THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD OR OFFERED FOR SALE
IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER
SAID ACT AND ANY APPLICABLE  STATE  SECURITIES  LAWS OR THE  AVAILABILITY  OF AN
EXEMPTION FROM  REGISTRATION  UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.


                           STOCK SUBSCRIPTION WARRANT

                  To Purchase 25,000 Shares of Common Stock of

                 Computer Power, Inc., a New Jersey Corporation
                                 (the "Company")

                     DATE OF INITIAL ISSUANCE: June 28, 1996


         THIS  CERTIFIES  THAT,  for value  received,  Albert Roth or registered
assigns  (hereinafter  called the  "Holder")  is entitled  to purchase  from the
Company  during the Term of this Warrant at the times  provided for herein,  the
number of shares of Common Stock,  par value $.01 per share, of the Company (the
"Common  Stock") as  specified  herein,  at the  Warrant  Price (as  hereinafter
defined), payable in the manner specified herein. The conversion of this Warrant
shall  be  subject  to  the  provisions,  limitations  and  restrictions  herein
contained.

         SECTION 1.  Definitions.

         Common Stock - shall mean and include the Company's  authorized  Common
Stock,  par value $.01 per share,  as constituted at the date hereof,  and shall
also include any capital stock of any class of the Company hereafter  authorized
which has the right to participate in the distribution of earnings and assets of
the Company without limit to amount or percentage.

         Securities Act - the Securities Act of 1933, as amended,  and the rules
and regulations promulgated thereunder.

                                       1
<PAGE>

         Term of this Warrant - shall mean the period  beginning on July 1, 1998
and ending on July 1, 2001

         Warrant Price - is defined in Section 2.1 hereof.

         Warrant Rights - the rights of the Holder to purchase  shares of Common
Stock upon  conversion of this Warrant,  which rights shall not relate to shares
of Common Stock already purchased pursuant to this Warrant.

         Warrant Shares - shares of Common Stock purchased or purchasable by the
Holder of this Warrant upon the conversion hereof.

         SECTION 2.  Conversion of Warrant.

         2.1.  Right to  Exercise  Warrant.  At any  time and from  time to time
during  the term of this  Warrant,  the  Holder  hereof  shall have the right to
convert this Warrant, in whole or part(s) to purchase up to the number of shares
of Common Stock set forth on the cover page  hereof,  subject to  adjustment  as
provided in Section 5.

         The Warrant  Price shall be $1.00 per share  subject to  adjustment  as
provided  in Section 5 and shall be paid either in cash or by  presentation  for
surrender,  cancellation  and  redemption  of a  principal  amount  and  accrued
interest of a Note of the Company dated the date hereof,  equal to the aggregate
Warrant Price, or as set forth below.

         2.2.  Procedure  for Cashless  Conversion  of Warrant.  The  registered
holder  hereof shall  convert this Warrant by the  surrender of this Warrant and
the Notice of Conversion form attached hereto duly executed at the office of the
Company at 124 West Main Street,  High  Bridge,  New Jersey 08829 (or such other
office or agency of the Company as it may  designate by notice in writing to the
registered holder hereof at the address of such holder appearing on the books of
the Company),  into shares of Warrant Shares as provided in this Section 2. Upon
exercise  of this  conversion  right,  the holder  hereof  shall be  entitled to
receive  that  number of shares of  Warrant  Stock of the  Company  equal to the
quotient obtained by dividing [(A-B)(X)] by (A), where:

                                       2
<PAGE>

         A =      the Fair  Market  Value (as  defined  below) of one share of
                  Warrant Shares on the date of conversion of this Warrant.

         B =      the  Warrant  Price  for one share of  Warrant  Shares  under
                  this Warrant.

         X =      the number of shares of Warrant  Shares as to which this
                  Warrant is being converted.

         If the above calculation  results in a negative number,  then no shares
of Warrant Shares shall be issued or issuable upon conversion of this Warrant.


         "Fair Market Value" of a share of Warrant Shares shall mean:

          a)   if the conversion  right is being  exercised after the occurrence
               of an initial  public  offering  of common  stock of the  Company
               ("Common Stock") in connection with which the Warrant Shares were
               converted  into Common  Stock in  accordance  with the  Company's
               Restated  Articles of Incorporation (as amended and restated from
               time to  time  and  including  all  designations  of  rights  and
               preferences of preferred stock,  the "Articles"),  the price of a
               share of Common Stock as reported by the NASDAQ  National  Market
               System (or  equivalent  recognized  source of  quotations) on the
               basis of the last  reported  sale  price  or, if there is no such
               reported sale on the date of  conversion of this Warrant,  on the
               basis of the  average of closing bid and asked  quotations  as so
               reported; or

          b)   in all other cases, the fair value as determined in good faith by
               the Company's Board of Directors.

                                       3
<PAGE>

         Upon  conversion of this Warrant in accordance with this Section 2, the
registered  holder  hereof  shall be entitled to receive a  certificate  for the
number of shares of Warrant Shares determined in accordance with the foregoing.

         2.3.   Transfer  and  Restriction   Legend.   This  Warrant  is  freely
transferable by the Holder,  except as transferability may be limited by federal
and state  securities  laws. Each  certificate for Warrant Shares shall bear the
following legend (and any additional legend required by (i) any applicable state
securities laws and (ii) any securities  exchange upon which such Warrant Shares
may, at the time of such exercise,  be listed) on the face thereof unless at the
time of exercise such Warrant  Shares shall be registered  under the  Securities
Act:

                  "THESE   SECURITIES  HAVE  NOT  BEEN   REGISTERED   UNDER  THE
                  SECURITIES  ACT OF 1933, AS AMENDED,  OR ANY STATE  SECURITIES
                  LAWS.  THEY MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE
                  OF AN EFFECTIVE  REGISTRATION  STATEMENT AS TO THE  SECURITIES
                  UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THE
                  AVAILABILITY OF AN EXEMPTION FROM REGISTRATION  UNDER SAID ACT
                  AND ANY APPLICABLE STATE SECURITIES LAWS."

Any  certificate  issued  at any  time  in  exchange  or  substitution  for  any
certificate bearing such legend (except a new certificate issued upon completion
of a  public  distribution  under a  registration  statement  of the  securities
represented  thereby)  shall also bear such  legend  unless,  in the  opinion of
counsel for the holder thereof  (which counsel shall be reasonably  satisfactory
to counsel for the Company) the securities  represented thereby are not, at such
time, required by law to bear such legend.

         SECTION 3.  Covenants as to Common  Stock.  The Company  covenants  and
agrees that all shares of Common  Stock that may be issued upon the  exercise of
the rights  represented  by this Warrant will,  upon issuance and receipt by the
Company of the Warrant Price, be validly issued,  fully paid and  nonassessable,
and free from all taxes,  liens and charges with  respect to the issue  thereof.
The Company  further  covenants and agrees that it will pay when due and payable
any and all federal and state taxes which may be payable in respect of the issue
of this Warrant, or any Common Stock or certificates  therefor issuable upon the
exercise of this  Warrant.  The Company  further  covenants  and agrees that the


                                       4
<PAGE>

Company will at all times have  authorized  and reserved,  free from  preemptive
rights,  a  sufficient  number  of shares of  Common  Stock to  provide  for the
exercise  of the  rights  represented  by  this  Warrant.  The  Company  further
covenants  and agrees that if any shares of capital stock to be reserved for the
purpose of the issuance of shares upon the  conversion  of this Warrant  require
registration with or approval of any governmental authority under any federal or
state law before such shares may be validly issued or delivered upon conversion,
then the Company will in good faith and as expeditiously as possible endeavor to
secure such registration or approval,  as the case may be. If and so long as the
Common  Stock  issuable  upon the  conversion  of this  Warrant is listed on any
national  securities  exchange,  the Company  will, if permitted by the rules of
such exchange,  list and keep listed on such exchange,  upon official  notice of
issuance,  all shares of such Common  Stock  issuable  upon  conversion  of this
Warrant.

         SECTION 4.  Ownership.

         4.1 Register;  Transfer or Exchange of Warrants. The Company shall keep
at its office  maintained  in High  Bridge,  New Jersey a register  in which the
Company shall provide for the  registration of Warrants and for the registration
of transfer of Warrants. The Holder of any Warrant may, at its option and either
in person or by duly authorized attorney, surrender the same for registration of
transfer or exchange at such office and,  without  expense to such Holder (other
than  transfer  taxes,  if any),  receive in exchange  therefor a new Warrant or
Warrants,  dated as of the date to which transfer is  effectuated,  for the same
aggregate  amount  of shares as the  Warrant  or  Warrants  so  surrendered  for
transfer  or  exchange  and  each  registered  in such  name or  names as may be
designated  by such Holder.  Every Warrant so made and delivered in exchange for
any  Warrant  shall in all other  respects be in the same form and have the same
terms as the Warrant so surrendered for transfer or exchange.

                                       5
<PAGE>

         4.2.  Ownership  of This  Warrant.  The  Company may deem and treat the
person in whose name this Warrant is  registered  as the holder and owner hereof
(notwithstanding  any  notations of  ownership or writing  hereon made by anyone
other than the Company) for all purposes and shall not be affected by any notice
to the contrary until  presentation of this Warrant for registration of transfer
as provided in this Section 4.

         4.3.  Transfer and  Replacement.  This Warrant and all rights hereunder
are subject to applicable  federal and state  securities  laws,  transferable in
whole or in part upon the books of the Company by the Holder hereof in person or
by duly authorized attorney, and a new Warrant or Warrants, of the same tenor as
this Warrant but registered in the name of the  transferee or transferees  shall
be made and  delivered  by the  Company  upon  surrender  of this  Warrant  duly
endorsed.  Upon receipt by the Company of evidence reasonably satisfactory to it
of the loss,  theft or destruction,  and, in such case, of indemnity or security
reasonably  satisfactory to it, and upon surrender of this Warrant if mutilated,
the Company  will make and deliver a new Warrant of like tenor,  in lieu of this
Warrant;  provided that if the Holder hereof is an instrumentality of a state or
local  government  or  an  institutional   holder  or  a  nominee  for  such  an
instrumentality or institutional  holder, an irrevocable  agreement of indemnity
by such Holder  shall be  sufficient  for all purposes of this Section 4, and no
evidence of loss or theft or destruction shall be necessary.  This Warrant shall
be promptly canceled by the Company upon the surrender hereof in connection with
any transfer or replacement.  Except as otherwise provided above, in the case of
the loss, theft or destruction of a Warrant, the Company shall pay all expenses,
taxes and other charges  payable in connection  with any transfer or replacement
of this Warrant,  other than stock transfer taxes (if any) payable in connection
with a transfer of this Warrant, which shall be payable by the Holder.

         SECTION 5.  Adjustment  of Warrant Price and Number of Shares of Common
Stock or Warrants.

                  (a) In case the  Company  shall (i) pay a  dividend  or make a
distribution  in shares of its capital stock (whether  shares of Common Stock or
of capital stock of any other class) or distribute  evidences of indebtedness or
assets, (ii) sub-divide its outstanding shares of Common Stock (iii) combine its
outstanding  shares of Common  Stock into a smaller  number of  shares,  or (iv)

                                       6
<PAGE>

issue by  reclassification  of its shares of Common  Stock any shares of capital
stock of the  Company,  the  conversion  privilege  and Warrant  Price in effect
immediately  prior to such  action  shall be adjusted so that the holders of any
Warrants  thereafter  surrendered  for exercise shall be entitled to receive the
number of shares of  capital  stock of the  Company  which he or she would  have
owned  immediately  following  such  action  had  such  Warrant  been  exercised
immediately  prior thereto.  An adjustment  made pursuant to this subsection (a)
shall become effective  retroactively  immediately  after the record date in the
case of a dividend or distribution and shall become effective  immediately after
the   effective   date  in  the   case   of  a   subdivision,   combination   or
reclassification.  If,  as a  result  of an  adjustment  made  pursuant  to this
subsection (a), the holder of any shares of this Warrant thereafter  surrendered
for conversion shall become entitled to receive shares of two or more classes of
capital  stock  of  the  Company,  the  Board  of  Directors  (whose  reasonable
determination shall be made in good faith) shall determine the allocation of the
adjusted  conversion  price  between or among  shares of such classes of capital
stock.

                  (b) The Company may elect,  upon any adjustment of the Warrant
Price hereunder,  to adjust the number of Warrants  outstanding,  in lieu of the
adjustment  in the  number  of  shares  of  Common  Stock  purchasable  upon the
conversion  of each  Warrant  as  hereinabove  provided,  so that  each  Warrant
outstanding  after such  adjustment  shall  represent  the right to purchase one
share of Common Stock.  Each Warrant held of record prior to such  adjustment of
the number of Warrants  shall become that number of Warrants  (calculated to the
nearest  tenth)  determined  by  multiplying  the number one by a fraction,  the
numerator  of which shall be the Warrant  Price in effect  immediately  prior to
such  adjustment  and the  denominator  of which shall be the  Warrant  Price in
effect immediately after such adjustment.

                                       7
<PAGE>

                  (c) In case of any reclassification, capital reorganization or
other  change  of  outstanding  shares  of  Common  Stock,  or in  case  of  any
consolidation or merger of the Company with or into another  corporation  (other
than  a  consolidation  or  merger  in  which  the  Company  is  the  continuing
corporation  and  which  does  not  result  in  any  reclassification,   capital
reorganization  or other change of outstanding  shares of Common  Stock),  or in
case of any sale or  conveyance  to another  corporation  of the property of the
Company  as, or  substantially  as, an entirety  (other  than a  sale/leaseback,
mortgage or other  financing  transaction),  the Company  shall cause  effective
provision  to be made so that each holder of a Warrant  then  outstanding  shall
have the right thereafter,  by converting such Warrant, to purchase the kind and
number of shares  of stock or other  securities  or  property  (including  cash)
receivable upon such  reclassification,  capital reorganization or other change,
consolidation, merger, sale or conveyance by a holder of the number of shares of
Common  Stock that might have been  purchased  upon  conversion  of such Warrant
immediately  prior to such  reclassification,  capital  reorganization  or other
change,  consolidation,  merger,  sale or conveyance.  Any such provision  shall
include  provision for adjustments that shall be as nearly  equivalent as may be
practicable to the adjustments provided for in this Section 5. The Company shall
not  effect  any  such  consolidation,   merger  or  sale  unless  prior  to  or
simultaneously  with the  consummation  thereof the successor (if other than the
Company)  resulting  from  such  consolidation  or  merger  of  the  corporation
purchasing  assets or other  appropriate  corporation or entity shall assume, by
written  instrument  executed and  delivered to the Company,  the  obligation to
deliver to the holder of each Warrant such shares of stock, securities or assets
as, in accordance with the foregoing provisions, such holders may be entitled to
purchase and the other obligations under this Warrant.  The foregoing provisions
shall similarly apply to successive  reclassification,  capital  reorganizations
and other  changes  of  outstanding  shares of  Common  Stock and to  successive
consolidations, mergers, sales or conveyances.

                  (d) After each  adjustment  of the Warrant  Price  pursuant to
this Section 5, the Company will promptly  prepare a  certificate  signed by the
President,  and by the  Treasurer or an Assistant  Treasurer or the Secretary or
any Assistant Secretary,  of the Company setting forth: (i) the Warrant Price as
so  adjusted,  (ii) the  number  of  shares of  Common  Stock  purchasable  upon
conversion of each Warrant after such adjustment, and, if the Company shall have
elected to adjust the number of  Warrants,  the number of  Warrants to which the
registered holder of each Warrant shall then be entitled.

                                       8
<PAGE>

                   (e) For  purposes  of  Section  5(a)  and  5(b)  hereof,  the
following shall also be applicable:

                           (A) The number of shares of Common Stock  outstanding
         at any given time shall include shares of Common Stock owned or held by
         or for the  account of the  Company  and the sale or  issuance  of such
         treasury  shares or the  distribution of any such treasury shares shall
         not be considered a Change of Shares for purposes of said sections.

                           (B) No  adjustment of the Warrant Price shall be made
         unless such  adjustment  would  require a decrease of a least $.0001 in
         such  price;  provided  that any  adjustments  which by  reason of this
         clause (B) are not required to be made at the time of and together with
         the next subsequent  adjustment which,  together with any adjustment(s)
         so carried  forward,  shall require an increase or decrease of at least
         $.0001 in the Warrant Price then in effect hereunder.

                  (f) If and whenever the Company  shall grant to all holders of
Common Stock,  as such,  rights or warrants to subscribe for or to purchase,  or
any options for the purchase of, Common Stock or securities  convertible into or
exchangeable  for carrying a right,  warrant or option to purchase Common Stock,
the Company shall  concurrently  therewith grant to each Registered Holder as of
the record date for such  transaction  of the  Warrants  then  outstanding,  the
rights,  warrants  or options to which each  Registered  Holder  would have been
entitled if, on the record date used to determine the  stockholders  entitled to
the rights,  warrants or options  being granted by the Company,  the  Registered
Holder were the holder of record of the number or whole  shares of Common  Stock
then issuable  upon  conversion  (assuming,  for purposes of this section 5 (f),
that  exercise of Warrants is  permissible  during  periods prior to the Warrant
Exercise Date) of his Warrants.  Such grant by the Company to the holders of the
Warrants shall be in lieu of any adjustment  which otherwise might be called for
pursuant to this Section 5.

                                       9
<PAGE>

         SECTION 6. Notice of Extraordinary Dividends. If the Board of Directors
of the Company  shall declare any dividend or other  distribution  on its Common
Stock  except  out of earned  surplus or by way of a stock  dividend  payable in
shares of its Common Stock,  the Company shall mail notice thereof to the Holder
hereof  not less than  fifteen  (15) days  prior to the  record  date  fixed for
determining  shareholders  entitled  to  participate  in such  dividend or other
distribution,  and the Holder hereof shall not  participate  in such dividend or
other  distribution  unless this Warrant may be converted,  in whole or in part,
pursuant to Section 2.1 of this Warrant,  and is converted  prior to such record
date. The provisions of this Section 6 shall not apply to distributions  made in
connection with transactions covered by Section 5.

         SECTION 7.  Fractional  Shares.  Fractional  shares shall not be issued
upon the  conversion  of this  Warrant  but in any case where the Holder  would,
except for the  provisions of this Section 7, be entitled under the terms hereof
to receive a fractional  share upon the conversion of this Warrant,  the Company
shall,  upon the  conversion  of this  Warrant,  pay a sum in cash  equal to the
excess of the value of such  fractional  share  (determined  in such  reasonable
manner  as may be  prescribed  in good  faith by the Board of  Directors  of the
Company).

         SECTION 8.  Registration Rights; Etc.

         8.1.  Certain  Definitions.  As used in this  Section 8, the  following
terms shall have the following respective meanings:

         "Commission"  shall mean the Securities and Exchange  Commission or any
other federal agency at the time administering the Securities Act.

         "Registrable  Securities" shall mean this Warrant or the Warrant Shares
issued or issuable upon conversion of this Warrant.

         The terms "register",  "registered" and "registration" shall refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with  the  Securities  Act  and  applicable  rules  and  regulations
thereunder, and the effectiveness of such registration statement.

         "Registration Expenses" shall mean all expenses incurred by the Company
in compliance  with Section 8.2 hereof other than Selling  Expenses,  including,
without limitation,  all registration and filing fees,  printing expenses,  fees
and  disbursements of counsel for the Company,  blue sky fees and expenses,  and
the  expense  of  any  special  audits  incident  to or  required  by  any  such
registration  (but  excluding  the  compensation  of  regular  employees  of the
Company, which shall be paid in any event by the Company).

                                       10
<PAGE>

         "Selling  Expenses" shall mean all  underwriting  discounts and selling
commissions  applicable  to the  sale of  Registrable  Securities,  all fees and
disbursements  of  counsel  for any  Holder  and any blue sky fees and  expenses
excluded from the definition of "Registration Expenses".

         "Holder"  shall  mean any  holder  of  outstanding  Warrant  Shares  or
Registrable Securities which (except for purposes of determining "Holders" under
Section 8.6 hereof) have not been sold to the public.

         "Other  Shareholders"  shall mean holders of  securities of the Company
who are entitled by contract with the Company to have  securities  included in a
registration of the Company's securities.

         8.2.  Company Registration.

         (a) Notice of Registration.  If the Company shall determine to register
any of its  securities  either for its own  account or the account of a security
holder or holders exercising their respective demand registration  rights, other
than a registration relating solely to employee benefit plans, or a registration
relating solely to a Commission Rule 145  transaction,  or a registration on any
registration form which does not permit secondary sales, the Company will:

         (i) promptly give to each Holder  written  notice  thereof (which shall
         include a list of the  jurisdictions  in which the  Company  intends to
         attempt to qualify such  securities  under the  applicable  blue sky or
         other state securities laws); and

                                       11
<PAGE>

         (ii) include in such registration (and any related  qualification under
         blue sky laws or other  compliance),  and in any underwriting  involved
         therein, all the Registrable  Securities specified in a written request
         or requests,  made by any Holder within fifteen (15) days after receipt
         of the written  notice from the Company  described in clause (i) above,
         except as set forth in Section 8.2(b) below.

         (b) Underwriting. If the registration of which the Company gives notice
is for a registered public offering involving an underwriting, the Company shall
so advise the Holders as part of the written  notice  given  pursuant to Section
8.2(a)(i).  In such event,  the right of any Holder to registration  pursuant to
Section  8.2 shall be  conditioned  upon  such  Holder's  participation  in such
underwriting  and the inclusion of such Holder's  Registrable  Securities in the
underwriting to the extent provided herein.  All Holders proposing to distribute
their  securities  through such  underwriting  shall (together with the Company,
directors and officers and the Other Shareholders  distributing their securities
through such  underwriting)  enter into an  underwriting  agreement in customary
form with the  underwriter  or  underwriters  selected for  underwriting  by the
Company.

         Notwithstanding  any  other  provision  of  this  Section  8.2,  if the
underwriter determines that marketing factors require a limitation on the number
of shares to be  underwritten,  the  underwriter  may (subject to the allocation
priority set forth below) exclude from such  registration and underwriting  some
of the Registrable  Securities  which would  otherwise be underwritten  pursuant
hereto  provided,  however,  that in no event shall the  Registrable  Securities
underwritten  pursuant  hereto  constitute less than one-third of such offering.
The Company shall so advise all holders of securities  requesting  registration,
and the number of shares of  securities  that are entitled to be included in the
registration and underwriting  shall be allocated in the following  manner.  The
number of shares that may be included in the  registration  and  underwriting on
behalf of such Holders,  directors and officers and Other  Shareholders shall be
allocated among such Holders,  directors and officers and other  Shareholders in
proportion,  as nearly as practicable,  to the respective amounts of Registrable
Securities and other  securities which they had requested to be included in such
registration at the time of filing the registration statement.

                                       12
<PAGE>

         If any Holder of  Registrable  Securities  or any officer,  director or
Other Shareholder disapproves of the terms of any such underwriting, such person
may  elect to  withdraw  therefrom  by  written  notice to the  Company  and the
underwriter.   Any  Registrable  Securities  or  other  securities  excluded  or
withdrawn from such underwriting shall be withdrawn from such registration.

         8.3 Expenses of  Registration.  The Company shall bear all Registration
Expenses  incurred  in  connection  with  any  registration,  qualification  and
compliance by the Company  pursuant to Section 8.2 hereof.  All Selling Expenses
shall be borne by the holders of the  securities so  registered  pro rata on the
basis of the number of their shares so registered.

         8.4 Registration Procedures.  In the case of each registration effected
by the  Company  pursuant to this  Section 8, the Company  will keep each Holder
advised in  writing  as to the  initiation  of each  registration  and as to the
completion thereof. The Company will, at its expense:

         (a) keep such registration effective for a period of one hundred twenty
(120)  days or until the  Holder or  Holders  have  completed  the  distribution
described  in the  registration  statement  relating  thereto,  whichever  first
occurs;

         (b) furnish such number of prospectuses  and other  documents  incident
thereto as a Holder from time to time may reasonably request; and

         (c) use its  best  efforts  to  register  or  qualify  the  Registrable
Securities  under the securities laws or blue-sky laws of such  jurisdictions as
any  Holder  may  request;  provided,  however,  that the  Company  shall not be
obligated to register or qualify such  Registrable  Securities in any particular
jurisdiction in which the Company would be required to execute a general consent
to service of process in order to effect  such  registration,  qualification  or
compliance unless the Company is already subject to service in such jurisdiction
and except as may be  required  by the  Securities  Act or  applicable  rules or
regulations thereunder.

                                       13
<PAGE>

         8.5 Indemnification.

         (a) The Company,  with respect to each registration,  qualification and
compliance effected pursuant to this Section 8, will indemnify and hold harmless
each  Holder,  each of its  officers,  directors  and  partners,  and each party
controlling  such  Holder,  and each  underwriter,  if any,  and each  party who
controls any underwriter,  against all claims,  losses,  damages and liabilities
(or actions in respect  thereof) arising out of or based on any untrue statement
(or alleged untrue  statement) of a material fact  contained in any  prospectus,
offering  circular  or  other  document  (including  any  related   registration
statement,  notification  or  the  like)  incident  to  any  such  registration,
qualification or compliance,  or based on any omission (or alleged  omission) to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not  misleading,  or any violation by the Company of the
Securities  Act or any rule or regulation  thereunder  applicable to the Company
and relating to action or inaction  required of the Company in  connection  with
any such registration, qualification or compliance, and will reimburse each such
Holder, each of its officers, directors and partners, and each party controlling
such  Holder,  each  such  underwriter  and each  party  who  controls  any such
underwriter,  for any legal and any other expenses  incurred in connection  with
investigating or defending any such claim,  loss,  damage,  liability or action,
provided that the Company will not be liable in any such case to the extent that
any such claim, loss, damage,  liability or expense arises out of or is based on
any untrue statement or omission based solely upon written information furnished
to the Company by such Holder or underwriter,  as the case may be, and stated to
be specifically for use therein.

         (b) Each Holder and Other Shareholder  will, if Registrable  Securities
held  by  such  person  are  included  in  the   securities  as  to  which  such
registration,  qualification or compliance is being effected, indemnify and hold
harmless the Company,  each of its directors and officers and each  underwriter,
if any, of the Company's  securities  covered by such a registration  statement,
each party who controls the Company or such underwriter,  each other such Holder

                                       14
<PAGE>


and Other  Shareholder  and each of their  respective  officers,  directors  and
partners,  and each party controlling such Holder or Other Shareholder,  against
all claims,  losses,  damages and  liabilities  (or actions in respect  thereof)
arising out of or based on any untrue statement (or alleged untrue statement) of
a  material  fact  contained  in any such  registration  statement,  prospectus,
offering  circular or other document,  or any omission (or alleged  omission) to
state therein a material fact required to be stated therein or necessary to make
the statements  therein not misleading,  and will reimburse the Company and such
Holders,   Other   Shareholders,   directors,   officers,   partners,   parties,
underwriters or control  persons for any legal or any other expenses  reasonably
incurred in connection  with  investigating  or defending any such claim,  loss,
damage, liability or action, in each case to the extent, but only to the extent,
that such untrue statement (or alleged untrue statement) or omission (or alleged
omission) is made in such registration statement,  prospectus, offering circular
or other  document  solely  in  reliance  upon and in  conformity  with  written
information  furnished  to the Company by such Holder or Other  Shareholder  and
stated  to  be  specifically  for  use  therein;  provided,  however,  that  the
obligations of such Holders and Other Shareholders hereunder shall be limited to
an amount  equal to the  proceeds  to each such Holder or Other  Shareholder  of
securities sold as contemplated herein.

         (c) Each party entitled to indemnification  under this Section 8.5 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall conduct the defense of such claim or any litigation  resulting
therefrom,  shall be approved by the Indemnified Party (whose approval shall not
unreasonably  be withheld),  and the  Indemnified  Party may participate in such
defense at such party's expense  (unless the  Indemnified  Party shall have been
advised by counsel  that actual or  potential  differing  interests  or defenses


                                       15
<PAGE>

exist or may exist between the Indemnifying  Party and the Indemnified Party, in
which case such expense shall be paid by the Indemnifying  Party),  and provided
further  that the  failure of any  Indemnified  Party to give notice as provided
herein shall not relieve the  Indemnifying  Party of its obligations  under this
Section  8.  No  Indemnifying  Party,  in the  defense  of  any  such  claim  or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Party of a release  from all  liability in respect to such claim or
litigation.

         8.6 Information by Holder. Each Holder of Registrable  Securities,  and
each Other Shareholder  holding securities  included in any registration,  shall
furnish  to  the  Company  such  information  regarding  such  Holder  or  Other
Shareholder  as the  Company may  reasonably  request in writing and as shall be
reasonably  required  in  connection  with any  registration,  qualification  or
compliance referred to in this Section 8.

         8.7 Rule 144 Reporting. With a view to making available the benefits of
certain rules and regulations of the Commission which may permit the sale of the
Registrable  Securities to the public without  registration,  the Company agrees
to:

         (a) Make and keep  public  information  available,  as those  terms are
understood and defined in Rule 144 under the  Securities  Act, at all times from
and  after  ninety  (90)  days   following  the  effective  date  of  the  first
registration  under the  Securities  Act filed by the Company for an offering of
its securities to the general public;

         (b) Use its best efforts to file with the Commission in a timely manner
all reports and other documents required of the Company under the Securities Act
and the  Securities  Exchange Act of 1934, as amended,  at any time after it has
become subject to such reporting requirements; and

                                       16
<PAGE>

         (c) So long as the Holder owns any Registrable  Securities,  furnish to
the Holder  forthwith upon request a written  statement by the Company as to its
compliance  with the  reporting  requirements  of Rule 144 (at any time from and
after ninety (90) days  following the effective  date of the first  registration
statement  in  connection  with an  offering  of its  Securities  to the general
public),  and of the Securities Act and the Securities  Exchange Act of 1934, as
amended   (at  any  time  after  it  has  become   subject  to  such   reporting
requirements),  a copy of the most  recent  annual  or  quarterly  report of the
Company,  and such  other  reports  and  documents  so filed as the  Holder  may
reasonably  request  in  availing  itself  of  any  rule  or  regulation  of the
Commission allowing the Holder to sell any such securities without registration.

         SECTION 9. Notices.  Any notice or other document required or permitted
to be given or delivered  to the Holder or the Company  shall be effected on the
seventh day following delivery to the United States Post Office,  proper postage
prepaid,  sent by certified or registered mail return receipt  requested,  or on
the day  delivered by hand and  receipted,  or on the second  business day after
delivery to a recognized  overnight courier service,  addressed to the Holder at
the  address  thereof  specified  in the records of the Company or to such other
address as shall have been  furnished to the Company in writing by the Holder or
the Company at 124 West Main Street,  High  Bridge,  New Jersey 08829 or to such
other  address  as shall  have been  furnished  in  writing to the Holder by the
Company.

         SECTION 10. No Rights as  Stockholder;  Limitation of  Liability.  This
Warrant  shall not entitle the Holder to any of the rights of a  shareholder  of
the Company.  No provision hereof,  in the absence of affirmative  action by the
Holder to purchase shares of Common Stock, and no mere enumeration herein of the
rights or  privileges  of the Holder,  shall give rise to any  liability  of the
Holder for the Warrant  Price  hereunder  or as a  shareholder  of the  Company,
whether  such  liability  is  asserted  by the  Company or by  creditors  of the
Company.

                                       17
<PAGE>

         SECTION 11. Law  Governing.  This  Warrant  shall be  governed  by, and
construed and enforced in accordance with, the laws of the State of New Jersey.

         SECTION 12. Miscellaneous. This Warrant and any provision hereof may be
changed,  waived,  discharged  or  terminated  only by an  instrument in writing
signed by the party (or any  predecessor  in  interest  thereof)  against  which
enforcement of the same is sought. The headings in this Warrant are for purposes
of reference only and shall not affect the meaning or construction of any of the
provisions hereof.

         IN WITNESS WHEREOF, the Company has caused this Warrant to be signed by
its duly authorized officer this day of June 1996.

                                         COMPUTER POWER, INC.



                                         By:---------------------------
                                            President


                                       18
<PAGE>



                           [FORM NOTICE OF CONVERSION]

                   To be executed by the registered holder if
                   such holder desires to convert the Warrant


To------------:

         The  undersigned  hereby  irrevocably  elects to convert the Warrant to
purchase  -------  shares of Common Stock  issuable upon the  conversion of such
Warrant and requests that Certificate for such shares be issued in the name of:

--------------------------------------------------------------------------------
                         (Please print name and address)

--------------------------------------------------------------------------------
           (Please insert social security or other identifying number)

--------------------------------------------------------------------------------
                   (Please insert number of shares exercised)

--------------------------------------------------------------------------------
                        Please insert Warrant Price Paid



If such  number  of  Warrant  shall  not be all  the  Warrant  evidenced  by the
accompanying  Warrant,  a new Warrant for the balance  remaining of such Warrant
shall be registered in the name of and delivered to:


--------------------------------------------------------------------------------
                         (Please print name and address)

                                       19
<PAGE>

--------------------------------------------------------------------------------
          (Please insert social security or other identifying number)



Dated:----------------, ----.


                                    [HOLDER]



                                    By---------------------------