<PAGE>




                  _____________________________________________




                            ASSET PURCHASE AGREEMENT


                                      Among


                       ELTRAX HEALTH CARD SOLUTIONS, LLC,


                                   ("Purchaser"),

                                    EMX, LLC,

                            AMERICAS TOWER PARTNERS,


                                   ("Guarantors")

                                       and


                              ELTRAX SYSTEMS, INC.


                                   ("Seller")


                  _____________________________________________


                           Effective November 22, 1996

                  _____________________________________________

<PAGE>

                         ASSET PURCHASE AGREEMENT
                             TABLE OF CONTENTS

SECTION                                                                     PAGE

1. SALE AND PURCHASE OF ASSETS.. . . . . . . . . . . . . . . . . . . . . . . . 1
1.1. SALE AND PURCHASE OF ASSETS.. . . . . . . . . . . . . . . . . . . . . . . 1
1.2. EXCLUDED ASSETS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.3. PURCHASE PRICE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
2. ASSUMPTION OF OBLIGATIONS.. . . . . . . . . . . . . . . . . . . . . . . . . 2
2.1. OBLIGATIONS ASSUMED.. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
3. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS.. . . . . 3
3.1. ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
3.2. AUTHORITY RELATIVE TO THIS AGREEMENT. . . . . . . . . . . . . . . . . . . 3
3.3. CONSENTS AND APPROVALS. . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.4. TITLE TO ASSETS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.5. CONDITION OF ASSETS.. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.6. BROKERS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
3.7. ELTRAX EMPLOYEE MATTERS.. . . . . . . . . . . . . . . . . . . . . . . . . 4
4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.. . . . . . . . . . . . . . 5
4.1. ORGANIZATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.2. AUTHORITY RELATIVE TO THIS AGREEMENT. . . . . . . . . . . . . . . . . . . 5
4.3. CONSENTS AND APPROVALS. . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.4. BROKERS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
4.5. ACCESS TO BUSINESS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5. COVENANTS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.1. RIGHT OF INSPECTION.. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.2. TRANSACTIONAL TAX UNDERTAKINGS. . . . . . . . . . . . . . . . . . . . . . 6
5.3. ELTRAX EMPLOYEES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.4. COLLECTION OF ACCOUNTS RECEIVABLE.. . . . . . . . . . . . . . . . . . . . 6
5.5. USE OF ELTRAX NAME. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.6. DISCHARGE OF ASSUMED OBLIGATIONS. . . . . . . . . . . . . . . . . . . . . 7
5.7. GUARANTEE BY EMX, LLC AND AMERICAS TOWER PARTNERS.. . . . . . . . . . . . 7
5.8. MUTUAL ACCESS TO BUSINESS RECORDS.. . . . . . . . . . . . . . . . . . . . 7
6. SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION. . . . . . . 8
6.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. . . . . . . . . . . . . . . . 8
6.2. MUTUAL INDEMNITIES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6.3. PROCEDURES FOR INDEMNIFICATION. . . . . . . . . . . . . . . . . . . . . . 8
7. MISCELLANEOUS.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7.1. EXPENSES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7.2. FURTHER ASSURANCES. . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
7.3. NOTICES.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
7.4. ASSIGNMENT AND SUCCESSORS.. . . . . . . . . . . . . . . . . . . . . . . . 9
7.5. INFORMATION CONCERNING ELTRAX.. . . . . . . . . . . . . . . . . . . . . . 9
7.6. BINDING EFFECT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
7.7. GOVERNING LAW.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10


                                     i

<PAGE>

7.8. COUNTERPARTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10
7.9. AMENDMENT OR MODIFICATION.. . . . . . . . . . . . . . . . . . . . . . . .10
7.10. ENTIRE AGREEMENT.. . . . . . . . . . . . . . . . . . . . . . . . . . . .10
7.11. NO THIRD PARTY BENEFICIARIES.. . . . . . . . . . . . . . . . . . . . . .10
7.12. SURVIVAL OF COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . .10
7.13. ARBITRATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .10


                                     ii

<PAGE>


                          ASSET PURCHASE AGREEMENT


     THIS AGREEMENT is entered into as of November 22, 1996, by and among
ELTRAX HEALTH CARD SOLUTIONS, LLC, a Delaware limited liability company (the
"Purchaser"), AMERICAS TOWER PARTNERS, a New York general partnership
("ATP"), EMX, LLC, a Delaware limited liability company ("EMX") and ELTRAX
SYSTEMS, INC., a Minnesota corporation ("Eltrax" or the "Seller").

     WHEREAS, the Seller desires to sell to the Purchaser substantially all
the assets used by Seller in its health card systems business (the
"Business") pursuant to the terms and conditions of this Agreement and the
Purchaser desires to purchase such assets.

     NOW, THEREFORE, in consideration of the premises and the respective
agreements hereinafter set forth, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:

1.  SALE AND PURCHASE OF ASSETS.

    1.1. SALE AND PURCHASE OF ASSETS.


         Subject to the terms and conditions of this Agreement, the Seller
         hereby sells, conveys, assigns, transfers and delivers to the
         Purchaser, and the Purchaser hereby purchases all of the assets used
         by Seller in the Business as described in this Section 1.1, including
         all of the following (which are collectively referred to as the
         "ASSETS"):

         (a)  All right, title and interest in and to any and all inventory and
              supplies of the Seller relating to the Business including work
              in process located on or at the Seller's headquarters in St.
              Paul, Minnesota (the "Facility") or elsewhere as more fully
              described on Exhibit 1.1(a) hereto (the "INVENTORY");

         (b)  All right, title and interest in and to the Seller's furniture,
              fixtures and equipment used in the Business (the "FURNITURE,
              FIXTURES AND EQUIPMENT") as more fully described on
              Exhibit 1.1(b) attached hereto, except any such items set forth
              on Exhibit 1.2 ("EXCLUDED ASSETS") which are not included in the
              Assets sold hereunder;

         (c)  All rights and interests of Seller, in and to Patent Number
              4,645,916 (issued February 24, 1987) with respect to the coding
              scheme and algorithm utilized in achieving the proprietary high
              density recording of data on the Eltrax cards, and all rights
              and interests of Seller in and to research, development and
              commercially practiced processes, trade secrets, know-how,
              inventions, drawings, specifications and manufacturing,
              engineering and other technical information which are used in
              connection with the Business;

         (d)  All right, title and interest to certain prepaid expenses set
              forth on Exhibit 1.1(d);

         (e)  All goodwill associated with the Business, except with respect
              to the use of the word "Eltrax" only to the extent provided in
              this Agreement;


<PAGE>

         (f)  All customer, prospect and vendor lists relating to the Business,
              and all files and documents (including credit information)
              relating to such customers, purchase orders with customers,
              prospects and vendors, contracts with third parties, and other
              business and financial records, files, books and documents
              relating to the Assets and the Business, including, but not
              limited to, computer programs (including computer modeling
              programs), manuals and data, sales, advertising and
              promotional materials, sales, distribution and purchase
              correspondence, and trade association memberships relating to
              the Assets and the Business, except any such items set forth
              on Exhibit 1.2, which are not included in the Assets sold
              hereunder;

         (g)  All rights of Seller under the purchase orders related to the
              Business as set forth on Exhibit 2.1(c);

         (h)  All rights of Seller under three Pitney Bowes equipment leases as
              set forth on Exhibit 1.1(h) (the "Pitney Bowes Leases"); and

         (i)  Except as otherwise set forth in this Agreement, all other
              tangible and intangible assets of the Seller used in the
              Business.

    1.2. EXCLUDED ASSETS.

         The Seller and the Purchaser acknowledge and agree that the only assets
         of the Seller to be sold are the Assets specifically identified in
         Section 1.1 and that no other assets of the Seller are being sold
         under this Agreement.  Specifically, the parties acknowledge that
         Seller is not transferring hereunder any accounts receivable or
         cash of the Seller (whether or not relating to the Assets of the
         Business) arising before the date hereof.  Further, Seller is not
         selling any of the items listed in Exhibit 1.2.

    1.3. PURCHASE PRICE. The total purchase price of the Assets shall be
         Thirty-Two Thousand Dollars ($32,000) (the "Purchase Price").  The
         Purchaser will pay the Purchase Price by delivering a check or
         sending such amount via federal wire transfer as of the date hereof
         in immediately available funds to a bank account of the Seller
         pursuant to written instructions of the Seller provided to
         Purchaser at least twenty-four (24) hours prior to the date hereof.

2.  ASSUMPTION OF OBLIGATIONS.

    2.1. OBLIGATIONS ASSUMED.

         Purchaser hereby assumes and agrees to perform, and agrees to indemnify
         and hold Seller harmless from and against any and all liabilities,
         losses and damages incurred by the Seller arising out of or related
         to Purchaser's failure to assume and perform, each of the following
         obligations and liabilities of the Seller:

         (a)  Seller's obligations under that certain Marketing Agreement dated
              October 18, 1989 between Eltrax and Shared Medical Systems
              Corporation ("SMS"), as amended June 29, 1992 and October 3,
              1996 (the "SMS Agreement");

         (b)  Seller's obligations under purchase orders entered into in the
              ordinary course of business with vendors, as set forth on Exhibit
              2.1(b) attached hereto;


                                     2

<PAGE>

         (c)  Seller's obligations under purchase orders entered into in the
              ordinary course of business with customers, as set forth on
              Exhibit 2.1(c) attached hereto;

         (d)  Seller's obligations under that certain lease dated February 25,
              1993, including the attached addendum of even date, by and between
              Eltrax and Skillman Corporation ("Skillman") for the offices
              of Seller located at 1775 Old Highway 8, Suite 111, New
              Brighton, MN  55112, as amended by the Addendum to Lease dated
              January 26, 1996 between Eltrax and Skillman;

         (e)  Seller's obligations under maintenance agreements entered into by
              Eltrax in the ordinary course of business with customers as set
              forth on Schedule 2.1(e);

         (f)  Warranty or failed product claims received by Seller that have
              not been fully resolved, as set forth on Schedule 3.5;

         (g)  Warranty or failed product claims that arise on or after the date
              of this Agreement; and

         (h)  Seller's obligations under the Pitney Bowes Leases, as defined in
              Section 1.1(h) of this Agreement.

         All of the above are hereinafter referred to as "Assumed Obligations."
         Except for the Assumed Obligations, all claims  and liabilities
         relating to events occurring or obligations related to the Business
         arising before the date of this  Agreement will be the
         responsibility of the Seller, and Seller agrees to indemnify and
         hold Purchaser harmless from  and against such claims and
         liabilities.

3.  REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE SHAREHOLDERS.

    The Seller represents and warrants to the Purchaser as follows:

    3.1. ORGANIZATION.

         The Seller is a corporation duly organized, validly existing and in
         good standing under the laws of the State of Minnesota, and the Seller
         has all requisite corporate power and authority to own the Assets.

    3.2. AUTHORITY RELATIVE TO THIS AGREEMENT.

         The Seller has full corporate power and authority to execute and
         deliver this Agreement and to consummate the transactions contemplated
         hereby. The execution and delivery of this Agreement and the
         consummation of the transactions contemplated hereby have been duly
         and validly authorized and approved, and no other corporate proceedings
         on the part of the Seller are necessary to authorize this Agreement or
         the consummation of the transactions contemplated hereby.


                                     3

<PAGE>

    3.3. CONSENTS AND APPROVALS.

         The execution and delivery of this Agreement and the consummation of
         the transactions contemplated hereby will not: (i) violate any
         provision of the Articles of Incorporation or Bylaws of the Seller;
         (ii) violate any statute, rule, regulation, order or decree of any
         public body or authority by which the Seller or the Assets may be
         bound; (iii) require any filing with, or permit, consent or approval
         of, any public body or authority; or (iv) result in a violation or
         breach of, or constitute (with or without due notice or lapse of
         time or both) a default (or give rise to any right of termination,
         cancellation or acceleration) under, any of the terms, conditions or
         provisions of any contracts or any note, bond, mortgage, indenture,
         license, franchise, permit, agreement or other instrument or
         obligation to which the Seller is a party, or by which it or any of
         the Assets may be bound.

    3.4. TITLE TO ASSETS.

         The Seller has good and marketable title to all of the Assets, whether
         tangible or intangible, and all of the Assets are free and clear of
         all restrictions on or conditions to transfer or assignment and free
         and clear of any and all liens, claims, charges, encumbrances or
         restrictions of any nature whatsoever.

    3.5. CONDITION OF ASSETS.

         All Assets hereunder are sold "as is, where is."  To Seller's
         knowledge, Seller has not received any notice of default or threatened
         termination of the relationship with SMS or HBO & Company.  To
         Seller's knowledge, except as set forth on Schedule 3.5, Seller has
         not received notice of any warranty or failed product claims that
         have not been resolved.

    3.6. BROKERS.

         Seller has not employed any broker, finder or financial advisor, or
         incurred any liability for any brokerage fee or commission, finder's
         fee or financial advisory fee, in connection with the transactions
         contemplated hereby, nor is there any basis known to Seller for any
         such fee or commission to be claimed by any person or entity.

    3.7. ELTRAX EMPLOYEE MATTERS.

         To Seller's knowledge, none of its employees whose names are set forth
         on Schedule 5.3 hereof have employment agreements with Seller, and
         Schedule 5.3 sets forth a correct list of the salaries and benefits
         of such employees while employed by Seller.


                                     4


<PAGE>

4.     REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

        The Purchaser represents and warrants to the Seller as follows:

       4.1.     ORGANIZATION.

                The Purchaser is a limited liability company duly organized,
                validly existing and in good standing under the laws of the
                state of Delaware, and the Purchaser has all requisite
                corporate power and authority to acquire the Assets
                hereunder.  ATP is a validly existing general partnership in
                good standing under the laws of the state of New York, and
                ATP has all requisite power and authority to perform its
                obligations hereunder.  EMX is a Delaware limited liability
                company duly organized, validly existing and in good standing
                under the laws of the state of Delaware and EMX has all
                requisite corporate power and authority to perform its
                obligations hereunder.

       4.2.     AUTHORITY RELATIVE TO THIS AGREEMENT.

                The Purchaser has full limited liability corporate power and
                authority to execute and deliver this Agreement and to
                consummate the transactions contemplated hereby.  The
                execution and delivery of this Agreement and the consummation
                of the transactions contemplated hereby have been duly and
                validly authorized and approved by the managing members of
                Purchaser, and no other limited liability corporate
                proceedings on the part of the Purchaser are necessary to
                authorize this Agreement or the consummation of the
                transactions contemplated hereby.

       4.3.     CONSENTS AND APPROVALS.

                The execution and delivery of this Agreement and the
                consummation of the transactions contemplated hereby will not:
                (i) violate any provision of the Articles of Organization or
                Operating Agreement of the Purchaser; (ii) violate any statute,
                rule, regulation, order or decree of any public body or
                authority by which the Purchaser or any of its properties or
                assets may be bound; (iii) require any filing with, or permit,
                consent or approval of, any public body or authority; (iv)
                result in a violation or breach of, or constitute (with or
                without due notice or lapse of time or both) a default (or give
                rise to any right of termination, cancellation or acceleration)
                under, any of the terms, conditions or provisions of any
                note, bond, mortgage, indenture, license, franchise, permit,
                agreement or other instrument or obligation to which the
                Purchaser is a party or by which it or any of its properties
                or assets may be bound.

       4.4.     BROKERS.

                Purchaser has not employed any broker, finder or financial
                advisor, or incurred any liability for any brokerage fee or
                commission, finder's fee or financial advisory fee, in
                connection with the transaction contemplated hereby, nor is
                there any basis known to Purchaser for any such fee or
                commission to be claimed by any person or entity.

       4.5.     ACCESS TO BUSINESS.

                Purchaser has had full access to the facilities, properties,
                books and records of the Business and has had appropriate
                opportunity to make all reasonable investigations it may
<PAGE>

                have desired with respect to the Business so as to be in a
                position to make an informed decision as to the purchase of
                the Business and Assets.

5.     COVENANTS.

        The Seller and the Purchaser by this Agreement covenant and agree that:

       5.1.     RIGHT OF INSPECTION.

                The Purchaser has, prior to the date hereof, made or caused
                to be made such investigation of the Assets as the Purchaser
                has deemed necessary or advisable to familiarize itself with
                the Assets.  It is expressly understood that the Assets are
                being conveyed "as is, where is," and, except as specifically
                provided in this Agreement, Seller makes no representations
                or warranties whatsoever with respect to the Assets.

       5.2.     TRANSACTIONAL TAX UNDERTAKINGS.

                The parties hereto agree to cooperate to make any necessary
                filings with state and local taxing authorities with respect
                to the transactions contemplated herein.  Purchaser agrees to
                execute a resale exemption certificate in a form and
                substance satisfactory to the Purchaser and Seller.

       5.3.     ELTRAX EMPLOYEES.

                On the Closing Date, Seller will terminate its employment of
                all eight employees whose names are set forth on Schedule 5.3
                hereof (the "Terminated Employees").  Schedule 5.3 also sets
                forth the salaries, medical and other benefits with respect
                to the Terminated Employees, except Seller's 401(k) plan.  On
                the Closing Date, concurrently with such termination,
                Purchaser agrees to hire the Terminated Employees on
                substantially the same terms as set forth in Schedule 5.3
                (including prior service credit).

                Seller will continue to provide coverage of the Terminated
                Employees under Seller's existing medical and dental
                insurance only from the date hereof through December 31,
                1996, and Purchaser will promptly reimburse Seller for
                Seller's actual costs of such coverage for the month of
                December 1996.

       5.4.     COLLECTION OF ACCOUNTS RECEIVABLE.

                For a period of one (1) year after the date hereof, Purchaser
                agrees to use its commercially reasonable efforts to collect,
                on Seller's behalf, the accounts receivable as set forth in
                Schedule 5.4 hereof (the "Accounts Receivable").  Purchaser
                shall promptly remit all such collected amounts to Seller on
                a "first-dollar-in" basis, unless the invoice is under
                dispute, pursuant to Seller's written instructions.  If
                Purchaser receives checks payable to Eltrax Systems, Inc.,
                Purchaser agrees to promptly forward such checks to Seller at
                its new address.  If Purchaser receives checks payable to
                Eltrax Health Card Solutions, LLC, or EMX, LLC or any other
                person or entity, which relate to the payment of the Accounts
                Receivable, Purchaser will promptly remit such sums to the
                Seller. Purchaser agrees to provide Seller with specific
                information on the collection of the Accounts Receivable as
                requested by Seller from time to time, and in any case not
                less than once per month.  Purchaser shall keep adequate
                records with respect to the Accounts

<PAGE>

                Receivable in order that Seller may verify and audit
                Purchaser's activity with respect to such collection efforts.

       5.5.     USE OF ELTRAX NAME.

                Seller hereby assigns, outright and forever, exclusively to
                Purchaser, the right to use the name "Eltrax" only as part of
                the marks "Eltrax Health Card(s)" and "Eltrax Health Care"
                solely in the health care or health card issuance industry.
                Such right to use the "Eltrax" name does not include the
                right to license or assign this right to any other party, or
                to file a trademark application, without the prior written
                consent of the Seller, which consent cannot be unreasonably
                withheld. Notwithstanding the prior sentence, Purchaser shall
                have the right to assign its rights under this Section 5.5 to
                (a) an affiliate, or (b) a purchaser of the Business so long
                as Seller receives prior written notice of the intended
                assignment and such purchaser of the Business assumes
                Purchaser's obligations under this Section 5.5 in writing
                before any such subsequent assignment.  Purchaser may use the
                existing promotional materials which are conveyed by Seller
                to Purchaser hereunder as part of the Assets, which materials
                contain the words "Eltrax" or "Eltrax Systems" provided,
                however, that Purchaser may not use such names in any
                promotional materials acquired after the closing of this
                transaction.  Purchaser agrees not to use the name "Eltrax"
                or "Eltrax Systems" except as provided in this Section 5.5.

                Purchaser agrees to indemnify and hold Seller harmless from
                and against any and all liabilities, damages and expenses
                related to or arising out of Purchaser's use of the
                "Eltrax" name.

       5.6.     DISCHARGE OF ASSUMED OBLIGATIONS.

                Purchaser will pay, perform or discharge, as and when due,
                each of the Assumed Obligations pursuant to Section 2.1 of
                this Agreement.

       5.7.     GUARANTEE BY EMX, LLC AND AMERICAS TOWER PARTNERS.

                Each of EMX, LLC and Americas Tower Partners jointly and
                severally hereby unconditionally and irrevocably guarantee to
                Seller the prompt and full payment and other performance of
                each and every obligation of the Purchaser under this
                Agreement (whether current or future obligations), including
                without limitation the Assumed Obligations, when each of such
                obligations is due to be performed, including without
                limitation Purchaser's indemnification obligations under this
                Agreement.

       5.8.     MUTUAL ACCESS TO BUSINESS RECORDS.

                Purchaser and Seller will provide each other with all
                necessary access during reasonable business hours to the
                historical accounting, corporate and financial records,
                files, books and documents relating to the Assets and the
                Business as the Purchaser or Seller may request from time to
                time after the closing in order to allow such party to meet
                its financial, tax, accounting and Securities and Exchange
                Commission reporting requirements.

<PAGE>

6.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES AND INDEMNIFICATION.

       6.1.     SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

                All of the representations and warranties of the parties
                hereto shall survive the closing of the transactions
                contemplated hereby and shall expire one (1) year after the
                effective date of this Agreement.

       6.2.     MUTUAL INDEMNITIES.

                In addition to any of the specific indemnifications contained
                herein, the Seller, on the one hand, and the Purchaser, on
                the other hand, each agree as to their respective
                representations, warranties and covenants set forth in this
                Agreement to indemnify and hold harmless each other from and
                against any and all losses, liabilities, expenses (including,
                without limitation, fees and disbursements of counsel),
                claims, liens, damages, or other obligations whatsoever which
                are actually incurred by virtue of or result from the
                material inaccuracy of any representation or the breach of
                any warranty or agreement made in this Agreement or in any
                certificate or other instrument delivered pursuant to this
                Agreement for a period of one (1) year after the effective
                date of this Agreement.

       6.3.     PROCEDURES FOR INDEMNIFICATION.

                Each party agrees to give the other prompt written notice of
                any event or assertion of which it has knowledge concerning
                any such loss, liability, expense, claim, lien or other
                obligation and as to which it may request indemnification
                hereunder.  Each party will cooperate with the other in
                determining the validity of any such claim or assertion.  The
                indemnifying party hereunder shall have the right to defend
                with counsel reasonably satisfactory to the indemnified
                party, any such suits, claims or proceedings as to which the
                indemnified party has requested indemnification hereunder.
                Each party agrees not to settle or compromise any such suit,
                claim or proceeding without the prior written consent of the
                other party.

7.     MISCELLANEOUS.

       7.1.     EXPENSES.

                Each of the parties hereto shall bear its own costs, fees and
                expenses in connection with the negotiation, preparation,
                execution, delivery and performance of this Agreement and
                the consummation of the transactions contemplated hereby,
                including without limitation fees, commissions and
                expenses payable to brokers, finders, investment bankers,
                consultants, exchange or transfer agents, attorneys,
                accountants and other professionals, whether or not the
                transactions contemplated herein is consummated.

       7.2.     FURTHER ASSURANCES.

                From and after the date of this Agreement, upon the reasonable
                request of the Purchaser, the Seller shall execute,
                acknowledge and deliver all such assurances, deeds,
                assignments, transfers, conveyances, powers of attorney and
                other instruments and documents reasonably necessary
                to sell, assign, transfer, convey and deliver the Assets to
                the Purchaser, to vest the Purchaser with valid legal
                title to the Assets and to enable the Purchaser to protect
                its right, title and interest in and enjoyment of all
                of the Assets.

<PAGE>

       7.3.     NOTICES.

                Any notice, demand, request or other communication under this
                Agreement shall be in writing and shall be deemed to
                have been given on the date of service if personally served
                or on the fifth day after mailing if mailed by registered or
                certified mail, return receipt requested, addressed as
                follows (or to such other address of which either of the
                parties hereto shall have notified the other party
                hereto in accordance herewith):

                  To the Purchaser:         Eltrax Health Care Solutions, LLC
                                            c/o EMX, LLC
                                            520 Madison Avenue
                                            New York, NY  10022
                                            Attn:  Joseph Bernstein

                  To EMX, LLC:              EMX, LLC
                                            520 Madison Avenue
                                            New York, NY 10022
                                            Attn:  Joseph Bernstein

                  To Americas
                   Tower Partners:          Americas Tower Partners
                                            520 Madison Avenue
                                            New York, NY  10022
                                            Attn:  Joseph Bernstein

                  To the Seller:            Eltrax Systems, Inc.
                                            c/o Oppenheimer Wolff & Donnelly
                                            45 South 7th Street, Suite 3400
                                            Minneapolis, MN  55402
                                            Attn:  Thomas R. Marek

       7.4.     ASSIGNMENT AND SUCCESSORS.

                This Agreement may not be assigned by either party without
                the prior written consent of the other party which consent
                will not be unreasonably withheld; provided that the rights
                and obligations of either party may be assigned or
                transferred in connection with any merger or sale by such
                party of all or substantially all of its assets and where the
                 assignee or transferee expressly agree to be bound by the
                terms hereof.

       7.5.     INFORMATION CONCERNING ELTRAX.

                Purchaser may use the Seller's telephone number after the
                Closing as set forth on Schedule 7.5 hereof, provided,
                however, that Purchaser agrees to forward all telephone
                calls, mail (both U.S. Mail and electronic mail) which are
                intended for Seller's personnel or Seller, to the new
                telephone number which will be provided from time to time by
                Seller to Purchaser.  Purchaser and Seller agree to
                cooperate and provide appropriate notification of this
                transaction to existing health card customers and
                vendors of the Seller.  Seller shall retain its current
                Internet homepage addresses and domain names, and the
                parties shall cooperate in good faith with each other to
                disconnect the link sites used in the Business from
                the Seller's homepage addresses.

<PAGE>

       7.6      BINDING EFFECT.

                Subject to Section 7.4, this Agreement shall be binding upon
                and inure to the benefit of the successors and permitted
                assigns of the parties hereto.

       7.7.     GOVERNING LAW.

                This Agreement shall be construed in accordance with, and
                governed by, the laws of the State of Minnesota.

       7.8.     COUNTERPARTS.

                This Agreement may be executed in any number of counterparts,
                each of which shall constitute an original and all of
                which shall constitute one agreement.

       7.9.     AMENDMENT OR MODIFICATION.

                This Agreement may not be modified or amended except by a
                written instrument duly executed by each of the parties
                hereto.

       7.10.    ENTIRE AGREEMENT.

                This Agreement (including the Exhibits and Schedules)
                constitutes the sole understanding of the parties with
                respect to the matters provided for herein and supersedes any
                previous agreements and understandings between the parties
                with respect to the subject matter hereof.

       7.11.    NO THIRD PARTY BENEFICIARIES.

                Except as expressly permitted by this Agreement, nothing in
                this Agreement will confer any rights upon any person or
                entity which is not a party or permitted assignee of a party
                to this Agreement.

       7.12.    SURVIVAL OF COVENANTS.

                Each party to this Agreement agrees that all covenants and
                agreements of the parties hereto will survive the closing of
                the transactions contemplated by this Agreement, and none of
                such covenants and agreements will merge into the closing.

       7.13.    ARBITRATION.

                Any controversial claim arising out of or relating to this
                Agreement, or the making, performance or interpretation
                thereof, including without limitation, alleged fraudulent
                inducement thereof, will be settled by binding arbitration in
                Minneapolis, Minnesota by a panel of three arbitrators in
                accordance with the commercial arbitration rules of the
                American Arbitration Association. Judgment upon any
                arbitration award may be entered in any court having
                jurisdiction thereof, and the parties consent to the
                jurisdiction of the courts of the State of Minnesota for this
                purpose.

<PAGE>

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed as of the date first written above.

PURCHASER:                                SELLER:

ELTRAX HEALTH CARD SOLUTIONS, LLC         ELTRAX SYSTEMS, INC.
a Delaware limited liability company      a Minnesota corporation


By:      /s/ Scott Johnson                By:     /s/ Mack V. Traynor, III
     -------------------------------           ------------------------------
         Scott Johnson                         Mack V. Traynor, III
Its:     President                        Its: President and Chief Executive
                                               Officer

EMX, LLC
a Delaware limited liability company


By:      /s/ Donald A. Giallorenzo
     -------------------------------
         Donald A. Giallorenzo
Its:  Vice President and Treasurer


AMERICAS TOWER PARTNERS
a New York general partnership


By:      /s/ Donald A. Giallorenzo
     -------------------------------
         Donald A. Giallorenzo
Its:     Controller
     -------------------------------