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                                                                   EXHIBIT 10.3

                                AMENDMENT NO. 2
                     TO BRIDGE LOAN AND SECURITY AGREEMENT

         THIS AMENDMENT NO. 2 (the "Amendment") to the BRIDGE LOAN AND SECURITY
AGREEMENT dated as of June 14, 2000, as amended by Amendment No. 1 thereto
dated as of June 23, 2000 (as so amended, the "Bridge Loan Agreement";
capitalized terms used but not specifically defined herein shall have the
meanings ascribed to such terms in the Bridge Loan Agreement), between ELTRAX
SYSTEMS, INC., a Minnesota corporation ("Borrower"), and CEREUS TECHNOLOGY
PARTNERS, INC., a Delaware corporation ("Lender"), is made as of the 31st day
of August, 2000 by and between Borrower and Lender.

                              W I T N E S S E T H:

         WHEREAS, Borrower and Lender have entered into the Bridge Loan
Agreement; and

         WHEREAS, Borrower and Lender each desire to amend the Bridge Loan
Agreement to provide that Borrower may from time to time borrow from Lender,
and Lender shall from time to time lend to Borrower, up to an aggregate of
$10,000,000.00 ($5,000,000.00 of which has been previously funded and
$2,500,000.00 of which will be funded on the date hereof), in accordance with
the terms of the Bridge Loan Agreement and the Loan Documents;

         NOW, THEREFORE, in consideration of the foregoing and the
representations, warranties, covenants and agreements set forth herein, and
other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, and intending to be legally bound hereby, the parties
hereto hereby agree as follows:

         SECTION 1.        AMENDMENT TO DEFINITION OF BRIDGE LOAN NOTE. The
definition of "Bridge Loan Note" set forth in Article I of the Bridge Loan
Agreement is hereby amended and restated in its entirety as follows:

         "Bridge Loan Note" shall mean Borrower's Second Amended and Restated
Non-Negotiable Subordinated Convertible Promissory Note, dated as of August 31,
2000, in the aggregate principal amount of $10,000,000.00, a form of which is
attached hereto as Exhibit A and incorporated herein by this reference, made by
Borrower to the order of Lender and delivered to Lender pursuant to Section 3.1
hereof."

         SECTION 2.        AMENDMENT TO DEFINITION OF MERGER AGREEMENT. The
definition of "Merger Agreement" set forth in Article I of the Bridge Loan
Agreement is hereby amended and restated in its entirety as follows:

         "Merger Agreement" shall mean that certain Second Amended and Restated
Agreement and Plan of Merger among Borrower, SAC and Lender dated as of July
27, 2000."


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         SECTION 3.        AMENDMENT TO DEFINITION OF REGISTRATION RIGHTS
AGREEMENT. The definition of "Registration Rights Agreement" set forth in
Article I of the Bridge Loan Agreement is hereby amended and restated in its
entirety as follows:

         "Registration Rights Agreement" shall mean the Second Amended and
Restated Registration Rights Agreement between Borrower and Lender, dated as of
August 31, 2000, a form of which is attached hereto as Exhibit B and
incorporated herein by this reference, pursuant to which Borrower agrees to
register the shares of Borrower Common Stock underlying the Bridge Loan Note
and the Warrant Agreement."

         SECTION 4.        AMENDMENT TO SECTION 2.1(A) OF THE BRIDGE LOAN
AGREEMENT. Section 2.1(a) of the Bridge Loan Agreement is hereby amended by
deleting Section 2.1(a) of the Bridge Loan Agreement in its entirety and
substituting the following in lieu thereof:

                  "(a)     Amount. Lender agrees, from the Closing Date until
the Maturity Date described in Section 2.1(d) below, and upon the terms and
conditions herein set forth, to make from time to time, at the request of
Borrower, a loan or series of loans to Borrower in the aggregate principal
amount of up to Ten Million Dollars ($10,000,000.00) (the "Loan," and the
aggregate amount of all such Loan outstanding from time to time, the "Loan
Amount"). Borrower shall repay all outstanding principal under the Loan on the
Maturity Date, or such earlier date if the Loan is prepaid or if the Loan is
accelerated in accordance herewith. Amounts borrowed pursuant to this Section
2.1 may be repaid and, subject to the terms and conditions of this Agreement,
reborrowed at any time prior to the Maturity Date."

         SECTION 5.        AMENDMENT TO SECTION 2.1(B) OF THE BRIDGE LOAN
AGREEMENT. Section 2.1(b) of the Bridge Loan Agreement is hereby amended by
deleting Section 2.1(b) of the Bridge Loan Agreement in its entirety and
substituting the following in lieu thereof:

                  "(b)     Advances. Lender shall make Advances pursuant to this
Agreement at any time prior to the Maturity Date upon written request delivered
by Borrower to Lender signed by the Chief Executive Officer or the Chief
Financial Officer of Borrower stating (i) the amount requested, and (ii) that
Borrower is not entitled to any additional Revolving Advances (as defined in
the PNC Credit Agreement) under the PNC Credit Agreement at the time of such
request. Advances may be used by Borrower for any purpose, at Borrower's
discretion; provided, however, that if (1) Borrower intends to use any such
Advance to fund an expenditure outside of Borrower's normal course of business
and (2) the Steering Committee (as defined in the Merger Agreement) is then in
existence, then any request therefor must be accompanied by the written
approval of the Steering Committee."

         SECTION 6.        AMENDMENT TO SECTION 2.1(C) OF THE BRIDGE LOAN
AGREEMENT. Section 2.1(c) of the Bridge Loan Agreement is hereby amended by
deleting Section 2.1(c) of the Bridge Loan Agreement in its entirety and
substituting the following in lieu thereof:

                  "(a)     Bridge Loan Note. The obligation of Borrower to repay
the Loan shall be evidenced by the Bridge Loan Note for the principal sum of
$10,000,000.00, or such Loan Amount as shall be outstanding hereunder from time
to time, with interest as therein provided.


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Absent manifest error, Lender's records with respect to the Loan and the
aggregate outstanding Loan Amount shall be conclusive as to amounts owed Lender
under the Bridge Loan Note and this Agreement."

         SECTION 7.        AMENDED AND RESTATED EXHIBITS TO BRIDGE LOAN
AGREEMENT. The parties hereto agree to amend the Bridge Loan Agreement by
deleting Exhibit A, Exhibit B, Exhibit C and Exhibit D thereto in their
entirety and substituting therefor the documents attached to this Amendment as
Exhibit A, Exhibit B, Exhibit C and Exhibit D, respectively, each incorporated
herein by this reference. To the extent the terms and conditions of this
Amendment and the Exhibits attached hereto alter or vary the terms and
conditions of the Bridge Loan Note, the Registration Rights Agreement, the
Subordination Agreement and the Warrant Agreement, the parties hereto agree
that the terms and conditions of this Amendment and the Exhibits attached
hereto shall be deemed to have modified, amended and superseded the terms and
conditions of the Bridge Loan Note, the Registration Rights Agreement, the
Subordination Agreement and the Warrant Agreement, notwithstanding any terms or
conditions therein to the contrary.

         SECTION 8.        EFFECT ON BRIDGE LOAN AGREEMENT. Except as otherwise
specifically provided herein, the Bridge Loan Agreement shall not be amended
but shall remain in full force and effect.

         SECTION 9.        REPRESENTATIONS AND WARRANTIES. Borrower and Lender
each represent and warrant that no interest in the Bridge Loan Agreement or any
of the Loan Documents has been sold, hypothecated, assigned or otherwise
transferred. Borrower and Lender each further represent and warrant that there
are no defaults under the Bridge Loan Agreement and the Loan Documents as of
the date hereof.

         SECTION 10.       BINDING EFFECT; HEADINGS. The covenants contained
herein shall bind, and the benefits hereof shall inure to, the respective
successors and permitted assigns of the parties hereto. The Section headings
contained in this Amendment are for reference purposes only and will not affect
in any way the meaning or interpretation of this Amendment.

         SECTION 11.       GOVERNING LAW. This Amendment shall be governed by,
construed and enforced in accordance with the laws of the State of Georgia,
without giving effect to any principles of conflicts of laws.

         SECTION 12.       COUNTERPARTS. This Amendment may be executed
simultaneously in counterparts, each of which will be deemed an original, and
all of which together will constitute one and the same instrument. Executed
counterparts may be delivered via facsimile.


                             [Signatures Next Page]


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         IN WITNESS WHEREOF, Borrower and Lender have each caused this
Amendment No. 2 to Bridge Loan and Security Agreement to be executed and
delivered by its duly authorized officer as of August 31, 2000.


                               ELTRAX SYSTEMS, INC.


                               By:      /s/ William P. O'Reilly
                                  ---------------------------------------------
                                     Its: Chairman of the Board of Directors
                                          -------------------------------------


                               CEREUS TECHNOLOGY PARTNERS, INC.


                               By:      /s/ Steven A. Odom
                                  ---------------------------------------------

                                  Its: Chief Executive Officer
                                       -------------------------------------



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