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                                                                    Exhibit 10.5


         THE SECURITIES REPRESENTED HEREBY AND THE SECURITIES ISSUABLE UPON
         EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "ACT") OR UNDER 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.

                            QUESTRON TECHNOLOGY, INC.

                      NON-STATUTORY STOCK OPTION AGREEMENT

I.       GRANT OF OPTION

         Questron Technology, Inc., a Delaware corporation (the "Company" or
"Questron") hereby grants to Malcolm Tallmon (the "Optionee"), an option to
purchase an aggregate of 37,500 shares of common stock, par value $0.001 per
share ("Common Stock"), of the Company at a price of $3.625 per share (the
"Exercise Price per Share"), purchasable as set forth in and subject to the
terms and conditions of this Option Agreement.

II.      EXERCISE OF OPTION AND PROVISIONS FOR TERMINATION

         A. VESTING OF OPTION.  The Option shall vest in its entirety on the
date hereof.

         B. EXERCISABILITY OF OPTION. All Options are vested and are immediately
exercisable. Notwithstanding the foregoing, the Option shall not be exercisable
unless such exercise is in compliance with the Act, all other applicable laws
and regulations (including state securities laws) and the requirements of any
securities exchange or interdealer quotation system on which the shares of
Common Stock may be listed or included for quotation.

         C. EXPIRATION DATE. Except as otherwise provided in this Option
Agreement, the Option may not be exercised after May 7, 2000

         D. EXERCISE PROCEDURE. Subject to the conditions set forth in this
Agreement, the Option shall be exercised by the Optionee's delivery of a written
Notice of Exercise to the Secretary of the Company in the form attached hereto.
The Optionee may not purchase less than the total number of shares of Common
Stock covered hereby.


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III.     PAYMENT OF EXERCISE PRICE; RESTRICTIONS ON EXERCISE.

         Payment of the Exercise Price per Share for the shares of Common Stock
purchased upon exercise of the Option (the "Option Shares") shall be made by
delivery to the Company of the Exercise Price, payable as follows: (i)
$28,776.44 in cash (by certified check) on or before the time of exercise, and
(ii) delivery to the Company of an executed Release as set forth in the form of
Notice of Exercise attached hereto.

IV.      DELIVERY OF SHARES.

         The Company shall, upon payment of the Exercise Price per Share for
Option Shares paid for, make prompt delivery of such Option Shares to the
Optionee. No Option Shares shall be issued and delivered upon exercise of an
Option unless and until, in the option of counsel for the Company, any
applicable registration requirements of the Act, any applicable listing
requirements of any national securities exchange or interdealer quotation system
on which stock of the same class is then traded or included for quotation, and
any other requirements of law, including state securities laws, or of any
regulatory bodies having jurisdiction over such issuance and delivery, shall
have been fully complied with. As a condition to the exercise of this Option,
the Company may require the Optionee to make such representations and warranties
to the Company as may be required to determine whether such exercise would
constitute a violation of any applicable law or regulation. If it is determined
pursuant to this Section IV that an Option may not be exercised, then the
Company must return to the Optionee, within one business day, any payment made
by the Optionee to the Company with respect to such Option.

V.       NON-TRANSFERABILITY OF OPTION.

         The Options are personal and no rights granted hereunder may be
transferred, assigned, pledged or hypothecated in any way (whether by operation
of law or otherwise), except by will or the laws of descent and distribution,
nor shall an such rights be subject to execution, attachment or similar process.
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of an Option or of such rights contrary to the provisions hereof, or upon the
levy of any attachment or similar process upon any Option or such rights, this
Option Agreement and such rights shall, at the election of the Company, become
null and void.

VI.      RIGHTS AS A STOCKHOLDER.

         The Optionee shall have no rights as a stockholder with respect to any
Option Shares unless and until a certificate representing such shares is duly
issued to the Optionee. No adjustment shall be made for dividends or other
rights for which the record date is prior to the date on such stock certificate.


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VII.     RECAPITALIZATION.

         In the event that the outstanding shares of Common Stock of the Company
are changed into or exchanged for a different number or kind of shares or other
securities of the Company by reason of any recapitalization, reclassification,
stock split, stock dividend, combination or subdivision, an appropriate and
proportionate adjustment may be made in the number and kind of shares and in the
number, kind, and per share exercise price, of shares subject to unexercised
Option or portions thereof granted prior to such adjustment.

VIII.    REORGANIZATION.

         In the event that (i) there is a reorganization or liquidation of the
Company, prior to the expiration date of the Option or termination of this
Option Agreement, the Company shall, with respect to the Option or any
unexercised portion hereof, as to outstanding Options, either (x) in the case of
a merger, consolidation or reorganization of the Company, make appropriate
provision for the protection of any such outstanding Options by the substitution
on an equivalent basis of appropriate stock of the Company, or of the merged,
consolidated or otherwise reorganized corporation that will be issuable in
respect of the shares of Common Stock of the Company (provided that no
additional benefits shall be conferred upon Optionee as a result of such
substitution), or (y) upon written notice to the Optionee, provide that all
unexercised Options must be exercised within a specified number of days of the
date of such notice or they will be terminated, or (z) upon written notice to
the Optionee, provide that all unexercised Options shall be purchased by the
Company or its successor within a specified number of days of the date of such
notice at a purchase price equal to the difference between the aggregate
Exercise Price per Share of the Option over the Book Value per Share (as of any
date means the book value per share of Common stock as of such date, as
reflected in the regularly prepared consolidated financial statements of the
Company prepared in accordance with generally accepted accounting principles
consistently applied) of the shares of Common Stock underlying the Option as of
the close of business on the last day of the fiscal year of the Company
immediately preceding the purchase or fair market value, calculated on the basis
of the average last reported sale price for the Company's Common Stock for the
five (5) trading days ending on the third trading day immediately prior to such
date, whichever is greater. Any Option or portion thereof purchased by the
Company in this manner shall be canceled and shall have no further force or
effect.

IX.      WITHHOLDING TAXES.

         The Company's obligation to deliver shares upon the exercise of an
Option shall be subject to the Optionee's satisfaction of all applicable
federal, state and local income and employment tax withholding requirements with
respect to the Option.

X.       OPTIONEE REPRESENTATIONS; LEGEND

         A. REPRESENTATIONS.  The Optionee


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                  (i) represents and warrants that the Option and any Option
         Shares (together, 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 the Company (which the
         Optionee has the right to compel) pursuant to the Act and any
         applicable state securities laws, or unless an exemption therefrom is
         available, and, accordingly, it may not be possible for the Optionee 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;

                  (iv) acknowledges that all documents, records and books
         pertaining to the Company and its business, including, but not limited
         to, the following documents which have been provided to, and reviewed
         by, the Optionee: (a) the Company's Annual Reports on Form 10-KSB for
         the fiscal years ended December 31, 1996, 1997 and 1998, (b) the
         Company's Quarterly Reports on Form 10-QSB for the quarterly periods
         ended March 31, 1999, June 30, 1999 and September 30, 1999 and March
         31, 1998, (c) the Company's Proxy Statement, dated October 1, 1999,
         relating to itsAnnual Meeting of Shareholders, and (d) the Company's
         Form 8-K and Form 8-K/A dated July 14, 1999 and August 13, 1999,
         respectively, have been made available to the Optionee and the
         Optionee's attorney and/or accountant and/or representative. The
         Optionee has had an opportunity to ask questions and receive answers
         from the Company concerning the business and assets of and all such
         questions have been answered to the full satisfaction of the Optionee;
         and

                  (v) represents and warrants that it is an accredited investor,
         as that term is defined in Regulation D under the Act.

         B. LEGEND ON STOCK CERTIFICATE. The Optionee understands that, the
Option Shares not have been registered under the Act nor the securities laws of
any state. Accordingly, unless all such registrations are then in effect, all
stock certificates representing Option Shares shall have affixed thereto a
legend substantially in the following form, in addition to any other legends
required by applicable state law:

         "THE SECURITIES PRESENTED 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



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         UNDER THE ACT, (II) 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."

XI.      REGISTRATION OF OPTION SHARES.

         A.  REGISTRATION STATEMENT.

                  (i) Within 90 days of the date hereof, Questron shall prepare
         and file under the Act with the Securities and Exchange Commission a
         registration statement with respect to the Option Shares and use its
         reasonable best efforts to cause such registration statement to become
         effective.

                   (ii) Questron shall notify the Optionee of the effectiveness
         of the registration statement filed hereunder and prepare and file with
         the Securities and Exchange Commission such amendments and supplements
         to such registration statement and the prospectus used in connection
         therewith as may be necessary to keep such registration statement
         effective for a period of not less than 180 days and comply with the
         provisions of the Act with respect to the disposition of all securities
         covered by such registration statement during such period in accordance
         with the intended methods of disposition by the Optonee set forth in
         such registration statement.

                  (iii) Questron will use its reasonable best efforts to
         register or qualify such Option Shares under such other securities or
         blue sky laws of such jurisdictions as the Optionee reasonably requests
         (provided Questron shall not be required to (a) qualify generally to do
         business in any jurisdiction where it would not otherwise be required
         to qualify but for this subparagraph, (b) subject itself to taxation in
         any such jurisdiction or (c) consent to general service of process in
         any such jurisdiction).

                  (iv) Questron shall notify the Optionee at any time when a
         prospectus relating thereto is required to be delivered under the Act
         as amended, of the happening of any event as a result of which the
         prospectus included in such registration statement contains an untrue
         statement of a material fact or omits any fact necessary to make the
         statements therein not misleading, and, at the request of the Optionee,
         Questron shall prepare a supplement or amendment to such prospectus so
         that, as thereafter delivered to the purchasers of such Option Shares,
         such prospectus shall not contain an untrue statement of a material
         fact or omit to state any fact necessary to make the statements therein
         not misleading.

                  (v) Questron shall cause the Option Shares to be listed on
         each securities exchange on which similar securities issued by Questron
         are then listed.


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<PAGE>

                  (vi) Questron may postpone or suspend for up to 180 days the
         filing or the effectiveness of a registration statement if the
         Questron=s board of directors determines in its reasonable good faith
         judgment that such filing or effectiveness would reasonably be expected
         to have a material adverse effect on any proposal or plan by Questron
         or any of its subsidiaries to engage in any acquisition of assets
         (other than in the ordinary course of business) or any merger,
         consolidation, tender offer, reorganization or similar transaction or
         any financing transaction.

         B. REGISTRATION EXPENSES. All expenses incident to the Questron=s
         performance of or compliance with this Agreement, including without
         limitation all registration and filing fees, fees and expenses of
         compliance with securities or blue sky laws, printing expenses,
         messenger and delivery expenses, fees and disbursements of custodians,
         and fees and disbursements of counsel for Questron and all independent
         certified public accountants, underwriters (excluding discounts and
         commissions) and other persons retained by Questron, shall be borne by
         Questron All brokerage commissions or similar selling expenses in
         connection with the sale by the Optionee of the Option Shares shall be
         borne by the Optionee.

         C.  INDEMNIFICATION.

                   (i) Questron agrees to indemnify, to the extent permitted by
         law, the Optionee against all losses, claims, damages, liabilities and
         expenses caused by any untrue or alleged untrue statement of material
         fact contained in any registration statement, prospectus or preliminary
         prospectus or any amendment thereof or supplement thereto or any
         omission or alleged omission of a material fact required to be stated
         therein or necessary to make the statements therein not misleading,
         except insofar as the same are caused by or contained in any
         information furnished in writing to Questron by the Optionee expressly
         for use therein or by the Optionee's failure to deliver a copy of the
         registration statement or prospectus or any amendments or supplements
         thereto after Questron has furnished the Optionee with a sufficient
         number of copies of the same.

                  (ii) The Optionee shall furnish to Questron in writing such
         information and affidavits as Questron reasonably requests for use in
         connection with the registration statement or prospectus and, to the
         extent permitted by law, shall indemnify Questron, its directors and
         officers and each person who controls the Company (within the meaning
         of the Act) against any losses, claims, damages, liabilities and
         expenses resulting from any untrue or alleged untrue statement of
         material fact contained in the registration statement, prospectus or
         preliminary prospectus or any amendment thereof or supplement thereto
         or any omission or alleged omission of a material fact required to be
         stated therein or necessary to make the statements therein not
         misleading, but only to the extent that such untrue statement or
         omission is contained in any information or affidavit so furnished in
         writing by the Optionee; provided that the obligation to indemnify
         shall be limited to the



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         net amount of proceeds received by the Optionee from the sale of Option
         Shares pursuant to such registration statement.

                  (iii) Any party entitled to indemnification hereunder shall
         (a) give prompt written notice to the indemnifying party of any claim
         with respect to which it seeks indemnification (provided that the
         failure to give prompt notice shall not impair any party's right to
         indemnification hereunder to the extent such failure has not prejudiced
         the indemnifying party) and (b) unless in such indemnified party's
         reasonable judgment a conflict of interest between such indemnified and
         indemnifying parties may exist with respect to such claim, permit such
         indemnifying party to assume the defense of such claim with counsel
         reasonably satisfactory to the indemnified party. If such defense is
         assumed, the indemnifying party shall not be subject to any liability
         for any settlement made by the indemnified party without its consent
         (but such consent shall not be unreasonably withheld). An indemnifying
         party who is not entitled to, or elects not to, assume the defense of a
         claim shall not be obligated to pay the fees and expenses of more than
         one counsel for all parties indemnified by such indemnifying party with
         respect to such claim.

XII.     MISCELLANEOUS

         Except as provided herein, this Option Agreement may not be amended or
otherwise modified unless evidenced in writing and signed by the Company and the
Optionee.

         All notices under this Option Agreement shall, unless otherwise
provided herein, be mailed or delivered by hand to the parties at their
respective addresses set forth beneath their names below or at such other
address as may be designated in writing by either of the parties to the other.

         This Option Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflicts of laws
provisions.

         This Option Agreement shall be binding upon and inure to the heirs,
successors and assigns of the Optionee (subject, however, to the limitations set
forth herein with respect to assignment of the Option or rights therein) and the
Company.

Date:    March 6, 2000              QUESTRON TECHNOLOGY, INC.




                                    ____________________________________________
                                    By:     Dominic A. Polimeni
                                    Title:  Chairman and Chief Executive Officer
                                    Address:   6400 Congress Avenue
                                               Suite 2000
                                               Boca Raton, Florida 33487



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                                    OPTIONEE



                                    _____________________________________
                                    Malcolm Tallmon
                                    Address: c/o Fortune Industries, Inc.
                                             3408 South Jones
                                             Fort Worth, Texas 76110



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                               NOTICE OF EXERCISE
                            Questron Technology, Inc.

                        Date of Exercise: _______________

Ladies and Gentlemen:

         This constitutes notice under the nonstatutory stock option dated March
6, 2000 (the "Option") that I elect to purchase the number of shares for the
price set forth below.

         Number of shares as
         to which option is exercised:      37,500

         Certificate to be
         issued in name of:         MALCOLM TALLMON

         Total exercise price: $135,937.50

         Cash payment delivered
         herewith: $28,776.44

         Additional consideration delivered herewith:  The Release below below

         Value of Release $107,161.06

         RELEASE

         In payment of $107,161.06 of the exercise price of the Option, I hereby
         waive, release, cancel, discharge and relinquish any and all
         obligations, judgments, liens, claims, debts, demands, causes of
         action, rights and interests (whether known or unknown, choate or
         inchoate), that are now owned, claimed or held or which may hereafter
         be owned, claimed or held by the undersigned against Questron
         Technology, Inc., including any and all payment obligations, as a
         result of, in connection with, or otherwise relating to the Stock
         Purchase Agreement by and among Questron Technology, Inc., Fortune
         Industries, Inc. and the stockholders of Fortune Industries, Inc.,
         dated as of June 12, 1998, as amended, and all such payment obligations
         are hereby fully and finally paid and satisified.



                                                 ___________________________
                                                 MALCOLM TALLMON




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