<PAGE>

                                      WARRANT
        TO PURCHASE UP TO 166,667 SHARES OF COMMON STOCK AT $2.25 PER SHARE
                                ELTRAX SYSTEMS, INC.
                                          
     THIS CERTIFIES that Morgan Payne or any permitted successor or assign 
(the "Holder") is entitled to purchase from Eltrax Systems, Inc. (the 
"Company"), at any time during the period commencing on the date of this 
Warrant and ending at 5:00 p.m., Minneapolis, Minnesota time, on February 9, 
2002 (the "Expiration Date"), up to 166,667 fully paid and nonassessable 
shares of the common stock of the Company, $.0l par value (the "Common 
Stock"), or such greater or lesser number of such shares as may be determined 
by application of the vesting and anti-dilution provisions of this Warrant 
(such shares or other securities purchasable upon exercise of this Warrant 
being herein called the "Shares"), at the purchase price of $2.25 per share.  
The foregoing purchase price, as it may be adjusted pursuant to the 
anti-dilution provisions of this Warrant, is referred to herein as the 
"Purchase Price."

     This Warrant is subject to the following provisions, terms and 
conditions:

1.   EXERCISE, TRANSFERABILITY.

     (a)  The rights represented by this Warrant may be exercised, in whole 
or in part (but not as to a fractional share of Common Stock), after the date 
first above written, in accordance with the vesting schedule set forth below 
but in no instance after the Expiration Date of this Warrant, by surrendering 
this Warrant, with the Purchase Form attached hereto (or a reasonable 
facsimile) duly executed, at the principal office of the Company, and by 
paying the Purchase Price in full for the Shares purchasable upon such 
exercise in cash or by certified or official bank check payable to the order 
of the Company, as follows:

          (i)    55,556 shares of Common Stock may be purchased upon the closing
          of the first transaction involving the Company's acquisition of, or
          merger or consolidation with, another business entity or portion
          thereof, which Morgan Payne introduced to the Company;

          (ii)   55,556 shares of Common Stock upon successful closing of an
          equity offering by the Company raising at least $2,000,000 of equity
          capital; and

          (iii)  55,555 shares of Common Stock on the date following 30
          consecutive days of trading shares of Common Stock at $5.00 per share
          or more (at least one trade each day) as reported by the NASDAQ
          SmallCap Market System.


_______________________________________________________________________________
THIS WARRANT IS SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH AT THE BOTTOM
OF THE LAST PAGE HEREOF.

<PAGE>

If either the Company or Broadland Capital Partners terminates for any reason 
the monthly retainer arrangement for investment banking advisory services 
with Broadland Capital Services at any time, the unvested portion of this 
Warrant will immediately lapse and the right to exercise this Warrant with 
respect to the unvested portion thereof shall immediately terminate and cease 
without any further action by any party.

     (b)  This Warrant may be transferred, or divided into two or more 
Warrants of smaller denominations, subject to the conditions provided in 
Paragraph 6 below that such transfer is not in violation of federal or state 
securities laws.

     (c)  This Warrant is issued only as a registered Warrant and until it is 
transferred on the records of the Company, the Company may treat the person 
in whose name it is registered as the absolute owner of this Warrant for all 
purposes, notwithstanding any notice to the contrary.

2.   ISSUANCE OF SHARES.

     The Company agrees that the Shares so purchased shall be and are deemed 
to be issued as of the close of business on the date on which this Warrant 
shall have been surrendered and payment made for such Shares.  Certificates 
for the Shares purchased shall be delivered to the Holder within twenty (20) 
days after the rights represented by this Warrant shall have been so 
exercised, and, unless this Warrant has expired, a new Warrant representing 
the number of Shares, if any, with respect to which this Warrant has not been 
exercised shall also be delivered to the Holder within such time.  
Notwithstanding the foregoing, however, the Company shall not be required to 
deliver any certificates for the Shares, except in accordance with the 
provisions and subject to the limitations of Paragraph 6 below.

3.   COVENANTS OF COMPANY.

     The Company covenants and agrees that all Shares that may be issued upon 
the exercise of this Warrant have been duly authorized and reserved for 
issuance upon the exercise of this Warrant, and the Shares, when so issued, 
delivered and paid for upon such exercise in accordance with the terms of 
this Warrant, will be validly issued, fully paid and nonassessable, and free 
from all taxes, hens and charges with respect to the issuance thereof The 
Company further covenants and agrees that until expiration of this Warrant, 
the Company will at all times have authorized, and reserved for the purpose 
of issuance or transfer upon exercise of this Warrant, a sufficient number of 
shares of Common Stock to provide for the exercise of this Warrant.

4.   ANTI-DILUTION ADJUSTMENTS.

     The foregoing provisions are, however, subject to the following:

     (a)  The Purchase Price shall be subject to adjustment from time to time 
as hereinafter provided.  Upon each adjustment of the Purchase Price, the 
Holder of this Warrant shall 

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<PAGE>

thereafter be entitled to purchase, at the Purchase Price resulting from such 
adjustment, the number of Shares obtained by multiplying the Purchase Price 
in effect immediately prior to such adjustment by the number of Shares 
purchasable pursuant hereto immediately prior to such adjustment and dividing 
the product thereof by the Purchase Price resulting from such adjustment.

     (b)  In case the Company shall at any time subdivide the outstanding 
shares of its Common Stock into a greater number of shares or declare a 
dividend payable in Common Stock, the Purchase Price in effect immediately 
prior to such subdivision shall be proportionately reduced, and conversely, 
in case the outstanding shares of its Common Stock shall be combined into a 
smaller number of shares, the Purchase Price in effect immediately prior to 
such combination shall be proportionately increased.

     (c)  If any capital reorganization or reclassification of the capital 
stock of the Company, or consolidation or merger of the Company with another 
corporation, or the sale of all or substantially all of its assets to another 
corporation shall be effected in such a way that holders of the Company's 
Common Stock shall be entitled to receive stock, securities or assets with 
respect to or in exchange for such Common Stock, then, as a condition of such 
reorganization, reclassification, consolidation, merger or sale, the Holder 
of this Warrant shall have the right to purchase and receive on the basis and 
on the terms and conditions specified in this Warrant and in lieu of the 
shares of the Common Stock of the Company immediately theretofore purchasable 
and receivable upon the exercise of the rights represented hereby, such 
shares of stock, securities or assets as would have been issued or delivered 
to the Holder of this Warrant if the Holder had exercised this Warrant and 
received upon exercise of this Warrant the Common Stock prior to such 
reorganization, reclassification, consolidation, merger or sale.  The Company 
shall not effect any such consolidation, merger or sale unless prior to the 
consummation thereof the successor corporation (if other than the Company) 
resulting from such consolidation or merger or the corporation purchasing 
such assets shall assume by written instrument executed and mailed to the 
Holder at the last address of the Holder appearing on the books of the 
Company the obligation to deliver to such Holder such shares of stock 
securities or assets as, in accordance with the foregoing provisions, the 
Holder may be entitled to purchase.

     (d)  If the Company takes any other action, or if any other event 
occurs, which does not come within the scope of the provisions of Paragraphs 
4(b) or 4(c), but which should, in the Company's opinion, result in an 
adjustment in the Purchase Price and/or the number of Shares subject to the 
Warrant in order fairly to protect the rights of the Holder of this Warrant, 
then the Company shall make an appropriate adjustment in the Purchase Price 
or the number of Shares to be received upon exercise of this Warrant.

     (e)  No adjustment of the Purchase Price shall be made if the amount of 
such adjustment is less than $.01 per share, but in such case any adjustment 
that would otherwise be required then to be made shall be carried forward and 
shall be made at the time of and together with the next subsequent adjustment 
which, together with any other adjustment or adjustments so carried forward, 
shall amount to not less than $.01 per share.


                                       3
<PAGE>

     (f)  No fractional shares of Common Stock are to be issued upon the 
exercise of this Warrant, but the Company shall pay a cash adjustment in 
respect of any fraction of a share of Common Stock which would otherwise be 
issuable in an amount equal to the same fraction of the market price per 
share of Common Stock on the day of exercise as determined in good faith by 
the Company.

     (g)  Upon any adjustment of the Purchase Price, the Company shall give 
written notice thereof, by first-class mail, postage prepaid, addressed to 
the registered Holder of this Warrant at the address of such Holder as shown 
on the books of the Company, which notice shall state the Purchase Price 
resulting from such adjustment and the increase or decrease, if any, in the 
number of shares purchasable at such price upon the exercise of this Warrant, 
setting forth in reasonable detail the method of calculation and the facts 
upon which such calculation is based.

5.   NO RIGHTS OF SHAREHOLDERS.

     This Warrant shall not entitle the Holder to any voting rights or other 
rights as a shareholder of the Company.

6.   RESTRICTIONS ON TRANSFER.

     The Holder, by acceptance hereof, represents and warrants that (a) it is 
acquiring this Warrant for its own account for investment purposes only and 
not with a view to its resale or distribution, and (b) it has no present 
intention to resell or otherwise dispose of all or any part of this Warrant.  
Other than pursuant to registration under federal and state securities laws 
or an exemption from such registration, the availability of which shall be 
determined by an opinion of counsel acceptable to the Company, (x) the 
Company will not accept the exercise of this Warrant or issue certificates 
for Shares, and (y) neither this Warrant nor any Shares may be sold, pledged, 
assigned or otherwise disposed of (whether voluntarily or involuntarily).  
The Company may condition such issuance or sale, pledge, assignment or other 
disposition on the receipt from the party to whom this Warrant is to be so 
transferred or to whom Shares are to be issued or so transferred of any 
representations and agreements requested by the Company in order to permit 
such issuance or transfer to be made pursuant to exemptions from registration 
under federal and applicable state securities laws. Each certificate 
representing the Warrant (or any part thereof) and any Shares shall be 
stamped with the appropriate legends setting forth these restrictions on 
transferability.  The Holder, by acceptance hereof, agrees to give written 
notice to the Company before exercising or transferring this Warrant or 
transferring any Shares of the Holder's intention to do so, describing 
briefly the manner of any proposed exercise or transfer.  Within thirty (30) 
days of receiving such written notice, the Company shall notify the Holder as 
to whether such exercise or transfer may be effected.

7.   REGISTRATION RIGHTS.

     (a)  If the Company, at any time after September 1, 1996 and ending on 
December 31, 2002, proposes to register under the Securities Act of 1933, as 
amended (the "1933 Act"), an 


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<PAGE>

offering of any of its securities (the "Other Securities"), the Company shall 
give written notice as promptly as possible of such proposed registration to 
all registered holders of this Warrant of the shares of Common Stock acquired 
upon exercise of this Warrant.  At the request of such holders made within 
twenty (20) days after the giving of such notice, the Company will use all 
reasonable efforts to cause the offering of such amount of this Warrant (and 
the Common Stock issuable upon exercise of such amount of this Warrant), or 
such amount of the Common Stock owned by such holders which was issued upon 
the exercise of this Warrant, as such holders shall request to be included in 
such registration, upon the same terms (including the method of distribution) 
as any such offering by the Company; provided that (i) the Company shall only 
be obligated to include this Warrant in any such registration where (A) the 
Common Stock issuable upon the exercise of such Warrant is also included in 
such registration, and (B) it is contemplated that such Warrant will be 
exercised and such Common Stock will be offered in connection with such 
registration; (ii) the Company shall not be required to give notice or 
include this Warrant or the Common Stock issuable upon exercise of this 
Warrant in any such registration if the proposed registration is not to be 
made on Form SB-1 Form, SB-2 or Form S-3 under the 1933 Act (or any other 
form then appropriate for the registration of shares of Common Stock) or is 
primarily (A) a registration of a stock option or compensation plan or of 
securities issued or issuable pursuant to any such plan, or (B) any 
registration of securities proposed to be issued in exchange for securities 
or assets of, or in connection with a merger or consolidation with, another 
corporation; (iii) the Company may, in its sole discretion and without the 
consent of any holder, withdraw such registration statement and abandon the 
proposed offering in which any such holder had requested to participate; 
provided, however, that if the Company determines not to proceed after the 
filing of a registration statement and the Company's decision not to proceed 
is based primarily on the anticipated offering price of the securities, the 
Company shall promptly complete the registration for the benefit of those 
holders who wish to proceed and who agree to bear all expenses incurred by 
the Company as the result of such registration after the Company has decided 
not to proceed; (iv) the Company shall not be required to include in any such 
registration any shares of Common Stock previously duly registered under the 
1933 Act upon original issuance; (v) if the offering to which the 
registration statement relates is to be distributed by or through an 
underwriter and a greater number of securities is offered for participation 
in the proposed underwriting than in the opinion of the Company's underwriter 
delivered to the holder in writing can be accommodated without significantly 
adversely affecting the proposed underwriting, the amount of such securities 
proposed to be offered for the accounts of all persons other than the Company 
may be reduced pro rata, in accordance with the number of shares of Common 
Stock proposed to be sold by each such holder, or eliminated from such 
underwritten public offering entirely; provided, however, that upon the 
request of such holders, any such shares excluded from the underwritten 
offering shall be included in the registration statement but shall be 
withheld from the market for such period of time, not to exceed ninety (90) 
days, which the managing underwriter reasonably determines is necessary in 
order to effect the underwritten public offering; and (vii) if the offering 
to which the registration statement relates is to be distributed by or 
through an underwriter, each such holder shall agree, as a condition to the 
inclusion of such holder's securities in such registration, to sell 
securities held by such holder through such underwriter on the same terms and 
conditions as the underwriter agrees to sell securities on behalf of the 
Company and not to sell transfer, pledge, assign or otherwise dispose of any 
shares of Common Stock not sold by such holder in such offering for such 
period (up to 


                                       5
<PAGE>

one hundred eighty [180] days after the effective date of the registration 
statement) as may be required by the underwriter.  The costs and expenses of 
such offering, including but not limited to legal fees, special audit fees, 
printing expenses, filing fees, fees and expenses relating to qualifications 
under state securities or blue sky laws and the premiums for insurance, if 
any, incurred by the Company in connection with any registration made 
pursuant to this Paragraph 7(a) shall be borne entirely by the Company; 
provided, however, that any holders participating in such registration shall 
bear their own underwriting discounts and commissions and the fees and 
expenses of their own counsel or accountants in connection with any such 
registration.

     (b)  In the event of any registration of shares of Common Stock pursuant 
to this Paragraph 7, the Company shall indemnify each such holder, its 
officers and directors, and each person, if any, who controls such holder 
within the meaning of Section 15 of the 1933 Act, against all losses, claims, 
damages and liabilities caused by any untrue statement or alleged untrue 
statement of material fact contained in any registration statement or 
prospectus (and as amended or supplemented) relating to such registration, or 
caused by any omission or alleged omission to state a material fact required 
to be stated therein or necessary to make the statements therein not 
misleading in light of the circumstances under which they were made unless 
such statement or omission was made in reliance upon and in conformity with 
information furnished in writing to the Company by such holder expressly for 
use therein.  The obligations of the Company to register any of its 
securities in accordance with the foregoing shall be subject to the condition 
that each holder shall agree in writing to indemnify the Company, its 
officers and directors, and each person, if any, who controls the Company 
within the meaning of Section 15 of the 1933 Act, and each underwriter of 
such warrants or shares of Common Stock so registered, and each person, if 
any, who controls such underwriter within the meaning of Section 15 of the 
1933 Act, with respect to losses, claims, damages and liabilities caused by 
any untrue statement or omission made in reliance upon and in conformity with 
information furnished in writing by such holder to the Company expressly for 
use in such registration statement, prospectus or offering circular.

     (c)  Upon the exercise of registration rights pursuant to this Paragraph 
7, each holder agrees to supply the Company with such information as may be 
required by the Company to register or qualify such warrants or shares of 
Common Stock so registered.

8.   SUCCESSORS AND ASSIGNS.

     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.

9.   MODIFICATION OF WARRANT.

     Neither this Warrant nor any term hereof may be changed, waived, 
discharged or terminated orally, but only by an instrument in writing signed 
by the party against which enforcement of the change, waiver, discharge or 
termination is sought.



                                       6
<PAGE>

10.  TERMINATION OF WARRANT.

     Notwithstanding any provision in this Warrant to, the contrary, this 
Warrant shall automatically terminate at 5:00 p.m., Minneapolis, Minnesota 
time, on February 9, 2002.  As of such date, this Warrant shall be void ab 
initio, and in such case the Holder shall promptly deliver this Warrant 
Agreement to the Company's legal counsel (as designated by the Company) for 
cancellation. Further, if either the Company or Broadland Capital Partners 
terminates for any reason the monthly retainer arrangement for investment 
banking advisory services with Broadland Capital Services at any time, the 
unvested portion of this Warrant will immediately lapse and the right to 
exercise this Warrant with respect to the unvested portion thereof shall 
immediately terminate and cease without any further action by any party.

     IN WITNESS WHEREOF, Eltrax Systems, Inc. has caused this Warrant to be 
signed and delivered by its duly authorized officer as of the 9th day of 
February, 1996.

                              ELTRAX SYSTEMS, INC.


                              By: /s/ Mack Traynor
                                 ---------------------------------

                              Its: President and CEO
                                 ---------------------------------


THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES 
ACT OF 1933 OR APPLICABLE STATE SECURITIES LAWS.  THESE SECURITIES HAVE BEEN 
ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED 
ASSIGNED OR OTHERWISE DISPOSED OF, AND NO TRANSFER OF THE SECURITIES WILL BE 
MADE BY THE COMPANY OR IT'S TRANSFER AGENT, IN THE ABSENCE OF SUCH 
REGISTRATION OR AN OPINION OF COUNSEL ACCEPTABLE TO THE COMPANY THAT SUCH 
REGISTRATION IS NOT REQUIRED.






                                       7
<PAGE>



TO: ELTRAX SYSTEMS, INC.

PURCHASE FORM--To be executed by the Registered Holder in Order to Exercise 
Warrants

The undersigned hereby irrevocably elects to exercise the right of purchase 
represented by the attached Warrant for, and to purchase thereunder, ___ 
shares of Common Stock provided for therein, and request that certificates 
for such shares be issued in the name of:

Please insert social security                _______________________________
or other identifying number                  (Name)
of registered holder of
certificate                                  _______________________________
                                             (Address)


                                             _______________________________
                                             (Name)

                                             _______________________________
                                             (Address)

Date:__________________________              Signature(s):

                                             _______________________________
                                              
                                             _______________________________


and if such number of shares shall not be all of the shares purchasable 
hereunder, that a new Warrant for the balance of the shares purchasable under 
such Warrant be registered in the name of the undersigned Holder or his or 
her Assignee as below indicated and delivered to the address stated below.

                                             Name of Holder or Assignee:

                                                                 
                                             _______________________________
                                             (please print)

                                              Address:

                                             _______________________________

                                             _______________________________


                                   8
<PAGE>

ASSIGNMENT FORM--To be executed by the Registered Holder in Order to Transfer 
Warrants

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers 
___________ of the Warrants represented by the attached Warrant unto:

Please insert social security                Please print or typewrite name
or other identifying number                  and address including zip code
of assignee                                  of assignee


                                             _______________________________

                                             _______________________________

                                             _______________________________



and does hereby irrevocably constitute and appoint ____________________ 
Attorney to transfer the Warrant on the records of the Company with full 
power of substitution in the premises.

Date:_________________________               Signature(s):

                                             _______________________________
                                                                 
                                             _______________________________


*             *               *               *


NOTICE--The signature(s) to the Purchase Form or the Assignment Form must 
correspond to the name as written upon the face of the Warrant in every 
particular without alteration or enlargement or any change whatsoever.






                                       9