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                             BY-LAWS
                                
                               OF
                                
                        QSI SYSTEMS, INC.

     
     Article  I.  OFFICES.

     The registered office of the corporation in Minnesota shall be as stated 
in the Articles of Incorporation, as from time to time amended.  The 
corporation may also have offices at such other places as the Board of 
Directors shall from time to time determine.
     
     Article II.  CORPORATE SEAL.

     The corporation shall have no corporate seal.
     
     Article III. SHAREHOLDERS MEETINGS.

     Section 1.   REGULAR  MEETINGS.  Regular meetings of the shareholders of 
the corporation for the purpose of election of directors and transaction of such
other business as may properly come before the regular meetings shall be held on
an annual or other less frequent basis at the principal executive office of the 
corporation or at such other place within or without the State of Minnesota as 
may be designated by the Board of Directors or Chief Executive Officer.  Regular
meetings of shareholders, when held, shall be held on the third Friday of July 
of each year at 11:00 a.m., or at such other time as the Board of Directors or
Chief Executive Officer may from time to time designate.  Regular meetings of 
the shareholders may also be called by the shareholders in accordance with the 
provisions of Section 302A.431, Minnesota Statutes.  Regular meetings of the 
shareholders shall also be known as annual meetings, regardless of the frequency
with which such meetings are held.

     Section  2.  SPECIAL MEETINGS.  Special meetings of the shareholders may be
called for any purpose at any time by the Chief Executive Officer, the Chief 
Financial Officer, any two (2) or more Directors, or upon the written request of
shareholders holding fifty percent (50%) or more of the voting shares of the
corporation.  In the case of a special meeting called by shareholders holding 
fifty percent (50%) or more of the voting shares of the corporation, such 
written request shall be by registered mail or personally delivered to the 
Chief Executive Officer or Chief Financial Officer and shall set forth the 
purpose or purposes of the special meeting.  The Board of Directors or the
Chief Executive Officer shall within thirty (30) days of receipt of such written
request cause a special meeting of shareholders to be called, said meeting to be
held no later than ninety (90) days after receipt of the written request.

     Section 3.  NOTICE OF SHAREHOLDER MEETINGS.  Written notice of 
shareholders' meetings, whether regular or special, shall be mailed to all 
shareholders entitled to vote at any such meeting at least ten (10) days, and 
not more than sixty (60) days, before the date of the meeting.  The written 
notice shall contain the date, time and place of the meeting and, in the case 
of a special meeting, the purpose or purposes thereof.

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     Section 4.  WAIVER OF NOTICE.  Notice of the time, place and purpose of 
any meeting of shareholders may be waived by any shareholder in writing or 
orally before, at, or after the meeting. Attendance by a shareholder at a 
meeting is a waiver of notice of that meeting, except where the shareholder 
objects at the beginning of the meeting to the transaction of business 
because the meeting is not lawfully called or convened, or objects before a 
vote on an item of business because the item may not lawfully be considered 
at that meeting and does not participate in the consideration of the item at 
that meeting.

     Section 5.  RECORD DATE.  The Board of Directors may fix in advance a 
date not more than sixty (60) days prior to the date of any meeting of 
shareholders as the record date for the determination of shareholders 
entitled to vote at the meeting.

     Section 6.  QUORUM.  The presence, in person or by proxy, of the holders 
of a majority of the outstanding shares entitled to vote thereat shall 
constitute a quorum for the transaction of business at all meetings of 
shareholders.  If, however, a quorum is not present or represented at any 
meeting of shareholders, the shareholders entitled to vote at the meeting, 
either present in person or represented by proxy, shall have the power to 
adjourn the meeting to a future date.  Provided that a quorum is present or 
represented at an adjourned meeting, any business may be transacted which 
might have been transacted at the original meeting.  If a quorum is present 
when a duly called or held meeting of shareholders is convened, the 
shareholders present may continue to transact business until adjournment, 
even though the withdrawal of a number of shareholders originally present 
leaves less than the proportion or number otherwise required for a quorum.

     Section 7.  VOTING.  A shareholder entitled to vote at a meeting of 
shareholders may vote in person or by proxy. Except as otherwise provided by 
law or the Articles of Incorporation, every shareholder shall be entitled to 
one vote for each share standing in his name on the record of shareholders of 
the corporation. Except as otherwise required by law, the Articles of 
Incorporation or shareholder control agreement, the shareholders shall take 
action by the affirmative vote of the holders of a majority of the voting 
shares present or represented at a meeting of shareholders.

     Section 8.  PROXIES.  Every appointment of a proxy must be in writing and 
must be dated and signed by the shareholder and filed with an officer of the 
corporation at or before the shareholder meeting at which the appointment is 
to be effective. No appointment of a proxy shall be valid after the 
expiration of eleven (11) months from the date of its execution, unless a 
longer period is expressly provided in the appointment.

     Section 9.  WRITTEN ACTIONS.  An action required or permitted to be taken 
at a meeting of the shareholders may be taken without a meeting by written 
action signed by all of the shareholders entitled to vote on that action. The 
written action is effective when it has been signed by all of those 
share-holders, unless a different effective time is provided in the written 
action.
  
    Article IV. DIRECTORS.

    Section 1.  DUTIES AND POWERS.  The Board of Directors shall manage and 
direct the business and affairs of the corporation.  The Directors shall in all 
cases act as a Board, and, in the transaction of business the act of majority 
present at a meeting except as otherwise provided by law or the Articles of
Incorporation shall be the act of the Board, provided a quorum is present.


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The Directors may adopt such rules and regulations for the conduct of their 
meetings and the management of the corporation as they may deem proper, not 
inconsistent with law or these By-Laws.

    Section 2.  NUMBER AND QUALIFICATIONS.  The Board of Directors shall 
consist of not less than one (1) or more than five (5) natural persons. 
Directors need not be shareholders of the corporation.

    Section 3.  TERM OF OFFICE.  Each Director shall hold office until the 
next regular meeting of the shareholders and until a successor is elected and 
has qualified, or until the earlier death, resignation, removal or 
disqualification of the Director.

    Section 4.  MEETINGS.  Subsequent to the adjournment of regular 
shareholders' meetings, the Board of Directors shall hold a regular meeting 
at the principal executive office of the corporation, or at such other time 
and place as may be designated by the Chief Executive Officer or the Board, 
for the purpose of electing the officers of the corporation and for the 
transaction of such other business as shall come before the meeting. Such 
regular meetings of the Board of Directors shall also be known as annual 
meetings. Other meetings of the Board of Directors may be held at such times 
and places as are fixed by resolution of the Board or designated by the Chief 
Executive Officer or Chief Financial Officer. No notice of the purpose of 
regular meetings of the Board shall be required, but reasonable notice of the 
time and place of such meetings must be given to all Directors.

    Section 5. SPECIAL MEETINGS.  Special meetings of the Board of Directors 
of the corporation may be called by any Director by giving three (3) days' 
notice to all Directors of the date, time, place and purpose of the meeting.

    Section 6.  PREVIOUSLY SCHEDULED MEETINGS.  If the day or date, time and 
place of a Board meeting have been provided in the By-Laws or announced at a 
previous meeting of the Board, no notice is required. Notice of an adjourned 
meeting need not be given other than by announcement at the meeting at which 
adjournment is taken.

    Section 7.  WAIVER OF NOTICE AND ASSENT TO ACTION.  Notice of any meeting 
of the Board may be waived by any Director before, at or after the meeting in 
writing or orally. Attendance by a Director at a meeting is a waiver of 
notice of that meeting, except where the Director objects at the beginning of 
the meeting to the transaction of business because the meeting is not 
lawfully called or convened and does not participate thereafter in the 
meeting.

    Section 8.  QUORUM.  The presence of a majority of the Directors shall 
constitute a quorum for the transaction of business. In the absence of a 
quorum, a majority of the Directors present may adjourn a meeting of the 
Board from time to time until a quorum is present. If a quorum is present 
when a duly called or held Board meeting is convened, the Directors present 
may continue to transact business until adjournment, even though the 
withdrawal of a number of Directors originally present leaves less than the 
proportion or number otherwise required for a quorum.

    Section 9.  ABSENT DIRECTORS.  A Director may give advance written 
consent or opposition to a proposal to be acted on at a Board meeting. If the 
Director is not present at the meeting, consent or opposition to a proposal 
does not constitute presence for purposes of determining the existence of a 
quorum, but consent or opposition shall be counted as a vote in favor of or 
against the proposal and shall be entered in the minutes or other record of 
action at the meeting, if the


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proposal acted on at the meeting is substantially the same or has 
substantially the same effect as the proposal to which the Director has 
consented or objected.

    Section 10.  VOTING.  At all meetings of the Board of Directors each 
Director shall have one (1) vote irrespective of the number of shares that he 
may hold. The Board of Directors shall take action by the affirmative vote of 
a majority of Directors present at a duly held meeting or voting pursuant to 
Article IV, Section 9 of the By-Laws, except where the affirmative vote of a 
larger proportion or number is required by law or the Articles of 
Incorporation.

    Section 11.  COMPENSATION.  The compensation of Directors shall be as 
fixed from time to time by the Board of Directors.

    Section 12.  VACANCIES.  Vacancies on the Board of Directors resulting 
from the death, resignation, removal, or disqualification of a Director may 
be filled by the affirmative vote of a majority of the remaining Directors, 
even though less than a quorum. Vacancies on the Board of Directors resulting 
from newly created directorships may be filled by the affirmative vote of a 
majority of the Directors serving at the time of the increase.

    Section 13.  REMOVAL OF DIRECTORS.  Directors may be removed as provided 
in Minnesota Statutes, Section 302A.223.

    Section 14.  RESIGNATION.  A Director may resign at any time by giving 
written notice to the corporation. The resignation is effective without 
acceptance when the notice is given to the corporation, unless a later 
effective time is specified in the notice.

    Section 15.  ELECTRONIC COMMUNICATIONS.  A conference among Directors by 
any means of communication through which the Directors may simultaneously 
hear each other during the conference constitutes a Board meeting, if the 
same notice is given of the conference as would be required under these 
By-Laws for a Board meeting, and if the number of Directors participating in 
the conference would be sufficient to constitute a quorum at a meeting. A 
Director may participate in a Board meeting at which he is not personally 
present by any means of communication through which the Director, other 
Directors so participating, and all Directors physically present at the 
meeting may simultaneously hear each other during the meeting. Participation 
in a Board meeting by either of the foregoing means constitutes presence in 
person at the meeting.

    Section 16.  WRITTEN ACTIONS.  Any action required or permitted to be 
taken at a Board meeting may be taken by a written action signed 
collectively, or individually in counter parts, by all Directors. Any such 
written action shall be effective when signed by the required number of 
Directors indicated above, unless a different effective time is provided in 
the written action.

    Section 17.  COMMITTEES.  The Board of Directors may from time to time, 
by resolution, establish committees having the authority of the Board in the 
management of the business of the corporation to the extent provided in the 
resolution. Any committee so established shall consist of one (1) or more 
natural persons who need not be Directors, and shall be subject at all times 
to the direction and control of the Board of Directors. At any meeting of any 
such committee the presence of a majority of the members of the committee 
shall be necessary to constitute a quorum for the transaction of business. 
Committees of the Board shall take action by the affirmative vote of a 
majority of committee members present at a duly held meeting, except where 
the affirmative vote of a larger proportion or number is required by the 
Board. Any action required or permitted


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to be taken at a committee meeting may be taken by a written action signed 
collectively, or individually in counterparts, by all members of such 
committee. Each committee shall keep a written record of its activities and 
shall submit such written record to the Board after each meeting. The Board 
of Directors may not establish a committee pursuant to Minnesota Statutes 
Section 302A.243.
  
    Article V.  OFFICERS.

    Section 1.  OFFICERS AND QUALIFICATIONS.  The officers of the 
corporation, who shall be one or more natural persons, may consist of a 
Chairman of the Board, a Vice Chairman of the Board, a President, one or more 
Vice Presidents, a Secretary and a Treasurer, or such other officers as the 
Board of Directors may from time to time designate, any one of whom shall be 
designated and be the corporation's Chief Executive Officer and any one of 
whom shall be designated and be the Chief Financial Officer. Any two offices 
may be held by the same person.

    Section 2.  ELECTION.  The officers of the corporation shall be elected 
or appointed periodically by the Board of Directors.

    Section 3.  TERM OF OFFICE.  Each officer of the corporation shall hold 
office until their respective successors are elected and have qualified, or 
until their earlier death, resignation, or removal.

    Section 4.  REMOVAL.  Any officer of the corporation may be removed at 
any time, with or without cause, by the affirmative vote of a majority of the 
Directors present at a duly called Board meeting, subject to the provisions 
of any shareholder control agreement.

    Section 5.  DUTIES.  The Chief Executive Officer of the corporation shall:
   
            a.  Have general active management of the business of the 
                corporation;
   
            b.  When present, preside at all meetings of the Board of Directors
                and of the shareholders;
   
            c.  See that all orders and resolutions of the Board are carried
                into effect;
   
            d.  Sign and deliver in the name of the corporation any deeds,
                mortgages, bonds, contracts or other instruments pertaining to
                the business of the corporation, except in cases in which the
                authority to sign and deliver is required by law to be exercised
                by another person or is expressly delegated by the Articles of
                Incorporation or By-Laws or by the Board to some other Officer 
                or agent of the corporation;
   
            e.  Maintain records of and, whenever necessary, certify all 
                proceedings of the Board and the shareholders; and
   
            f.  Perform other duties prescribed by the Board;


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provided, however, that in the event the corporation shall have a Chairman of 
the Board, the duties set forth in (b) above shall be presumed to have been 
delegated to such officer by the Board, and in the event the corporation 
shall have a Secretary, the duties set forth in (e) above shall be presumed 
to have been delegated to such officer by the Board.

The Chief Financial Officer of the corporation shall:
   
            a.  Keep accurate financial records for the corporation;
   
            b.  Endorse for deposit all notes, checks, and drafts received
                by the corporation, making proper vouchers therefor;
          
            c.  Deposit all money, drafts, and checks in the name of and to
                the credit of the corporation in authorized banks and
                depositories;

            d.  Disburse corporate funds and issue checks and drafts in the
                name of the corporation;
   
            e.  Render to the Chief Executive Officer and the Board,
                whenever requested, an account of all transactions by the Chief
                Financial Officer and of the financial condition of the 
                corporation; and
   
            f.  Perform other duties prescribed by the Board or by the Chief
                Executive Officer;

provided, however, that the Board of Directors may designate another person, 
either alone or together with the Chief Financial Officer, to perform the duties
set forth in (b), (c) and (d) above.

The Chief Executive Officer and Chief Financial Officer of the corporation shall
jointly:
   
            a.  Designate banks or other financial institutions as depositories 
                of the corporation;
   
            b.  Establish accounts therein;
   
            c.  Make credit arrangements and establish borrowing therewith in 
                the name of the corporation for such amounts and upon such terms
                and conditions as are deemed appropriate;
 
            d.  Execute evidences of indebtedness and, as appropriate, sell, 
                pledge, assign or deliver any property of the corporation as
                security in connection with the foregoing;


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            e.  Designate from time to time the authorized signatories in any of
                the foregoing matters and the individuals authorized to act in 
                connection therewith; and
   
            f.  Revoke or alter any designations of authorization made pursuant 
                hereto;

provided, however, that the Board of Directors may designate the Chief Executive
Officer, the Chief Financial Officer or any other person, either individually or
together in any combination, to perform the foregoing duties. The other officers
of the corporation shall perform such duties as are from time to time
prescribed by the Board of Directors, the Chief Executive Officer, or the 
Chief Financial Officer.

    Section 6.  VACANCIES.  All vacancies in any office of the corporation may 
be filled by the Board of Directors.

    Section 7.  COMPENSATION.  The compensation of all officers of the 
corporation shall be fixed by the Board of Directors or by such committee or 
person as the Board may from time to time designate.
  
    Article VI. SHARES.

    Section 1.  CERTIFICATES.  The shares of the corporation shall be 
represented by certificates approved by the Board of Directors and signed by 
such officer or officers as the Board may designate. Each certificate shall 
state the name of the corporation, that the corporation is incorporated in 
Minnesota, the name of the person to whom it is issued, the number and class 
or series of shares represented thereby, the date of issue, the par value of 
such shares, if any, and may contain such other provisions as the Board may 
designate. Whenever shares are issued for consideration which is not fully 
paid upon issuance, the certificates representing such shares shall bear a 
legend stating that the consideration therefor has not been fully paid.

    Section 2.  SUBSCRIPTIONS.  Subscriptions for shares shall be in writing 
and paid at such times and in such installments as the Board of Directors may 
determine. Unless otherwise provided or not then in office, as prescribed by 
Minnesota Statutes, Section 302A.52l. The corporation shall not indemnify or 
make advances of expenses to any person who may otherwise be entitled thereto 
under Section 302A.521, by reason of such person's status or former status as 
an agent of the corporation or otherwise. The corporation may purchase and 
maintain insurance on behalf of any person in that person's official capacity 
against any liability asserted against and incurred by the person in or 
arising from that capacity, whether or not the corporation would have been 
required to indemnify the person against the liability hereunder or under the 
provisions of Section 302A.52l. The foregoing right of indemnification and 
the right to receive advances of expenses shall not be exclusive of other 
rights to which any Director or Officer may be entitled as a matter of law or 
under any By-Law, agreement, vote of shareholders, or otherwise.
  
    Article VIII.  AMENDMENTS.

    The power to adopt, amend, or repeal the By-Laws of the corporation is 
vested in the Board of Directors. The power of the Board is subject to the 
power of the shareholders, exercisable in the manner provided by statute, to 
adopt, amend, or repeal By-Laws adopted,


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    Article VIII.  AMENDMENTS.

    The power to adopt, amend, or repeal the By-Laws of the corporation is 
vested in the Board of Directors. The power of the Board is subject to the 
power of the shareholders, exercisable in the manner provided by statute, to 
adopt, amend, or repeal By-Laws adopted, amended or repealed by the Board. 
The Board shall not amend or repeal a By-Law fixing a quorum for meetings of 
shareholders, prescribing procedures for removing Directors or filling 
vacancies in the Board, or fixing the number of Directors or their 
classifications, qualifications, or terms of office, but may adopt or amend a 
By-Law to increase the number of Directors.
  
    Article IX.  DISTRIBUTIONS.

    The Board of Directors may declare or authorize and the corporation may 
make distributions to the extent provided by law. Such distributions may, but 
need not, be in the form of a dividend or a distribution in liquidation, or 
as consideration for the purchase, redemption or other acquisition of shares 
of the corporation. The Board may at any time set apart out of any funds of 
the corporation available for distribution any reserve or reserves for any 
proper purpose and may alter or abolish any reserve or reserves so 
established.
  
    Article X.  FISCAL YEAR.

    The corporation's fiscal year shall be as from time to time designated by 
resolution adopted by the Board of Directors.

                                CERTIFICATION

The undersigned, the Chief Executive Officer of the corporation, hereby 
certifies that the foregoing By-Laws were adopted pursuant to a Written Action 
of the Board of Directors effective as of ___________________________________.




                                       /s/ Patrick J. Dirk
                                       ----------------------------------------
                                              Patrick J. Dirk
                                              Chief Executive Officer
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                            AMENDMENT TO THE BYLAWS
                            OF ELTRAX SYSTEMS, INC.
        
        
The Bylaws of ELTRAX SYSTEMS, INC. (the "Company") were amended pursuant to 
consent resolutions of the Board of Directors of the Company dated June 26, 
1992 as follows:

    (1)  The title of the Bylaws is amended to read as follows: "Restated 
         Bylaws of Eltrax Systems, Inc."; and

    (2)  Article III, Section 2 of the Bylaws, entitled "Special Meetings," is 
         amended in its entirety to read as follows:

                                 ARTICLE III

         Section 2.  SPECIAL MEETINGS.  Special meetings of the shareholders may
         be called and shall be held as permitted by the Minnesota Business 
         Corporation Act, as amended from time to time. The business transacted 
         at a special meeting shall be limited to the purposes stated in the 
         notice of the meeting.

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                             AMENDMENT TO BYLAWS
                                      OF
                             ELTRAX SYSTEMS, INC.


The Bylaws of Eltrax Systems, Inc. (the "Company") were amended pursuant to 
resolutions duly adopted by the Board of Directors of the Company as of 
October 29, 1996 as follows:

     RESOLVED, that Article IV, Section 2 of the Amended and Restated Bylaws of 
     the Company be amended to read in its entirety as follows:
  
          The Board of Directors shall consist of not less than one (1) nor 
          more than eight (8) natural persons. Directors need not be 
          shareholders of the Corporation.




                                       /S/ Thomas R. Marek
                                       ----------------------------------------
                                       Thomas R. Marek
                                       Secretary
                                       Eltrax Systems, Inc.