Gulfstream Financial Group Inc, et al. – ‘SC 13D/A’ on 12/11/01 re: Questron Technology Inc – EX-10

On:  Tuesday, 12/11/01   ·   Accession #:  950144-1-509937   ·   File #:  5-36323

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Questron Technology/ Gulfstream Financial SC 13D/A    18     86K 
 2: EX-10       Shareholders Agreement                                 1      7K 
 3: EX-12       Stock Option Agreement/ Dominic A. Polimeni            4     23K 
 4: EX-13       Stock Option Agreement/ Dominic A. Polimeni            3     16K 
 5: EX-14       Stock Option Agreement/ Robert V. Gubitosi             3     16K 
 6: EX-15       Stock Option Agreement/ Dominic A. Polimeni            3     16K 
 7: EX-16       Stock Option Agreement/ Robert V. Gubitosi             3     16K 

EX-10   —   Shareholders Agreement

EX-10
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                                                                      EXHIBIT 10

 SHAREHOLDER'S AGREEMENT

      This Shareholder's Agreement, dated as of March 29, 1999, is between
Joan R. Gubitosi ("Gubitosi"), a 50% shareholder of Gulfstream Financial Group, 
Inc., a Florida corporation ("Gulfstream"), and Dominic A. Polimeni, a 50%      
shareholder of Gulfstream ("Polimeni").                                         

    WHEREAS, Polimeni in his capacity as Chairman, President and Chief
Executive Officer of Questron Technology, Inc. ("Questron") has been awarded    
options to purchase 1,100,000 shares of Questron's common stock at a price of   
$4.50 per share, which options have a 10 year life.                             

       WHEREAS, Polimeni was appointed to his position at Questron by virtue
of his role and capacity at Gulfstream.                                         

NOW, THEREFORE, Gubitosi and Polimeni agree as follows:       

 1.       Polimeni conveys and Gubitosi accepts a 50% beneficial
                  ownership interest in the options to purchase Qustron's common
stock referred to above;                    

         2.       Gubitosi and Polimeni shall each be responsible for 50% of the
                  tax consequence associated with the exercise of the options to
          purchase Qustron's common stock referred to above; and

   3.       Gubitosi agrees to indemnify Polimeni for Gubitosi's 50%
                portion of the tax consequences associated with the exercise
                 of the options to purchase Qustron's common stock referred to
above.                                      

         IN WITNESS WHEREOF, Gubitosi and Polimeni have signed this agreement as
of the date and year first above written.                                       

/s/ Dominic A. Polimeni                 /s/ Joan R. Gubitosi  
         --------------------------------        -------------------------------
Dominic A. Polimeni,                    Joan R. Gubitosi,     
Shareholder                             Shareholder           

Dates Referenced Herein

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		12/11/01		None on these Dates
		3/29/99
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