<PAGE>

Date of Issuance:  September 23, 1997



                      THIS WARRANT AND THE WARRANT SHARES HAVE
                    NOT BEEN REGISTERED UNDER THE SECURITIES ACT
                  OF 1933, AS AMENDED, NOR REGISTERED OR QUALIFIED
                    UNDER ANY STATE SECURITIES LAWS, AND MAY NOT
                    BE PLEDGED, HYPOTHECATED, SOLD, TRANSFERRED
                   OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED
                       OR AN EXEMPTION THEREFROM IS AVAILABLE

                          WARRANT TO PURCHASE COMMON STOCK
                                         OF
                                ELTRAX SYSTEMS, INC.


     THIS CERTIFIES THAT, for One and 00/100 Dollars ($1.00) and other good 
and valuable consideration received,   BROADLAND CAPITAL PARTNERS, L.P. 
("BROADLAND"), the holder of this Warrant or his assigns (the "Holder"), is 
entitled to purchase from Eltrax Systems, Inc., a Minnesota corporation (the 
"Company"), at the per share exercise price (subject to adjustment as 
provided in Section 6 hereof) of Six and 00/100 Dollars ($6.00) (the 
"Exercise Price"), 240,000 shares (the "Warrant Shares") (subject to 
adjustment as provided in Section 6 hereof) of the Company's common stock, 
$0.01 par value (the "Common Stock").

     SECTION 1.     VESTING, TERM OF WARRANT, RESTRICTIONS ON TRANSFER, 
EXERCISE OF WARRANT.

SECTION 1.1.        VESTING.  The right to purchase Warrant Shares under this 
Warrant shall be subject to two separate vesting requirements, both of which 
must be satisfied.  The first vesting requirement is as follows:

     a)   When the closing price of the Common Stock for five (5) consecutive 
          trading days equals or exceeds an average price per share 
          (non-weighted) of Eight and 00/100 Dollars ($8.00), then the right 
          to purchase the first 60,000 of the Warrant Shares shall thereafter 
          meet the first vesting requirement.

     b)   When the closing price of the Common Stock for five (5) consecutive 
          trading days equals or exceeds an average price per share 
          (non-weighted) of Ten and 00/100 Dollars ($10.00), then the right 
          to purchase the second 60,000 of the Warrant Shares shall 
          thereafter meet the first vesting requirement.

     c)   When the closing price of the Common Stock for five (5) consecutive 
          trading days equals or exceeds an average price per share 
          (non-weighted) of Twelve and 00/100 Dollars ($12.00), then the 
          right to purchase the third 60,000 of the Warrant Shares shall 
          thereafter meet the first vesting requirement.

                                    1
<PAGE>

     d)   When the closing price of the Common Stock for five (5) consecutive 
          trading days equals or exceeds an average price per share 
          (non-weighted) of Fifteen and 00/100 Dollars ($15.00), then the 
          right to purchase the fourth 60,000 of the Warrant Shares shall 
          thereafter meet the first vesting requirement.

With respect to each of the 60,000 Warrant Shares referenced in Section 1.1 (a,
b, c, & d), the right to purchase 2,500 Warrant Shares shall meet the second
vesting requirement on the first day of each month, beginning October 1, 1997. 
Notwithstanding the foregoing, in the event that the Company is a party to a
merger or consolidation, which has the effect of changing the control of the
Company's board of directors (or if any other company is the surviving
corporation of such merger or consolidation, control of the surviving
corporation's board of directors is not held by members of the Company's board
of directors), and if William P. O'Reilly is not the Chairman of the board of
directors of the surviving corporation, then the right to purchase all of the
Warrant Shares shall immediately vest.  Notwithstanding the foregoing, in the
event that the letter agreement between the Company and Broadland, dated
February 9, 1996 is terminated by either party, for any reason whatsoever, then
the right to purchase any Warrant Shares which is not then fully vested shall
immediately terminate.

     SECTION 1.2.   TERM OF WARRANT.  Subject to the terms of this Warrant, the
Holder shall have the right, at the Holder's option, which may be exercised in
whole or in part, at any time commencing at the time of the issuance of this
Warrant and until 5:00 p.m. Eastern Daylight Savings Time on September 30, 2002
(the "Warrant Expiration Date"), to purchase from the Company the number of
fully vested Warrant Shares that the Holder may at the time be entitled to
purchase on exercise of this Warrant.  After such time, this Warrant will be
void.

     SECTION 1.3.   RESTRICTIONS ON TRANSFER.  The Warrants and the Warrant
Shares will be restricted securities as defined under the Securities Act of
1933, as amended (the "Act") and therefore will not be transferable except in
compliance with applicable federal and state securities laws, including Rule 144
adopted under the Act.  Unless Warrant Shares shall have been duly registered
under the Act and any applicable state securities laws, certificates
representing such shares shall bear a legend comparable to the legend on the
first page of this Warrant regarding restrictions on transfer.  Unless the
transfer restrictions have been terminated pursuant to Section 8 hereof, the
Holder agrees to give written notice to the Company before offering for sale,
selling or otherwise disposing of any of the Warrants or Warrant Shares, except
when such offer, sale or other disposition is made pursuant to a registration
statement then in effect under the Act and any applicable state securities laws.
The notice shall describe briefly the manner of any proposed offer, sale or
other disposition and shall be accompanied by a written opinion of counsel for
such Holder, which counsel and opinion shall be reasonably satisfactory to the
Company to the effect that the proposed offer, sale or other disposition of such
Warrants or Warrant Shares may be effected without registration under the Act or
any applicable state securities laws.

                                      2
<PAGE>

     SECTION 1.4.   EXERCISE OF WARRANT.  This Warrant may be exercised upon 
surrender hereof to the Company at its principal office, together with the 
Purchase Form attached hereto duly filled in and signed, and upon payment to 
the Company of an amount equal to the product of the Exercise Price and the 
number of fully vested Warrant Shares being purchased (the "Aggregate 
Exercise Price").

     Subject to Section 1.3 and to Section 3 hereof, upon such surrender of 
this Warrant and payment of the Aggregate Exercise Price, the Company shall 
issue and cause to be delivered with all reasonable dispatch to or upon the 
written order of the Holder and in such name or names as the Holder may 
designate, a certificate or certificates for the number of full Warrant 
Shares so purchased upon the exercise of this Warrant.  Such certificate or 
certificates shall be deemed to have been issued and any person so designated 
to be named therein shall be deemed to have become a holder of record of such 
Warrant Shares as of the date of the surrender of this Warrant and payment of 
the Aggregate Exercise Price.  If this Warrant shall have been exercised only 
in part, the Company shall, at the time of delivery of such certificate or 
certificates, deliver to the Holder or the Holder's designated nominee a new 
Warrant evidencing the rights to purchase the remaining shares of Warrant 
Shares called for by this Warrant, which new Warrant shall in all other 
respects be identical to this Warrant.

     SECTION 2.     EXCHANGE OF WARRANT.  Subject to Section 1.3 and Section 
3 hereof, this Warrant may be exchanged for another Warrant or Warrants 
entitling the Holder, or any designated transferee or transferees of the 
Holder, to purchase a like aggregate number of Warrant Shares as this Warrant 
then entitles such Holder to purchase.  Any Holder desiring to exchange this 
Warrant shall make such request in writing delivered to the Company, and 
shall surrender this Warrant, properly endorsed.  Thereupon, the Company 
shall execute and deliver to the person entitled thereto a new Warrant or 
Warrants, as the case may be, as so requested.

     SECTION 3.     PAYMENT OF TAXES.  The Company will pay all documentary 
stamp taxes, if any, attributable to the initial issuance of any Warrant 
Shares upon the exercise of this Warrant; PROVIDED, HOWEVER, that the Company 
shall not be required to pay any tax or taxes which may be payable in respect 
of any transfer involved in the issue or delivery of any Warrant or 
certificate for Warrant Shares in a name other than that of the Holder of 
this Warrant as such name is then shown on the books of the Company.

     SECTION 4.     MUTILATED OR MISSING WARRANT. Upon receipt of evidence 
satisfactory to the Company of the ownership of and the loss, theft, 
destruction or mutilation of this Warrant and, in the case of any such loss, 
theft or destruction, upon receipt of reasonably satisfactory indemnification 
or, in the case of any such mutilation, upon surrender and cancellation of 
such Warrant, the Company will make and deliver, in lieu of such lost, 
stolen, destroyed or mutilated Warrant, a new Warrant of like tenor and 
representing the right to purchase the same aggregate number of Warrant 
Shares.  Any such new Warrant executed and delivered shall constitute an 
additional contractual obligation on the part of the Company, whether or not 
the Warrant so lost, stolen, destroyed or mutilated shall be at any time 
enforceable by anyone.

                                 3
<PAGE>

     SECTION 5.     CERTAIN COVENANTS.

     SECTION 5.1.   RESERVATION OF WARRANT SHARES.  There have been reserved, 
and the Company shall at all times keep reserved, out of its authorized 
Common Stock, a number of shares of Common Stock sufficient to provide for 
the exercise of the rights of purchase represented by this Warrant. Any 
transfer agent for the Common Stock and any successor transfer agent for the 
Common Stock is hereby irrevocably authorized to cause to be issued from time 
to time the share certificates required to honor this Warrant upon its 
exercise in accordance with the terms hereof.  The Company will supply any 
such transfer agent with duly executed share certificates for such purpose.

     SECTION 5.2.   NO IMPAIRMENT.  The Company shall not by any action, 
including, without limitation, amending its Articles of Incorporation, any 
reorganization, transfer of assets, consolidation, merger, dissolution, issue 
or sale of securities or any other voluntary action, avoid or seek to avoid 
the observance or performance of any of the terms of this Warrant, but will 
at all time in good faith assist in the carrying out of all such terms and in 
the taking of all such action as may be necessary or appropriate to protect 
the rights of the Holder against impairment.  Without limiting the generality 
of the foregoing, the Company will (a) take all such action as may be 
necessary or appropriate in order that the Company may validly issue fully 
paid and nonassessable Common Stock upon the exercise of this Warrant and (b) 
obtain all such authorizations, exemptions or consents from any public 
regulatory body having jurisdiction thereof as may be necessary to enable the 
Company to perform its obligations under this Warrant.

     SECTION 5.3.   LISTING.  If the Company shall list any of its Common 
Stock on any securities exchange or automated quotation system, it will, at 
its expense, list thereon, maintain and, when necessary, increase such 
listing of, all of its Common Stock issued or, to the extent permissible 
under the applicable securities exchange or quotation system rules, issuable 
upon the exercise of this Warrant so long as any of its Common Stock shall be 
so listed.

     SECTION 6.     ANTI-DILUTION AND OTHER ADJUSTMENT PROVISIONS.

     SECTION 6.1.   COMMON STOCK DIVIDENDS, SUBDIVISIONS, COMBINATIONS.  If 
the Company shall:  (a) pay or make a dividend or other distribution to all 
holders of its Common Stock in shares of Common Stock, (b) subdivide, split 
or reclassify the outstanding shares of its Common Stock into a larger number 
of shares, or (c) combine or reclassify the outstanding shares of its Common 
Stock into a smaller number of shares, then in each case the Warrant Shares 
shall be adjusted to equal the number of such shares to which the Holder of 
this Warrant would have been entitled upon the occurrence of such event had 
this Warrant been exercised immediately prior to the happening of such event 
or, in the case of a stock dividend or other distribution, prior to the 
record date for determination of such shareholder entitled thereto, and the 
Exercise Price shall be proportionately adjusted.  An adjustment made 
pursuant to this Section 6.1 shall become effective immediately after such 
record date, in the case of a dividend or distribution, and immediately after 
the effective date, in the case of a subdivision, split, combination or 
reclassification.

                                      4

<PAGE>

     SECTION 6.2.   REORGANIZATION OR RECLASSIFICATION.  In case of any 
capital reorganization or any reclassification of the Common Stock of the 
Company (whether pursuant to a merger of consolidation or otherwise), this 
Warrant shall thereafter be exercisable for the number of shares of stock or 
other securities or property receivable upon such capital reorganization or 
reclassification of Common Stock, as the case may be, by a Holder of the 
number of shares of Common Stock into which this Warrant was exercisable 
immediately prior to such capital reorganization or reclassification of 
Common Stock; and, in any case, appropriate adjustment shall be made in the 
application of the provisions herein set forth with respect to the rights and 
interests thereafter of the Holder of this Warrant such that the provisions 
set forth herein shall thereafter be applicable, as nearly as reasonably may 
be, in relation to any shares of stock or other securities or property 
thereafter deliverable upon the exercise of this Warrant.

     SECTION 6.3.   DISTRIBUTIONS OF ASSETS OR SECURITIES OTHER THAN COMMON 
STOCK.  In case the Company shall, by dividend or otherwise, distribute to 
all holders of its Common Stock shares of any of its capital stock (other 
than Common Stock), rights or warrants to purchase any of its securities, 
cash (other than dividends paid out of net surplus or current or retained 
earnings), other assets or evidences of its indebtedness, then in each case 
the Exercise Price shall be reduced by the fair market value (as determined 
in good faith by the Board of Directors of the Company) of the portion of the 
securities, cash, assets or evidences of indebtedness so distributed 
applicable to one share of Common Stock.  An adjustment made pursuant to this 
Section 6.3 shall become effective immediately after such distribution date.

     SECTION 6.4.   NOTICE OF CERTAIN CORPORATION TRANSACTIONS.  The Company 
shall promptly mail to the Holder a notice of any proposed dividend, merger, 
dissolution, liquidation or winding up of the Company, stating the proposed 
record date (if any) or effective date for any such transaction and briefly 
describing the transaction.

     SECTION 6.5.   NO ADJUSTMENT OR READJUSTMENT IN CERTAIN CIRCUMSTANCES.  
The Company shall not make any adjustment or readjustment of any of the 
Exercise Price or the number of Warrant Shares in the case of:  (a) the 
exercise of this Warrant, or (b) the issuance or sale by the Company of 
Common Stock or rights or options pursuant to, or the adjustment of the 
exercise price, or the exercise or termination, of rights or options issued 
pursuant to, any employee stock option or similar plan of the Company, or (c) 
except as specifically provided in this Section 6, by reason of the issuance 
of shares of Common Stock or any other securities of the Company in exchange 
for cash, property or services or other consideration.

     SECTION 6.6.   CERTIFICATE OF ADJUSTMENT.  Upon the occurrence of each 
adjustment or readjustment pursuant to this Section 6, the Company, at its 
expense, shall as promptly as practicable compute such adjustment or 
readjustment in accordance with the provisions of this Section 6, and prepare 
and furnish to the Holder a certificate setting forth such adjustment or 
readjustment and showing in reasonable detail the facts upon which such 
adjustment or readjustment in based.

                                       5
<PAGE>

     SECTION 7.     REGISTRATION RIGHTS.

     SECTION 7.1.   INCIDENTAL REGISTRATION.  Until such time as any of the 
Warrant Shares may be sold pursuant to the provisions of Rule 144 adopted 
under the Act, whenever the Company proposes to file a registration statement 
with the Securities and Exchange Commission (the "Commission") for an 
offering of the sale of Common Stock for cash consideration only, if such 
registration statement would permit the inclusion of Warrant Shares to be 
sold on behalf of the Holder pursuant to the rules of the Commission, it 
will, prior to such filing, give prompt written notice to the Holder of its 
intention to do so and, upon the written request of the Holder given within 
twenty (20) days after the Company provides such notice, which request will 
state the intended method of disposition of the Warrant Shares (the 
"Disposition Method"), the Company will, subject to the other provisions of 
this Section 7, cause all Warrant Shares which the Company has been requested 
by the Holder to register to be included in such registration statement to 
the extent necessary to permit their sale or other disposition in accordance 
with the Disposition Method; PROVIDED THAT the Company will have the right to 
postpone or withdraw any registration effected pursuant to this Section 7 
without obligation to the Holder. 

     In connection with any offering under this Section 7.1 involving an 
underwriting, the Company will not be required to include any Warrant Shares 
in such underwriting unless the Holder accepts the terms of the underwriting 
as agreed upon between the Company and the underwriters selected by it and 
applicable to all other sellers of shares in such offering, and then only in 
such quantity as will not, in the reasonable opinion of the underwriters, 
jeopardize the success of the offering by the Company.  If in the reasonable 
opinion of the managing underwriter the registration of all, or part of, the 
Common Stock which the Holder and other shareholders have requested to be 
included would materially and adversely affect such public offering, then the 
Company will be required to include in the underwriting only that number of 
shares, if any, which the managing underwriter reasonably believes may be 
sold without causing such adverse effect.  If the shares of Common Stock to 
be included in the underwriting in accordance with the foregoing is fewer 
than the total number of shares which the Holder and other shareholders have 
requested to be included, then the Holder and other holders of shares of 
Common Stock entitled to include shares of Common Stock in such registration 
will participate in the underwriting PRO RATA based upon the number of shares 
the Holder and each such holder of Common Stock has requested to be included 
in such registration.

     SECTION 7.2.   OTHER PROVISIONS RELATING TO REGISTRATION RIGHTS. In 
connection with any registration pursuant to this Section 7, the company will:

          (a)  use all reasonable efforts to cause such registration statement
     to become and remain effective for not less than thirty (30) days (the
     Holder hereby agreeing to furnish the Company, within fifteen (15) days
     following a request by the Company, with such information concerning the
     Holder to be included in such registration statement as may be reasonably
     requested by the Company), it being understood and acknowledged that the
     Company may be required to suspend effectiveness of such registration
     statement or notify the Holder to suspend any effort to effect sales of the
     Common Stock if the Company is attempting to consummate an acquisition or
     sale that would materially affect the Company's business;

                                   6
<PAGE>

          (b)  furnish to the Holder and the underwriters, if any, participating
     in such registration such reasonable number of copies of the registration
     statement, each amendment thereto, preliminary prospectus, final
     prospectus, each amendment thereto, and other such documents as the Holder
     and underwriters, if any, may reasonably request in order to facilitate the
     public offering of such securities;

          (c)  use its good faith reasonable efforts to register or qualify the
     securities covered by such registration statement under such state
     securities or blue sky laws of such jurisdictions as the Holder may
     reasonably request in writing within twenty (20) days following the
     original filing of such registration, except that the Company will not for
     any purpose be required to qualify to do business as a foreign corporation
     in any jurisdiction wherein it is not so qualified;

          (d)  notify the Holder, promptly after it will receive notice thereof,
     of the time when such registration statement has become effective or a
     supplement to any prospectus forming a part of such registration statement
     has been filed;
          (e)  notify the Holder promptly of any request by the Commission for
     the amending or supplementing of such registration statement or prospectus
     or for additional information;

          (f)  prepare and file with the Commission, promptly upon the
     reasonable request of the Holder, any amendments or supplements to such
     registration statement or prospectus which, in the opinion of counsel for
     the Holder (and concurred in by counsel for the Company), is required under
     the Act or the rules and regulations thereunder in connection with the
     distribution of the Warrant Shares by the Holder;

          (g)  prepare and promptly file with the Commission and promptly notify
     the Holder of the filing of such amendment or supplement to such
     registration statement or prospectus as may be necessary to correct any
     statements or omissions if, at the time when a prospectus relating to such
     securities is required to be delivered under the Act, any event has
     occurred as the result of which any such prospectus or any other prospectus
     as then in effect would include an untrue statement of a material fact or
     omit to state any material fact necessary to make the statements therein,
     in the light of circumstances in which they were made, not misleading;

          (h)  advise the Holder, promptly after the Company receives notice or
     obtains knowledge thereof, of the issuance of any stop order by the
     Commission suspending the effectiveness of such registration statement or
     the initiation or threatening of any proceeding for that purpose and
     promptly use its good faith, reasonable efforts to prevent the issuance of
     any stop order or to obtain its prompt withdrawal if such stop order should
     be issued.

                                       7

<PAGE>


          (i)  if an underwriter is used by the Holder and approved by the
     Company, enter into an underwriting agreement that is satisfactory to the
     Company and the Holders.

          (j)  upon the request of one or more holders of Warrant Shares then
     being registered, the Company will cooperate with any underwriters (as
     defined in the Act) for the requesting party approved by the Company (which
     approval will not be unreasonably withheld), including, without limitation,
     providing such information, certificates, comfort letters of accountants
     and opinions of counsel as may be customarily and reasonably requested by
     such underwriters.

          (k)  pay all fees, disbursements and expenses in connection with the
     registration, including, without limitation, all registration and filing
     fees, printing expenses, fees and disbursements of counsel for the Company
     and expenses of complying with applicable securities or blue sky laws, but
     excluding Holder's attorney's fees and any underwriter's fees or
     commissions.

          (l)  With a view to making available the benefits of certain rules and
     regulations of the Commission which may permit the sale of restricted
     securities (as that term is used in Rule 144 under the Act) to the public
     without registration, the Company agrees to:

     
               (1)  use its reasonable efforts to make and keep public
                    information available, as those terms are understood and
                    defined in Rule 144; 

               (2)  use its reasonable efforts to file with the Commission in a
                    timely manner all reports and other documents required by
                    the Company under the Act and the Exchange Act so as to
                    permit the Holders to sell the Warrant Shares pursuant to
                    Rule 144; and
     
               (3)  so long as a Holder owns any Warrant Shares, furnish to
                    Holders upon request a written statement by the Company as
                    to its compliance with the reporting requirements under the
                    Exchange Act and the Act as required by Rule 144, a copy of
                    the most recent annual or quarterly report of Company and
                    such other reports and documents so filed as such Holder may
                    reasonably request in availing itself of any rule or
                    regulation of the Commission allowing such Holder to sell
                    any Warrant Shares without registration.
               
SECTION 7.3.   INDEMNIFICATION RELATING TO REGISTRATION OF WARRANT SHARES.  
In the event of any registration of any Warrant Shares under the Act pursuant 
to this Warrant, Company will indemnify and hold harmless the seller of such 
Warrant Shares, each underwriter of such Warrant Shares, and each other 
person, if any, who controls such seller or underwriter within the meaning of 
the Act or the Exchange Act against any losses, claims, damages or 
liabilities, joint or several, to which such seller, underwriter or 
controlling person may become subject under the Act, the 

                                  8

<PAGE>



Exchange Act, state securities or blue sky laws or otherwise, insofar as such 
losses, claims, damages or liabilities (or actions in respect thereof) arise 
out of or are based upon any untrue statement or alleged untrue statement of 
material fact contained in any registration statement, any preliminary 
prospectus or final prospectus contained in the registration statement, or 
any amendment or supplement to such registration statement, or arise out of 
or are based upon the omission or alleged omission to state a material fact 
required to be stated therein or necessary to make the statements therein not 
misleading; and the Company will reimburse such seller, underwriter and each 
such controlling person for any legal or any other expenses reasonably 
incurred by such seller, underwriter or controlling person in connection with 
investigating or defending any such loss, claim, damage, liability or action; 
PROVIDED, HOWEVER, that the Company will not be liable in any such case to 
the extent that any such loss, claim, damage or liability arises out of or is 
based upon any untrue statement or omission made in such registration 
statement, preliminary prospectus or prospectus, or any such amendment or 
supplement, in reliance upon and in conformity with information furnished to 
the Company, in writing, by or on behalf of any seller, underwriter or 
controlling person specifically for use in the preparation thereof. 

     In the event of any registration of any Warrant Shares under the Act, 
each seller of Warrant Shares ("Seller"), severally and not jointly, will 
indemnify and hold harmless the Company, each of its directors and officers 
and each underwriter (if any) and each person, if any, who controls the 
Company or any such underwriter within the meaning of the Act or the Exchange 
Act against any losses, claims, damages or liabilities, joint or several, to 
which the Company, such directors and officers, underwriter or controlling 
person may become subject under the  Act, Exchange Act, state securities or 
blue sky laws or otherwise insofar as such losses, claims, damages or 
liabilities (or actions in respect thereof) arise out of or are based upon 
any untrue statement or alleged untrue statement of material fact contained 
in any registration statement under which such shares were registered under 
the Act, any preliminary prospectus or final prospectus contained in the 
registration statement, or any amendment or supplement to the registration 
statement, or arise out of or are based upon any omission or alleged omission 
to state a material fact required to be stated therein or necessary to make 
the statements therein not misleading, if the statement or omission was made 
in reliance upon and in conformity with information furnished in writing to 
the Company by or on behalf of such Seller, specifically for use in 
connection with the preparation of such registration statement, prospectus, 
amendment or supplement.

     Each party entitled to indemnification under this Section 7.4 (the 
"Indemnified Party") will 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 will 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 will conduct the defense of such claim or litigation, 
will be approved by the Indemnified Party (whose approval will not be 
unreasonably withheld); and PROVIDED, FURTHER, that the failure of any 
Indemnified Party to give notice as provided herein will not relieve the 
Indemnifying Party of its obligations under this Section 7.4 to the extent 
such Indemnifying Party was not harmed by such failure.  The Indemnified 
Party may participate in such defense at such party's expense; PROVIDED, 
HOWEVER, that the Indemnifying Party will pay such expense if representation 
of such Indemnified Party by the counsel retained by the Indemnifying Party 
would be inappropriate due to actual or potential 

                                9
<PAGE>

differing interests between the Indemnified Party and any other party 
represented by such counsel in such proceeding.  No Indemnifying Party, in 
the defense of any such claim or litigation will, 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 of such claim or litigation, and no Indemnified Party 
will consent to entry of any judgment or settle such claim or litigation 
without the prior written consent of the Indemnifying Party.

     In order to provide for just and equitable contribution to joint 
liability under the Act in circumstances in which the indemnity provisions 
provided for in this section are for any reason held to be unavailable to the 
indemnified parties although applicable in accordance with its terms; then, 
in each such case, the Company and such Seller will contribute to the 
aggregate losses, claims, damages or liabilities to which they may be subject 
(after contribution from others) in such proportions as shall be appropriate 
to reflect the relative fault of the Company, on the one hand, and the 
Seller, on the other hand, with such relative fault determined by reference 
to, among other things, whether the untrue or alleged untrue statement of a 
material fact or the omission or alleged omission to state a material fact 
relates to information supplied by the Company or by the Seller, and the 
parties' relative intent, knowledge, access to information and opportunity to 
correct or prevent such statement or omission; PROVIDED, HOWEVER, that, in 
any such case no person or entity guilty of fraudulent misrepresentation, 
within the meaning of Section 22(f) of the Act, shall be entitled to 
contribution from any person or entity who is not guilty of such fraudulent 
misrepresentation.

     SECTION 8.     TERMINATION OF RESTRICTIONS.  The restrictions imposed by 
Section 1.3 hereof upon the transferability of any Warrant Shares shall cease 
and terminate as to any Warrant Shares (a) when such securities shall have 
been effectively registered under the Act and any applicable state securities 
laws and disposed of in accordance with the registration statement(s) 
covering such securities, or (b) when, in the opinions of both counsel for 
the Holder and counsel for the Company, such restrictions are no longer 
required in order to insure compliance with the Act and applicable state 
securities laws.  Whenever such restrictions shall terminate as to any 
Warrant Shares, the Holder shall be entitled to receive from the Company, 
without expense (other than transfer taxes, if any), new securities of like 
tenor not bearing a legend as to restrictions on transfer.

     SECTION 9.     NO RIGHTS AS A SHAREHOLDER; NOTICES TO THE HOLDER.  
Nothing contained in this Warrant shall be construed as conferring upon the 
Holder or its transferees the right to vote or to receive dividends or to 
consent or to receive notice as a shareholder in respect of any meeting of 
shareholders for the election of directors of the Company or any other 
matter, or any rights whatsoever as a shareholder of the Company.  If, 
however at any time prior to the expiration of this Warrant and prior to its 
exercise, any of the following events shall occur:

          (a)  the Company shall declare any dividend payable in any securities
     upon its Common Stock or make any distribution to the holders of its Common
     Stock;

                                       10
<PAGE>



          (b)  the Company shall offer to the holders of its Common Stock any
     additional Common Stock or securities convertible into Common Stock or any
     right to subscribe thereto; or

          (c)  a reclassification, consolidation, merger or sale or all or
     substantially all of the Company's property, assets and business as an
     entirety or a dissolution, liquidation or winding up of the Company shall
     be proposed;


then in any one or more of such events, the Company shall give notice in 
writing of such event to the Holder as provided in Section 11 hereof at least 
twenty (20) days prior to the date fixed as a record date for the 
determination of the shareholders entitled to such dividend, distribution or 
subscription rights, or for the determination of shareholders entitled to 
vote on such proposed reclassification, consolidation, merger, sale, 
dissolution, liquidation or winding up.  Such notice shall specify such 
record date.  Failure to mail such notice or any defect in such notice or in 
the mailing of the notice shall not affect the validity of any action taken 
in connection with such dividend, distribution or subscription rights, or 
proposed dissolution, liquidation or winding up.

     SECTION 10.    REPRESENTATIONS AND WARRANTIES.  The Company hereby
represents and warrants to the Holder as follows:

          (a)  The Company is a corporation duly organized with its principal
     place of business in Michigan, validly existing and in good standing under
     the laws of the State of Minnesota, and has full power and lawful authority
     to carry on its business;

          (b)  The Company has the full corporate power to execute, deliver and
     issue this Warrant and to carry out its obligations hereunder; the
     execution, delivery and issuance of this Warrant, and delivery and issuance
     of Warrant Shares upon exercise of this Warrant, have been duly and validly
     authorized by the Board of  Directors of the Company; no other corporate
     acts or proceedings on the part of the  Company are necessary to authorize
     this Warrant or the Warrant Shares; and this Warrant constitutes a valid
     and legally binding obligation of the Company, enforceable against the
     Company in accordance with its terms, subject only to applicable
     bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium,
     or other laws and equitable principles of general appreciation relating to
     or affecting the enforcement of  creditor's rights and remedies.

          (c)  The Warrant Shares will, when issued pursuant to this Warrant, be
     duly authorized and validly issued, fully paid and nonassessable, and not
     subject to preemptive rights;

          (d)  No consent or approval by, or filing with, any governmental
     authority is required in connection with the execution, delivery and
     issuance by the Company of this Warrant or the delivery and issuance of the
     Warrant Shares other than such as have been obtained or made (or as may be
     required in the future under applicable securities laws in connection with
     the transfer or exercise of this Warrant or the resale of the Warrant
     Shares); and

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<PAGE>
          (e)  The execution, delivery, issuance of this Warrant and the
     delivery and issuance of the Warrant Shares will not result in the
     violation of any term or provision of the charter or by-laws of the Company
     or any loan agreement, indenture, note or other instrument, or decree,
     order, statute, rule or regulation applicable to the Company (subject,
     however, to compliance with applicable securities laws in connection with
     the transfer or exercise of this Warrant or the resale of the Warrant
     Shares).

     SECTION 11.    NOTICES.  Any notice pursuant to this Warrant by the 
Company or by the Holder shall be in writing and shall be mailed first class,
postage prepaid, or delivered (a) to the Company, at its principal office at
2000 Town Center, Suite 690, Southfield, Michigan 48075, or (b) to the Holder,
at its or his address as indicated in the books and records of the Company. 
Either party may from time to time change the address to which notices to it are
to be delivered or mailed under this Warrant by notice in writing to the other
party.

     SECTION 12.    SUCCESSORS.  All the covenants and provisions of this
Warrant by or for the benefit of the Company or the Holder shall bind and inure
to the benefit of their respective successors and assigns.

     SECTION 13.    APPLICABLE LAW.  This Warrant shall be governed by and
construed in accordance with the laws of the State of Michigan without giving
effect to principles of conflict of laws.

     SECTION 14.    CAPTIONS.  The captions of the Sections and subsections of
this Warrant have been inserted for convenience only and shall have no
substantive effect.


     IN WITNESS WHEREOF, the undersigned has executed this Warrant this 23d day
of September, 1997.

                               ELTRAX SYSTEMS, INC.
                              
                              
                              By: /s/ William P. O'Reilly
                                 ----------------------------
                                   William P. O'Reilly
                                   Chairman and CEO
                              


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<PAGE>

                                ELTRAX SYSTEMS, INC.
                                          
                                   PURCHASE FORM


     The undersigned hereby irrevocably elects to exercise the within Warrant 
to purchase _________ shares of Common Stock of Eltrax Systems, Inc., hereby 
makes payment of $___________ in payment of the Aggregate Exercise Price 
thereof, and requires that certificates for such shares be issued in the name 
of:

                                                                 
_______________________________________________________________________________
               (Please Print Name and Social Security No.)
                                          
_______________________________________________________________________________
                         (Street Address)
                                          
_______________________________________________________________________________
                    (City, State and Zip Code)
                                          

DATED:________________________ , ______

Name of Warrantholder or Assignee:_____________________________________________
                                        (Please Print)

Address:_______________________________________________________________________

        _______________________________________________________________________

Signature:_____________________________________________________________________









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<PAGE>


                                    ASSIGNMENT

                                          
                   (To be signed only upon assignment of Warrant)


     FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

                                                                 
_______________________________________________________________________
               (Name of Assignee Must be Printed or Typewritten)


_______________________________________________________________________
                         (Street Address)


_______________________________________________________________________
                    (City, State and Zip Code)

the within Warrant, irrevocably constituting and appointing
_______________________________ Attorney to transfer such Warrant on the books
of the Company, with full power of substitution in the premises.

DATED:______________________ , ______



______________________________
Signature of Registered Holder








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