<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 1

              [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended: December 31, 1998

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

              FOR THE TRANSITION PERIOD FROM ________ TO _________

                         Commission File Number 0-22190

                              ELTRAX SYSTEMS, INC.
                  (Name of issuer as specified in its charter)

        MINNESOTA                                            41-1484525
(State or other jurisdiction of                     (I.R.S. Employer I.D. No.)
incorporation or organization)

                                2000 TOWN CENTER
                                    SUITE 690
                              SOUTHFIELD, MI 48075
                    (Address of principal executive offices)

                                 (248) 358-1699
                           (Issuer's telephone number)

   Securities registered pursuant to Section 12(b) of the Exchange Act: NONE

      Securities registered pursuant to Section 12(g) of the Exchange Act:
                         COMMON STOCK, $0.01 PAR VALUE

     Check whether the issuer (1) filed all reports required to be filed by 
Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or 
for such shorter period that the registrant was required to file such 
reports), and (2) has been subject to such filing requirements for the past 
90 days. Yes X No .

     Check if disclosure of delinquent filers pursuant to Item 405 of 
Regulation S-K is not contained herein and no disclosure will be contained, 
to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-K or any 
amendment to this Form 10-K. [ X ]

     As of MARCH 18, 1999, 13,039,938 shares of Common Stock of the 
registrant were outstanding, and the aggregate market value of the Common 
Stock of the registrant as of that date (based upon the last reported sale 
price of the Common Stock reported on that date by the NASDAQ Small Cap 
Market), excluding outstanding shares beneficially owned by directors and 
officers, was $44,744,409.

DOCUMENTS INCORPORATED BY REFERENCE

None


<PAGE>

This Form 10-K/A is being filed solely to report the information required 
under Items 10, 11, 12, and 13. Item 4a from the Company's original Annual 
Report on Form 10-K is hereby deleted as such information is included in Item 
10 of this Form 10-K/A. This information was originally to be incorporated by 
reference from the Company's Proxy Statement for its Annual Meeting of 
Shareholders scheduled to be held on May 25, 1999. The Company has 
rescheduled the meeting for June 1999 and is accordingly providing the 
required information herein.

ITEM 10. EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY

     The executive officers and directors of the Company, their ages and the 
offices held, as of April 12, 1999, are as follows:

<TABLE>
<CAPTION>
         NAME                               AGE      POSITION
         -----------------------------      ---      --------
         <S>                                <C>      <C>
         DIRECTORS: 

         William P. O'Reilly                53       Chairman of the Board

         James C. Barnard                   65       Private Investor

         Patrick J. Dirk                    59       Chief Executive Officer of Troy Group, Inc.

         Don G. Hallacy                     43       President and Chief Executive Officer of the 
                                                     Company

         Clunet R. Lewis                    52       Secretary and General Counsel 

         Stephen E. Raville                 51       Chairman of Pointe Communications, Inc.

         Penelope A. Sellers                48       President of the Company's Encore Subsidiary

         Mack V. Traynor, III               41       Former President and Chief Operating Officer of the 
                                                     Company

         EXECUTIVE OFFICERS (EXCLUDING DIRECTORS):

         Edward C. Barrett                  50       Executive Vice President

         Terri S. Allen                     44       Vice President-Sales and Marketing

         Nicholas J. Pyett                  39       Chief Financial Officer and Treasurer
</TABLE>
     Information regarding the business experience of the executive officers and
directors is set forth below.

     WILLIAM P. O'REILLY has been Chief Executive Officer of the Company 
since January 1997, Chairman of the Board of Directors since August 1995 and 
a director of the Company since July 1995. For the past 15 years, Mr. 
O'Reilly has been a private investor and entrepreneur who has managed several 
different successful business ventures. In 1989, Mr. O'Reilly formed a group 
of investors to acquire Military Communications Center, Inc., where he served 
as Chairman of the Board and Chief Executive Officer from 1989 to 1994. In 
1986, Mr. O'Reilly founded Digital Signal, Inc., a provider of fiber optic 
capacity to long distance carriers in the telecommunications industry, where 
he served as Chief Executive Officer from 1986 to 1989. In 1981, Mr. O'Reilly 
founded Lexitel Corporation, a long distance carrier (which was subsequently 
acquired by ALC Communications, Inc.), where he served as Chairman of the 
Board and Chief Executive Officer from 1980 to 1984. Mr. O'Reilly is also 
currently a director of Pointe 


                                     2

<PAGE>

Communications, Inc., a builder and operator of international communication 
networks which provides voice, video and data services, and several private 
companies.

     JAMES C. BARNARD has served as a director of the Company since 1997. 
Prior to his retirement, Mr. Barnard served as Chairman and Chief Executive 
Officer of Access America Telemanagement, Inc., a telecommunications 
management company which Mr. Barnard founded in July 1989. Prior to forming 
Access America Telemanagement, Inc., Mr. Barnard served as Chairman and Chief 
Executive Officer of LDX NET, INC., a telecommunications company which merged 
with Wiltel in July 1987 to form the Williams Telecommunications Group, Inc. 
From July 1987 to June 1989, Mr. Barnard served as Vice Chairman of the Board 
of Directors of Williams Telecommunications Group, Inc.

     PATRICK J. DIRK has served as a director of the Company since its 
formation and served as Chairman of the Board from February 1995 until August 
1995. Mr. Dirk served as President and Chief Executive Officer of the Company 
from its formation until September 1985 and as Chairman of the Board from 
formation until May 1989. Mr. Dirk is Chairman of the Board and Chief 
Executive Officer of Troy Group, Inc., an enterprise output solutions 
provider. From 1973 until 1982, Mr. Dirk was employed in various executive 
positions and as a Board member with Kroy Inc., a marketer of automated 
lettering systems.

     DON G. HALLACY was named President, CEO and a director of the Company in 
April 1999. Prior to joining the Company, Mr. Hallacy was with Sprint for 7 
years. At Sprint he held several key senior level positions including Vice 
President - Data Networks Operations, Vice President - Strategic Growth 
Initiatives and Vice President - Technology Integration. As Vice President of 
Data Networks Operations, he oversaw an organization of 1500 people and 
managed all aspects of this high growth area, including network monitoring, 
service delivery, service assurance and system development. In the role of 
Vice President - Strategic Growth Initiatives, Mr. Hallacy played a key role 
in the setting and implementation of Sprint's broadband and application 
services strategy. As Vice President - Technology Integration, he oversaw 
management and development of products for Sprint's business and government 
markets. Mr. Hallacy has also served on the Board of Directors for Iridium 
North America. Prior to joining Sprint, Mr. Hallacy had an extensive 
background in systems development and strategy with McKinsey & Co. and 
Andersen Consulting.

     CLUNET R. LEWIS has served as a director of the Company since August 
1995. From April 1997 he served as General Counsel and Secretary of the 
Company. From September 1996 to March 1997, Mr. Lewis served as Acting Chief 
Financial Officer of the Company. Mr. Lewis was a member of the law firm of 
Jaffe, Raitt, Heuer & Weiss, P.C. for 20 years, ending in 1993. From 1989 to 
1994, Mr. Lewis acted as Secretary, General Counsel and director of Military 
Communications Center, Inc. Since 1993, Mr. Lewis has also served on the 
Board of Directors and the audit committee of Sun Communities, Inc., a New 
York Stock Exchange real estate investment trust.

     STEPHEN E. RAVILLE has been a director of the Company since October 
1997. Since 1996, Mr. Raville has been Chairman of the Board of Pointe 
Communications, Inc. Mr. Raville is also President and controlling 
shareholder of First Southeastern Corp., a private investment company he 
formed in 1992. In 1983, Mr. Raville founded TA Communications, a 
long-distance telephone company, and served as its President. In 1985, in 
conjunction with a merger between TA Communications and Advanced 
Telecommunications ("ATC"), he became Chairman and Chief Executive Officer of 
ATC until the merger of ATC into WorldCom in late 1992. He currently serves 
on the Board of Directors of Pointe Communications, Inc.

     PENELOPE A. SELLERS has been a director of the Company since September, 
1998 following the acquisition of Encore Systems, Inc. by the Company. Ms. 
Sellers has been President of Encore Systems, Inc. for 20 years.


                                     3

<PAGE>

     MACK V. TRAYNOR, III has been a director of the Company since August 
1995. Since late 1998 Mr. Traynor has been President, CEO and a Director of 
Neo Networks, a manufacturer of data communications equipment. Until 
September 1997, Mr. Traynor served as Chief Operating Officer of the Company. 
From August 1995 to January 1997, Mr. Traynor served as Chief Executive 
Officer of the Company, and from September 1995 to May 1996, Mr. Traynor was 
the Company's Chief Financial Officer. From June 1988 to July 1995, Mr. 
Traynor was the President and Chief Operating Officer of Military 
Communications Center, Inc., a company which provided telecommunications 
services to US military personnel and which was acquired by LDDS 
Communications in October 1994. From July 1980 to May 1988, Mr. Traynor was 
employed by US West, most recently as President of the US West Enterprises 
Technologies division, which was responsible for designing, developing and 
marketing new products for the telecommunications industry. Mr. Traynor is 
also a director of Telident, Inc. and HEI, Inc.

     EDWARD C. BARRETT joined the Company in August 1997 with the acquisition 
of Hi-Tech Connections, Inc. where he served as President for over thirteen 
years. In October, 1997, Mr. Barrett assumed the responsibilities of Chief 
Operating Officer and was elected an Executive Vice President in February 
1998. Since November 1998, Mr. Barrett has served as a director of First 
Leesport Bancorp.

     TERRI S. ALLEN joined the Company in July 1998 as the Company's Vice 
President of Sales and Marketing. Ms. Allen came from Xerox Corporation where 
she was employed for approximately 20 years in a variety of positions 
including Vice President-Graphic Arts Marketing, Vice President/General 
Manager-Xerox of the Carolinas and National Operations Manager-Contracting 
Services.

     NICHOLAS J. PYETT joined the Company in April 1997 as Chief Financial 
Officer and Treasurer. Prior to joining the Company, Mr. Pyett had over 10 
years experience in private industry, most recently as the Chief Financial 
Officer of Arcadia Services, Inc., a national healthcare service company. Mr. 
Pyett also has extensive public accounting experience with Arthur Andersen & 
Company.

BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

     Section 16(a) of the Securities Exchange Act of 1934, as amended, 
requires the Company's directors and executive officers, and all persons who 
beneficially own more than 10% of the outstanding shares of the Company's 
Common Stock ("Reporting Persons") to file with the Securities and Exchange 
Commission (the "SEC") initial reports of ownership and reports of changes in 
ownership of the Company's Common Stock and other equity securities of the 
Company. Reporting persons are also required to furnish the Company with 
copies of all Section 16(a) forms they file. To the Company's knowledge, 
based solely upon a review of the copies of such forms furnished to the 
Company for the year ended December 31, 1998, and the information provided to 
the Company by Reporting Persons of the Company, no Reporting Person failed 
to file the forms required by Section 16 of the Exchange Act on a timely 
basis.


                                     4

<PAGE>

ITEM 11. DIRECTOR AND EXECUTIVE COMPENSATION

DIRECTOR COMPENSATION

     DIRECTORS' FEES. The Company pays non-employee directors $1,500 cash 
compensation for each fiscal quarter. Accordingly, during the year ended 
December 31, 1998, Messrs. Barnard, Dirk, Traynor and Raville each received 
$6,000 cash compensation for service in 1998. Mr. Traynor received 
compensation of $6,477 and certain employee benefits as an employee of the 
Company. The Company reimburses directors for out-of-pocket expenses incurred 
in attending Board or committee meetings.

     STOCK OPTIONS. In February 1998, the Board of Directors approved the 
grant of an option to purchase 10,000 shares of Common Stock to each 
non-employee director. Mr. O'Reilly received options to purchase 75,000 
shares of Common Stock in 1998. Mr. Lewis received options to purchase 50,000 
shares of Common Stock in 1998.

     The Compensation Committee or the Board of Directors will likely grant 
options to the Company's current and any future non-employee directors from 
time to time.


                                     5

<PAGE>

EXECUTIVE COMPENSATION

SUMMARY OF CASH AND CERTAIN OTHER COMPENSATION

     The following table sets forth the cash and non-cash compensation for 
each of the last three fiscal years, as well as the nine-month transition 
period ended December 31, 1996, awarded to or earned by the Chief Executive 
Officer of the Company as well as for other executive officers of the Company 
and its subsidiaries whose salary and bonus exceeded $100,000 during the year 
ended December 31, 1998 (the "Named Executive Officers"). No other executive 
officer of the Company received or earned compensation in the form of salary 
and bonus which exceeded $100,000 during the year ended December 31, 1998.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                     LONG-TERM
                                                   ANNUAL COMPENSATION              COMPENSATION         ALL OTHER
NAME AND PRINCIPAL POSITION     YEAR          SALARY (S)          BONUS ($)         OPTIONS (#)      COMPENSATION ($)
---------------------------     ----          ----------          ---------         -----------      ----------------
<S>                             <C>           <C>                 <C>               <C>              <C>
  William P. O'Reilly (1)
  CHIEF EXECUTIVE OFFICER       1998           $103,846               $-                 75,000        
                                1997                                   -                150,000        $        -
                                1996(5)          72,692                -                      -            25,000
                                1996(6)               -                -                      -                 -
                                                      -                                                         -

    Clunet R. Lewis (2)
    GENERAL COUNSEL AND         1998           $103,846              $-                  50,000        $        -
         SECRETARY              1997             72,692               -                  75,000            25,000
                                1996(5)               -               -                       -                 -
                                1996(6)               -               -                       -                 -

   Edward C. Barrett (3)
 EXECUTIVE VICE PRESIDENT       1998           $136,850              $-                       -        $        -
AND CHIEF OPERATING OFFICER     1997             38,760               -                  46,667                 -
                                1996(5)               -               -                       -                 -
                                1996(6)               -               -                       -                 -

   Nicholas J. Pyett (4)
  CHIEF FINANCIAL OFFICER       1998           $135,000              $-                  10,000        $        -
       AND TREASURER            1997             94,134               -                 100,000                 -
                                1996(5)               -               -                       -                 -
                                1996(6)               -               -                       -                 -
</TABLE>
(1)  William O'Reilly became the Chief Executive Officer in January 1997. Until
     April 1, 1997, when he became an employee, Mr. O'Reilly was a consultant to
     the Company. Mr. O'Reilly became an employee on April 1, 1997. The Company
     paid $25,000 to Mr. O'Reilly in 1997 as a consultant. Such amount is listed
     under "All Other Compensation". In April 1999, Mr. O'Reilly again entered
     into a consulting contract with the Company.

(2)  Clunet R. Lewis became the Secretary and General Counsel in January 1997.
     Until April 1, 1997, when he became an employee, Mr. Lewis was a consultant
     to the Company. Mr. Lewis became an employee on April 1, 1997. The Company
     paid $25,000 to Mr. Lewis in 1997 as a consultant. Such amount is listed
     under "All Other Compensation". In April 1999, Mr. Lewis again entered into
     a consulting contract with the Company.

(3)  Edward C. Barrett became an employee on August 15, 1997 with the
     acquisition of Hi-Tech Connections, Inc. and was elected Executive Vice
     President in 1997.

(4)  Nicholas J. Pyett joined the Company as Chief Financial Officer and
     Treasurer on April 1, 1997.

(5)  Represents the nine-month period ended December 31, 1996. In October 1996,
     the Company changed its fiscal year end from March 31 to December 31,
     effective December 31, 1996.

(6)  Represents the twelve-month period ended March 31, 1996.


                                     6

<PAGE>

                  AGGREGATED OPTION EXERCISES IN THE YEAR ENDED
                   DECEMBER 31, 1998 AND YEAR-END OPTION VALUE

<TABLE>
<CAPTION>
                                                                                         VALUE OF UNEXERCISED
                                             NUMBER OF UNEXERCISED OPTIONS/SAR'S       IN-THE-MONEY OPTIONS/SAR'S
                         SHARES                        AT FISCAL YEAR END                AT FISCAL YEAR END (1)
                      ACQUIRED ON          VALUE  ---------------------------------------------------------------
NAME                  EXERCISE IN 1998   RECEIVED ($) EXERCISABLE     UNEXERCISABLE   EXERCISABLE  UNEXERCISABLE
<S>                   <C>                <C>       <C>                <C>             <C>          <C>
William P. O'Reilly           --          N/A          235,000               --          $15,977           $-
Clunet R. Lewis               --          N/A          135,000               --           15,977           --
Edward C. Barrett             --          N/A           43,500            3,167               --           --
Nicholas J. Pyett             --          N/A           60,000           50,000               --           --
</TABLE>
(1)  Value of the Company's unexercised, in-the-money options based on the
     average of the high and low price of the Company's Common Stock as of
     December 31, 1998 which was $4.53.

<TABLE>
<CAPTION>
                            OPTIONS/SAR GRANTS TABLE

                                                                                                          POTENTIAL REALIZABLE
                                                                                                            VALUE AT ASSUMED
                                    SHARES                                                                 ANNUAL RATES OF STOCK
                                  UNDERLYING          % OF TOTAL                                            PRICE APPRECIATION
                                 OPTIONS/SARS        OPTIONS/SARS        EXERCISE                            FOR OPTION TERM
                                  GRANTED IN          GRANTED TO          PRICE       EXPIRATION
NAME                                 1998          EMPLOYEES IN 1998     ($/SH.)         DATE             5%                   10%
<S>                               <C>              <C>                 <C>            <C>                <C>                <C>
William P. O'Reilly                 75,000               9.0%          $  5.13          2/09/08          $241,731           612,595
Clunet R. Lewis                     50,000               6.0              5.13          2/09/08           161,154           408,397
Edward C. Barrett                       --                --              N/A               N/A                --                --
Nicholas J. Pyett                   10,000               1.2              5.13          2/09/08            32,231            81,679
</TABLE>

EMPLOYMENT AGREEMENTS

     BARRETT EMPLOYMENT AGREEMENT. Edward C. Barrett, an executive officer of
the Company entered into an Employment and Non-Competition Agreement with the
Company on August 15, 1997 (the "Barrett Employment Agreement"). The Barrett
Employment Agreement provides for a minimum annual base salary for Mr. Barrett
of $100,000. The Barrett Employment Agreement contains a two-year
non-competition clause in the event of termination of Mr. Barrett's employment.
The Barrett Employment Agreement will terminate on July 31, 2000, unless
terminated earlier. Commencing August 1, 2000 and on each August 1st thereafter,
the term of the Barrett Employment Agreement will be automatically extended for
one (1) additional year unless on or before the July 1 immediately preceding any
such renewal period either party gives written notice to the other of the
cessation of further extensions, in which case no further automatic extensions
will occur. The Barrett Employment Agreement may be terminated (i) by Eltrax
immediately for cause; (ii) by either party upon 75 days' written notice for
whatever reason; and (iii) automatically in the event of the death or disability
of Mr. Barrett. In the event that Eltrax terminates the Barrett Employment
Agreement without cause, Mr. Barrett will be entitled to continue to be paid his
base salary through the termination date or 75 days, whichever is greater.


                                     7

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth information regarding the beneficial
ownership of the Common Stock of the Company as of March 31, 1999, unless
otherwise noted, by (a) each shareholder who is known by the Company to own
beneficially more than 5% of the outstanding Common Stock, (b) each director and
nominee for director, (c) each executive officer named in the Summary
Compensation Table below under the heading "Executive Compensation and Other
Benefits -- Summary of Cash and Certain Other Compensation," and (d) all
executive officers and directors of the Company as a group.

<TABLE>
<CAPTION>
                                                                                          SHARES OF COMMON STOCK
                                                                                         BENEFICIALLY OWNED (1)(2)
                                                                                         -------------------------
                                                                                                PERCENT
NAME                                                                   AMOUNT                  OF CLASS
----                                                                   ------                  --------
<S>                                                               <C>                    <C>
William P. O'Reilly                                               1,509,416     (3)               6.4%
2000 Town Center, Ste. 690
Southfield, Michigan 48075

Edward C. Barrett                                                   558,623     (4)               2.4%
1037C MacArthur Rd 
Reading, PA 19605

Mack V. Traynor, III                                                500,000     (5)               2.1%
19880 Sweetwater Curve
Shorewood, MN 55331

Clunet R. Lewis                                                     437,053     (6)               1.8%
2000 Town Center, Ste. 690
Southfield, Michigan 48075

Penelope A. Sellers                                                 418,500                       1.8%
900 Circle 75 Parkway, Ste 1700
Atlanta, GA 30339

Patrick J. Dirk                                                     367,742     (7)               1.6%
Troy Group, Inc. 
2331 South Pullman Street
Santa Ana, California 92705

Stephen E. Raville                                                  135,000     (8)                *%
2472 Brookhaven Place
Atlanta, Georgia 30319

Nicholas J. Pyett                                                   110,000     (9)                *%
2000 Town Center, Ste. 690
Southfield, MI 48075

Don G. Hallacy                                                      110,000    (10)                *%
900 Circle 75 Parkway, Ste. 1700
Atlanta, GA 30339

James C. Barnard                                                     85,000    (11)                *%
14308 Spyglass Ridge
Chesterfield, Missouri 63017

All current directors and executive officers as a group            4,231,334   (12)             17.8%
</TABLE>
*    LESS THAN 1% OF THE ISSUED AND OUTSTANDING SHARES OF COMMON STOCK.


                                     8

<PAGE>

(1)  Shares not outstanding but deemed beneficially owned by virtue of the right
     of a person or member of a group to acquire them within 60 days are treated
     as outstanding only when determining the amount and percent owned by such
     person or group.

(2)  Unless otherwise noted, all of the shares shown are held by individuals or
     entities possessing sole voting and investment power with respect to such
     shares.

(3)  Includes options to purchase 235,500 shares of Common Stock, all
     exercisable within 60 days.

(4)  Includes 100,000 shares owned by Mr. Barrett's wife as to which he may be
     deemed to share voting and investment power, 15,000 shares owned by Mr.
     Barrett as custodian for his minor children as which he may be deemed to
     have sole voting and investment power and options to purchase 43,500 
     shares of Common Stock, all exercisable within 60 days.

(5)  Includes options to purchase 278,447 shares of Common Stock, all
     exercisable within 60 days.

(6)  Includes 50,000 shares of Common Stock held in trust for Mr. Lewis's 
     children as to which he may be deemed to have voting and investment 
     power, and options to purchase 135,500 shares of Common Stock, all
     exercisable within 60 days.

(7)  Includes 11,567 shares of Common Stock owned by Troy Systems, Inc. of which
     Mr. Dirk is the Chairman of the Board, as to which he may be deemed to have
     sole voting and investment power, 280,675 shares owned jointly with Mr.
     Dirk's wife, as to which he may be deemed to share voting and investment
     power and options to purchase 75,500 shares of Common Stock, all
     exercisable within 60 days.

(8)  Includes options to purchase 35,000 shares of Common Stock, all exercisable
     within 60 days.

(9)  Includes options to purchase 110,000 shares of Common Stock, all
     exercisable within 60 days.

(10) Includes options to purchase 100,000 shares of Common Stock, all
     exercisable within 60 days and 10,000 shares owned by Mr. Hallacy's 
     wife's trust as to which he may be deemed to share voting and investment 
     power.

(11) Includes options to purchase 35,000 shares of Common Stock, all exercisable
     within 60 days.

(12) Includes (i) an aggregate of 417,242 shares of Common Stock held by
     controlled corporations, jointly with spouses or by spouses, as to which
     members of the group may be deemed to have sole or shared voting and
     investment power, and (ii) options to purchase an aggregate of 1,048,447
     shares of Common Stock exercisable within 60 days held by members of the
     group.


                                     9

<PAGE>

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     O'REILLY CONSULTING AGREEMENT. 

     Effective April 1999, Mr. O'Reilly entered into a consulting agreement 
with the Company. The contract provides for an initial consulting fee of 
$225,000, and a consulting fee of $250,000 for years thereafter. The 
agreement is for two years ending March 31, 2001, and renews for successive 
one-year periods if not terminated earlier by the Company or Mr. O'Reilly. 
The agreement contains a non-competition clause that expires two years after 
the termination of the agreement.

     LEWIS CONSULTING AGREEMENT. 

     Effective April 1999, Mr. Lewis entered into a consulting agreement with 
the Company. The contract provides for an initial consulting fee of $215,000, 
and a consulting fee of $240,000 for years thereafter. The agreement is for 
two years ending March 31, 2001, and renews for for successive one-year 
periods if not terminated earlier by the Company or Mr. Lewis. The agreement 
contains a non-competition clause that expires two years after the 
termination of the agreement.

     HI-TECH CONNECTIONS, INC. ACQUISITION. On August 1, 1997, the Company 
acquired its Hi-Tech Connections subsidiary from its owners, including Edward 
C. Barrett, for approximately 919,999 shares of Common Stock (the "Hi-Tech 
Acquisition Shares"). All of the Hi-Tech Acquisition Shares are restricted 
stock, and have certain piggyback registration rights. All expenses of such 
registration will be borne by the Company.

     In addition to the foregoing, Eltrax entered into an Employment and 
Non-Competition Agreement with Edward C. Barrett. See "Employment Agreements 
-Barrett Employment Agreement."


                                     10

<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the 
Registrant caused this report to be signed on its behalf on April 30, 1999 by 
the undersigned, thereunto duly authorized.

                                       ELTRAX SYSTEMS, INC.

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