EMPLOYMENT AGREEMENT

                     AGREEMENT   dated   March  29,   1999,   between   Questron
           Technology,  Inc.,  a  Delaware  corporation  (referred  to herein as
           "Employer" or "Questron"), and Dominic A. Polimeni ("Executive").

                               W I T N E S S E T H

                     WHEREAS,  the  Employer  desires to retain the  services of
           Executive and  Executive  desires to be employed by Employer upon the
           terms and conditions hereinafter set forth; and

                     WHEREAS,   Employer  and  Executive  have  each  discussed,
           considered and approved of the material terms of employment set forth
           herein and each has been operating pursuant to such agreed upon terms
           since July 1, 1998.

                     NOW,  THEREFORE,  in  consideration of the premises and the
           mutual  undertakings and agreements  contained  herein,  Employer and
           Executive agree as follows:

                     1.  EMPLOYMENT.  Employer  hereby  employs  Executive,  and
           Executive  hereby  agrees to serve as Chairman,  President  and Chief
           Executive  Officer of  Employer,  or in such other  senior  executive
           positions as shall be assigned to Executive  by  Employer's  board of
           directors with Executive's  consent during the Term of Employment (as
           hereinafter  defined).  Executive  further  agrees  to use  his  best
           efforts to promote the  interests  of Employer  and to devote all his
           business  time and  energies to the  business and affairs of Employer
           during the Term of Employment. 

                     2. TERM OF EMPLOYMENT.  Unless earlier terminated  pursuant
           to Paragraph 7 hereof, the employment  hereunder shall commence as of
           July  1,  1998  and  shall  end  on  June  30,  2003  (the  "Term  of
           Employment").

<PAGE>

                     3. COMPENSATION. As compensation for services hereunder and
           in  consideration  of the  covenants set forth in Paragraph 4 hereof,
           during  the Term of  Employment  Executive  shall be  compensated  as
           follows: 

                         (a) Base Salary.  Effective July 1, 1998 and during the
           Term of Employment, Employer shall pay Executive a base salary at the
           rate of Two Hundred and Fifty Thousand Dollars  ($250,000) per annum.
           Such salary shall be payable in appropriate  installments  to conform
           to the regular payroll dates for salaried personnel of Employer.  The
           base  salary  of the  Executive  shall be  reviewed  annually  by the
           Employer's board of directors or compensation  committee of the board
           who  may,  in their  sole  discretion,  approve  an  increase  to the
           Executive's base salary.

                         (b)  Stock   Options.   Employer  shall  grant  to  the
           Executive as of March 29, 1999,  options to purchase 1,100,000 shares
           of Questron's  common stock at $4.50 per share; such options shall be
           immediately  exercisable,  as to any and all  such  shares,  and will
           expire,  unless  sooner  exercised,  on March 29, 2009.  

                         (c)  Bonuses.   Employer  shall  pay  Executive  annual
           bonuses as follows (i) a discretionary  bonus of up to Fifty Thousand
           Dollars  ($50,000),  to be  determined  by the board of  directors or
           compensation  committee  of the board in their sole  discretion;  and
           (ii) an  additional  bonus  of up to  $50,000  based  upon  attaining
           targeted  increases in diluted  earnings per share as mutually agreed
           upon at the  beginning of each year by the Executive and the board of
           directors  or  compensation  committee  of the board.  

                         (d) Expenses.  Employer shall provide  Executive with a
           car  allowance  of $1,300 per month.  Employer  shall also  reimburse
           Executive  for all  reasonable  out-of-pocket  expenses  incurred  in

<PAGE>

           connection  with  rendering  services  hereunder in  accordance  with
           Employer's   customary   policies,   including  without   limitation,
           reimbursement   of  travel   expenses  for   business   purposes  and
           reimbursement of Executive's cellular telephone expenses. 

                         (e) Fringe  Benefits.  Executive  shall be  eligible to
           participate  in and to  receive  benefits  under  any  pension  plan,
           profit-sharing  plan, savings plan, stock  option/savings plan, ESOP,
           life  insurance,   health  and  accident  plan  or  arrangement  made
           available  by Employer to its senior  executives  and key  management
           employees  generally,  subject to and on a basis  consistent with the
           terms,  conditions  and overall  administration  of each such plan or
           arrangement;  provided,  however,  that with  respect  to any plan or
           arrangement  under  which  participation  is at the  discretion  of a
           committee  or other  body  administering  such  plan or  arrangement,
           nothing  contained  herein shall entitle  Executive to participate in
           such plan or arrangement to be paid for by the Employer. Nothing paid
           to  Executive  under any plan or  arrangement  presently in effect or
           made  available  in the  future  shall  be  deemed  to be in  lieu of
           compensation  to Executive  hereunder,  and nothing paid to Executive
           hereunder  shall  be  deemed  to be in lieu of any  payment  to which
           Executive  may be entitled  under any such plan or  arrangement.  

                         (f) Vacation.  Executive  shall be entitled to four (4)
           weeks of paid  vacation days in each calendar year during the Term of
           Employment.  In the event that Executive is employed hereunder during
           a calendar  year for less than all of that year, he shall be entitled
           in that  year to a  number  of paid  vacation  days  which  shall  be
           prorated  in  accordance  with the  number  of days on which he is so
           employed in that year.  Executive  shall also be entitled to all paid
           holidays given by Employer to its senior  executive  officers  during
           the Term of  Employment.  
<PAGE>

                     4.   COVENANT  NOT  TO  COMPETE;   INTELLECTUAL   PROPERTY;
           CONFIDENTIALITY.  

                         (a)  Covenant  Not To Compete.  Executive  acknowledges
           that in consideration  of the Employer  entering into this Agreement,
           Executive is simultaneously  executing and delivering to Employer the
           attached  letter  (the  "Restrictive   Letter")   containing  certain
           covenants  relating  to his  conduct  during  and  after  the Term of
           Employment. Notwithstanding the provisions of the Restrictive Letter,
           during the Term of  Employment  Executive  will not manage,  operate,
           control,  be employed by or participate in the ownership,  management
           operation  or control of, or be  connected  in any manner  with,  any
           business of the type and character  engaged in and  competitive  with
           that to be conducted by Employer. The decision of Employer's Board of
           Directors as to what constitutes a competing  business shall be final
           and binding upon Executive.  For these purposes,  Executive's service
           as a  director  of or his  ownership  of 1% or less of any  class  of
           securities  of a  public  company  shall  not  be  considered  to  be
           competition  with  Employer.  

                         (b)  Intellectual  Property.  Executive agrees that all
           ideas, sketches, designs, prototypes,  samples, patterns, and related
           work  product  developed by him during the Term of  Employment  which
           relate  directly or  indirectly to the business of Employer or any of
           its  subsidiaries  or affiliates  are  work-for-hire  and will be the
           property  of Employer  and that he will,  at  Employer's  request and
           cost,  do  whatever  is  reasonably  necessary  to secure  the rights
           thereto to Employer.

                         (c)  Confidentiality.  Except as required pursuant to a
           court  order or  applicable  law,  Executive  agrees that he will not
           divulge to anyone  (other than  Employer  or any persons  employed or
           designated  by Employer)  any  knowledge or  information  of any type
<PAGE>

           whatsoever  of a  confidential  nature  relating  to the  business of
           Employer or any of its subsidiaries or affiliates, including, without
           limitation,  all types of trade secrets. Executive further agrees not
           to disclose, publish or make use of any such knowledge or information
           of a  confidential  nature  without  the  prior  written  consent  of
           Employer. 

                     5. BREACH BY EXECUTIVE.  Both parties hereto recognize that
           the services to be rendered  under this  Agreement  by Executive  are
           special, unique and extraordinary in character, and that in the event
           of the  breach  by  Executive  of the terms  and  conditions  of this
           Agreement or the  Restrictive  Letter to be  performed  by him,  then
           Employer  shall  be  entitled,  if it so  elects,  to  institute  and
           prosecute proceedings in any court of competent jurisdiction,  either
           in law or in  equity,  to  obtain  damages  for  any  breach  of this
           Agreement or of the  Restrictive  Letter,  or to enforce the specific
           performance  thereof  by  Executive,  or  to  enjoin  Executive  from
           performing  services  for  another  person,  firm or  corporation  in
           violation of this Agreement or the Restrictive  Letter. If any of the
           restrictive   covenants  set  forth  in  this  Agreement  or  in  the
           Restrictive  Letter  are  held  to be  unenforceable  because  of the
           duration or scope of any such covenant, the parties hereto agree that
           the  duration  or scope of such  provision  shall be  reduced  to the
           maximum scope  permitted by law,  and, in its reduced form,  shall be
           enforceable. 

                     6.  INDEMNIFICATION.  The Employer  agrees to indemnify the
           Executive to the fullest extent permitted by Delaware law for any and
           all  liabilities  to  which  he may be  subject  as a  result  of his
           employment  hereunder  (and as a result of his services as an officer
           or director of the  Employer,  or as an officer or director of any of
           its  subsidiaries or  affiliates),  as well as the costs of any legal
           action  brought  
<PAGE>

           or  threatened  against  him as a result of such  employment,  to the
           fullest extent permitted by law.

                     7.  TERMINATION.  

                         (a) General.  The  employment  of  Executive  hereunder
           shall  terminate  as provided in Paragraph 2 hereof and may be sooner
           terminated in accordance with the provisions of this Paragraph 7. 

                         (b) Death or Disability of Executive. The employment of
           Executive  hereunder shall terminate upon (i) the death of Executive;
           and (ii) at the option of  Employer,  upon not less than  thirty (30)
           days' prior written notice to Executive or his legal  representative,
           in the event that  Executive  becomes  disabled.  Executive  shall be
           deemed to be disabled  if by reason of physical or mental  incapacity
           or disability,  he is unable to render the services to be rendered by
           him pursuant to this Agreement for a continuous period of ninety (90)
           successive days or for shorter periods aggregating one hundred twenty
           (120) days or more  during any twelve  (12)  successive  months  (the
           advice of a reputable  physician mutually  acceptable to Employer and
           Executive as to the existence of any such incapacity or disability to
           be final and binding upon the parties).  

                         (c)  Termination  for  Cause.  The  employment  of  the
           Executive  under  this  Agreement  shall  terminate  for  cause  upon
           delivery  to the  Executive  of notice in writing  from  Employer  of
           termination of the Executive's employment for cause. Cause shall mean
           (i) any  willful  or grossly  negligent  act or failure to act by the
           Executive  that  causes  material  harm to  Employer;  any  fraud  by
           Executive  upon the Employer;  the conviction by the Executive or the
           plea of nolo contendere by the Executive, with respect to any felony;
           (ii) the  Executive's  habitual  absenteeism,  chronic  alcoholism or
           other form of 


<PAGE>

           chemical addiction;  or (iii) any material breach by the Executive of
           the Executive's obligations under this Agreement which remain uncured
           thirty  (30) days  after  receipt  of notice  from  Employer  of such
           breach.

                         (d) Effect of  Termination  on Salary and Benefits.  If
           Executive's  employment is terminated  under this Paragraph 7(a), (b)
           or (c) hereof, Employer shall have no further obligation to Executive
           hereunder  other than as  provided by this  subparagraph  (d) but the
           restrictions on the Executive's  activities  contained in Paragraph 4
           and the obligations of Executive  contained in the Restrictive Letter
           shall continue in effect as provided  therein.  In the event that the
           Executive's employment hereunder is terminated by Employer other than
           pursuant to Paragraph  7(a),  (b) or (c) hereof,  prior to the end of
           the Term of  Employment,  then  Employer  shall be  obligated  to pay
           Executive all salary and benefits  (excluding  any unpaid bonuses for
           this  purpose) in  installments  through the remainder of the Term of
           Employment;  provided,  however,  if  Executive  is in  breach of the
           Restrictive  Letter at any time,  the Employer  shall have no further
           obligation  to  pay  salary  to   Executive.   For  purposes  of  the
           immediately  preceding  sentence,  Executive  will also be treated as
           having been  terminated by Employer  other than pursuant to Paragraph
           7(a),  (b) or (c) hereof if,  after a Change in Control of  Employer,
           (as that term is defined in  Paragraph  7(e),  occurs,  Executive  is
           assigned duties materially inconsistent with Executive's positions as
           described  in  Paragraph  1  hereof  or  there  is  any   significant
           diminution in Executive's duties or  responsibilities,  other than in
           connection with the  termination of Executive's  employment for Cause
           or  disability.   In  the  event  of  a  termination  of  Executive's
           employment  for any reason  other than  termination  by Employer  for
           Cause,  as set forth in this  Paragraph  7,  whether  before or after
           termination  


<PAGE>

           of employment,  Executive's  entitlement to salary and benefits shall
           cease as of the effective date of termination  and Executive shall be
           entitled to all salary and benefits  (excluding  any unpaid  bonuses)
           accrued but unpaid as of the date of termination.

                         (e) Change in Control.  For purposes of this Agreement,
           the term "Change of Control"  shall mean the occurrence of any of the
           following  events:  (i) any "person" as such term is used in Sections
           13(d) and 14(d) of the  Securities  Exchange of 1934, as amended (the
           "Exchange  Act"),  other  than a trustee or other  fiduciary  holding
           securities  under  an  employee  benefit  plan  of  Employer  or  any
           subsidiary  or  affiliate  of Employer or any  stockholder  (and such
           stockholder's   affiliates)   as  of  the  date   hereof  and  direct
           transferees thereof,  becomes, after the date hereof, the "beneficial
           owner" (as defined in Rule 13d-3 of the  Exchange  Act),  directly or
           indirectly,  of the securities of Employer representing 50.1% or more
           of the total voting power  represented by Employer's then outstanding
           securities that vote generally in the election of directors  ("Voting
           Securities")  (excluding any current  stockholder of Employer  owning
           15% or more of such Voting  Securities on the date  hereof);  or (ii)
           the merger or consolidation  of Employer with any other  corporation,
           other than a merger or consolidation  in which the Voting  Securities
           of  Employer  outstanding   immediately  prior  thereto  continue  to
           represent (either by remaining outstanding or by being converted into
           Voting Securities of the surviving entity) at least a majority of the
           total  voting  power  of the  surviving  entity,  or the sale (in one
           transaction) of all or  substantially  all of the assets of Employer,
           other than to a subsidiary or affiliate of Employer.

                     8. ASSIGNMENT.  This Agreement is a personal contract,  and
           except as specifically set forth herein,  the rights and interests of
           Employer and Executive herein


<PAGE>

           may not be sold, transferred,  assigned, pledged or hypothecated. The
           rights and  obligations of Employer  hereunder  shall be binding upon
           and run in favor of the  successors  of  Employer  as a result of the
           sale,  merger or  reorganization  of Employer or  Employer's  present
           corporation,  subject to  Executive's  rights set forth in  Paragraph
           7(d).
<PAGE>

                     9. GOVERNING LAW:  CAPTIONS:  CONSENT TO JURISDICTION. 

                         (a)  This  Agreement   contains  the  entire  agreement
           between the parties hereto,  supersedes any prior agreements relating
           to the  employment of the Executive and shall be governed by the laws
           of the State of Florida.  It may not be changed  orally,  but only by
           agreement in writing signed by the party against whom  enforcement of
           any waiver,  change,  modification  or discharge  is sought.  Section
           headings  are for  convenience  of  reference  only and  shall not be
           considered a part of this  Agreement.  

                         (b)  Each  of  the  parties  hereby   irrevocably   and
           unconditionally  consent to the exclusive  jurisdiction of the courts
           of the State of Florida and the United States  District Court for the
           District of Florida for any action, suit or proceeding arising out of
           or  relating  to this  Agreement,  or the  transactions  contemplated
           hereby,  and agrees not to commence  any action,  suit or  proceeding
           related  thereto except in such courts.  Each of the parties  further
           hereby irrevocably and unconditionally  waive any objection to laying
           of venue of any lawsuit,  claim or other proceeding arising out of or
           related  to this  Agreement  in the courts of the State of Florida or
           the United States district Court for the District of Florida,  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
           Florida.  Each of the  parties  further  agree  that  service  of any
           process,  summons,  notice or document by U.S. registered mail to its
           address set forth below shall be effective service of process for any
           action,  suit or proceeding brought against it in any such court. The
           prevailing party of any action,  suit or proceeding arising out of or
           relating  to  this  Agreement   shall  be  entitled  to  receive  its
           attorney's  fees and court  costs from the other  party  hereto.
<PAGE>

                     10. NOTICES. Any notices or other  communications  required
           or permitted  hereunder shall be in writing and shall be deemed to be
           duly given if  personally  delivered,  or, if mailed (by certified or
           registered  mail,  return  receipt  requested)  or if  delivered by a
           nationally recognized-overnight mail or courier service, to the party
           at its address set forth below: If to Executive:  Dominic A. Polimeni
           6567 Newport Lake Circle Boca Raton, FL 33496

           If to Employer:

           Questron Technology, Inc.
           6400 Congress Avenue
           Suite 200A
           Boca Raton, FL  33487

           With a copy to:

           Battle Fowler LLP
           75 East 55th Street
           New York, NY  10022
           Attn: Luke P. Iovine, III, Esq.


                     11. RIGHT TO WITHHOLD/REPORT. Employer shall have the right
           to withhold from Executive's salary and other compensation  hereunder
           and  to  report  to  appropriate  federal,  state  and  local  taxing
           authorities  all  amounts   required  to  be  withheld  or  reported,
           including such amounts in respect of any compensation  deemed paid to
           Executive under federal, state and local tax laws.


<PAGE>



                     IN WITNESS  WHEREOF,  Employer  has by its duly  authorized
           officer   signed  this   Agreement  and  Executive  has  signed  this
           Agreement, as of the day and year first above written.

           EXECUTIVE                             QUESTRON TECHNOLOGY, INC.

            /s/Dominic A. Polimeni
           -----------------------------         By: /s/ Milton M. Adler
           DOMINIC A. POLIMENI                       ------------------------
                                                     Name:
                                                     Title:

















                              RESTRICTIVE COVENANT


                                 March 29, 1999


Questron Technology, Inc.
6400 Congress Avenue
Suite 200A
Boca Raton, FL 33487

Gentlemen:

           This will confirm my agreement  with Questron  Technology,  Inc. (the
"Company",  which term for  purposes  of this  letter  shall  include all of the
Company's successor, subsidiary and affiliated companies).

           1. In consideration of my employment,  I agree that while I am in the
Company's employ, and for two years thereafter (provided that the Company elects
to pay me a  consulting  and  non-competition  fee of $100,000 per year in equal
quarterly  installments in arrears,  which  Executive  cannot waive, I will not,
directly or indirectly:  (a) Persuade or attempt to persuade any customer of the
Company to cease doing  business  with the  Company,  or to reduce the amount of
business it does with the  Company;  (b)  Persuade  or attempt to  persuade  any
potential  customer to which the Company has made a sales  presentation,  not to
purchase the Company's products; (c) Solicit for myself or any person other than
the  Company  the  business  of any person or entity  which is a customer of the
Company,  or was its customer  within two years prior to the  termination  of my
employment; (d) Persuade or attempt to persuade any employees of the Company, or
any individual who was its employee during the two years prior to my termination
of  employment,  to leave the  Company's  employ,  or to become  employed by any
person other than the Company; (e) Perform any service for any person other than
the Company in connection  with the design or development of any product,  which
competes,  with a  product  of the  Company;  and (f) Work for any  other  firm,
corporation,  partnership or other entity,  which compete with the Company. 2. I
also agree that during my employment by the Company,  or at any time thereafter,
I will not disclose or use any  confidential or secret  information  relating to
the Company or any of its products,  designs,  processes or operations.  3. If I
violate any of the terms outlined  above, I agree that the Company,  in addition
to any other rights it may have, shall be entitled to injunctive relief.

                                                       Very truly yours,



                                                       Dominic A. Polimeni