTENERS, INC., a California
                                        corporation
                                        COMP WARE, INC., a Delaware  corporation
                                        FAS-TRONICS, INC., a Texas corporation
                                        FORTUNE   INDUSTRIES,   INC.,   a  Texas
                                        corporation
                                        QUESTRON  OPERATING  COMPANY,   INC.,  a
                                        Delaware  corporation
                                        QUESTRON   FINANCE   CORP.,  a  Delaware
                                        corporation
                                        ACTION  THREADED   PRODUCTS,   INC.,  an
                                        Illinois   corporation
                                        ACTION  THREADED  PRODUCTS  OF  GEORGIA,
                                        INC.,  a  Georgia   corporation
                                        ACTION  THREADED  PRODUCTS OF MINNESOTA,
                                        INC.,  a Minnesota  corporation
                                        CAPITAL   FASTENERS,   INC.,   a   North
                                        Carolina corporation


                                         By    /s/ Dominic A. Polimeni
                                               ---------------------------------
                                         Name  Dominic A. Polimeni
                                         Title Responsible Officer for each
                                               of the above-listed Obligors


                                        Ableco  Finance LLC, a Delaware  limited
                                        liability  company,  as Collateral Agent
                                        and a Lender

                                        By:     /s/ Kevin Genda
                                                --------------------------------
                                        Title:  Senior Vice President



<PAGE>

                                      S - 1


                                        STYX PARTNERS,  L.P., a Delaware limited
                                        partnership, as a Lender

                                        By:  Styx  Associates  LLC
                                             Its:  General Partner

                                             By:    /s/ Mark A. Neporant
                                                    ----------------------------
                                             Title: Vice President

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


                                        By:     /s/ Gary Dixon
                                                --------------------------------
                                        Title:  Vice President


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


                                             By:    /s/ Peter Chin
                                                    ----------------------------
                                            Title:  Authorized Agent


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


                                              By:     /s/  Peter Chin
                                                      --------------------------
                                              Title:  Authorized Agent



                                       S-2
<PAGE>

                                        ING HIGH INCOME  PRINCIPAL  PRESERVATION
                                        FUND HOLDINGS, LDC, as a Lender

                                             By:  ING Capital Advisors, LLC.,
                                                  as Investment Advisor


                                                  By Michael Campbell
                                                    ----------------------------
                                                    Its Authorized Signatory


                                        MASSACHUSETTS   MUTUAL  LIFE   INSURANCE
                                        COMPANY, as a Lender


                                        By:    /s/ Mark A. Ahmed
                                               ---------------------------------
                                        Title: Managing Director


                                        SIMSBURY CLO LIMITED, as a Lender

                                        By:  Massachusetts Mutual Life Insurance
                                             Company, as Collateral Agent


                                             By:    /s/ Mark A. Ahmed
                                                    ----------------------------
                                             Title: Managing Director



                                      S - 3


<PAGE>

                                    Exhibit A

                            REAFFIRMATION AND CONSENT


           All  capitalized  terms used herein but not otherwise  defined herein
shall have the meanings ascribed to them in that certain Amendment Number One to
Amended and Restated Loan and Security Agreement,  dated as of November __, 1999
(the  "Amendment").  The  undersigned  hereby (a) represents and warrants to the
Lender Group that the execution, delivery, and performance of this Reaffirmation
and Consent are within its corporate  powers,  have been duly  authorized by all
necessary  corporate  action,  and are not in contravention of any law, rule, or
regulation,  or any order, judgment,  decree, writ, injunction,  or award of any
arbitrator,  court, or governmental authority, or of the terms of its charter or
bylaws,  or of any material contract or undertaking to which it is a party or by
which  any of its  properties  may be bound or  affected;  (b)  consents  to the
amendment of the Loan Agreement by the Amendment; (c) acknowledges and reaffirms
its  obligations  owing to the Lender Group under the QTI Guaranty and any other
Loan  Documents  to which it is a party;  and (d)  agrees  that  each of the QTI
Guaranty and any other Loan Documents to which it is a party is and shall remain
in full force and effect in  accordance  with the terms  thereof.  Although  the
undersigned  has  been  informed  of  the  matters  set  forth  herein  and  has
acknowledged  and agreed to same,  it  understands  that the Lender Group has no
obligations  to  inform  it of  such  matters  in  the  future  or to  seek  its
acknowledgement  or agreement  to future  amendments,  and nothing  herein shall
create such a duty.  Delivery of an executed  counterpart of this  Reaffirmation
and Consent by  telefacsimile  shall be equally as  effective  as delivery of an
original  executed  counterpart  of this  Reaffirmation  and Consent.  Any party
delivering  an  executed  counterpart  of  this  Reaffirmation  and  Consent  by
telefacsimile  also  shall  deliver an  original  executed  counterpart  of this
Reaffirmation  and  Consent  but the  failure to deliver  an  original  executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed
by the laws of the State of New York,  as more  fully set forth in Section 20 of
the QTI Guaranty.

                                        QUESTRON TECHNOLOGY, INC.,
                                        a Delaware corporation


                                        By:________________________
                                        Title:


                                      A-1

<PAGE>




                                    Exhibit B

                            REAFFIRMATION AND CONSENT

           All  capitalized  terms used herein but not otherwise  defined herein
shall have the meanings ascribed to them in that certain Amendment Number One to
Amended and Restated Loan and Security Agreement,  dated as of November __, 1999
(the  "Amendment").  The  undersigned  hereby (a) represents and warrants to the
Lender Group that the execution, delivery, and performance of this Reaffirmation
and Consent are within its corporate  powers,  have been duly  authorized by all
necessary  corporate  action,  and are not in contravention of any law, rule, or
regulation,  or any order, judgment,  decree, writ, injunction,  or award of any
arbitrator,  court, or governmental authority, or of the terms of its charter or
bylaws,  or of any material contract or undertaking to which it is a party or by
which  any of its  properties  may be bound or  affected;  (b)  consents  to the
amendment of the Loan Agreement by the Amendment; (c) acknowledges and reaffirms
its  obligations  owing to the Lender Group under the QFC Guaranty and any other
Loan  Documents  to which it is a party;  and (d)  agrees  that  each of the QFC
Guaranty and any other Loan Documents to which it is a party is and shall remain
in full force and effect in  accordance  with the terms  thereof.  Although  the
undersigned  has  been  informed  of  the  matters  set  forth  herein  and  has
acknowledged  and agreed to same,  it  understands  that the Lender Group has no
obligations  to  inform  it of  such  matters  in  the  future  or to  seek  its
acknowledgement  or agreement  to future  amendments,  and nothing  herein shall
create such a duty.  Delivery of an executed  counterpart of this  Reaffirmation
and Consent by  telefacsimile  shall be equally as  effective  as delivery of an
original  executed  counterpart  of this  Reaffirmation  and Consent.  Any party
delivering  an  executed  counterpart  of  this  Reaffirmation  and  Consent  by
telefacsimile  also  shall  deliver an  original  executed  counterpart  of this
Reaffirmation  and  Consent  but the  failure to deliver  an  original  executed
counterpart shall not affect the validity, enforceability, and binding effect of
this Reaffirmation and Consent. This Reaffirmation and Consent shall be governed
by the laws of the State of New York,  as more  fully set forth in Section 20 of
the QFC Guaranty.

                                               QUESTRON FINANCE CORP.,
                                               a Delaware corporation


                                               By:________________________
                                               Title:



                                      B-1

<PAGE>



                                   SCHEDULE A

                           SPECIFIED EVENTS OF DEFAULT



                     (1)       The Obligors  have failed to maintain the minimum
                               Total  Funded  Debt  Coverage  Ratio  required by
                               Section  8.3.1  of the  Loan  Agreement  for  the
                               quarter ending September 30, 1999.

                     (2)       The Obligors  have failed to maintain the minimum
                               EBITDA  required  by  Section  8.3.2  of the Loan
                               Agreement  for the quarter  ending  September 30,
                               1999.

                     (3)       The Obligors  have failed to maintain the minimum
                               Senior Debt  Coverage  Ratio  required by Section
                               8.3.3  of the  Loan  Agreement  for  the  quarter
                               ending September 30, 1999.


                                      A-1


<PAGE>

           Each of the items  identified in  paragraphs  (1), (2), and (3) above
constitute an Event of Default under Section 10.1 of the Loan Agreement.