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                           CONSULTING AGREEMENT


     THIS AGREEMENT is effective as of June 1, 1996 between ELTRAX SYSTEMS,
INC., a Minnesota corporation (the "COMPANY"), and WILLIAM P. O'REILLY (the
"CONSULTANT").

     WHEREAS, the Consultant serves as a member of, and as Chairman of, the
Board of Directors of the Company (the "BOARD"); and

     WHEREAS, the Company desires to engage the Consultant to perform certain
consulting services in order to benefit from the Consultant's management
experience and abilities, and the Consultant desires to accept such engagement,
all upon the terms and conditions set forth in this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises contained herein,
the Company and the Consultant, each intending to be legally bound, agree as
follows:

     1.  ENGAGEMENT. Subject to all of the terms and conditions of this
Agreement, the Company agrees to engage the Consultant to assist the Company in
seeking out and identifying various opportunities for the Company to increase
its operations and revenues including, but not limited to, possible
acquisitions, joint ventures, marketing agreements and other growth
opportunities, as well as various management and other duties as may be agreed
to from time to time between the Board and the Consultant, and the Consultant
agrees to accept such engagement.

     2.  DUTIES.

         a.    During the term of this Agreement, the Consultant agrees to
     consult with the Board and the Company regarding such matters, and to
     provide such services to the Board and the Company, as may reasonably
     be requested by the Board consistent with the Consultant's expertise and
     experience and the Consultant's position as Chairman of the Board of
     Directors of the Company and agreed to by the Consultant.

         b.    The services to be rendered by the Consultant to the Company
     pursuant to this Agreement will be as an independent contractor, and this
     Agreement does not make the Consultant an employee, agent or legal
     representative of the Company for any purpose whatsoever, including without
     limitation participation in any benefits or privileges given or extended
     by the Company to its employees.  No right or authority is granted to the
     Consultant to assume or create any obligation or responsibility, express
     or implied, on behalf of or in the name of the Company.  The Company will
     not withhold from the amounts paid to the Consultant under this Agreement
     for any federal or state taxes, and the Consultant agrees that he will pay
     all taxes due on such amounts paid.

         c.    Notwithstanding anything to the contrary contained in this
     Agreement other than in Section 7 hereof, nothing shall be construed to
     limit the ability of the Consultant to consult for or serve on the Board
     of Directors of such other corporations, trade associations, charitable
     organizations or other entities as the Consultant shall from time to time
     deem appropriate and to engage in such other activities as the Consultant
     shall reasonably deem not to be in conflict with his duties to the Company.


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     3.  TERM.  The term of this Agreement will commence on June 1, 1996 and,
subject to earlier termination in accordance with Section 4 below, will continue
for a period of one (1) year.  The term of this Agreement will automatically
renew for an additional one (1) year term unless earlier terminated in
accordance with Section 4 below.

     4.  TERMINATION.  Subject to the respective continuing obligations of the
Company and the Consultant under Sections 5(b), 6, 7 and 9 of this Agreement:

         a.    This Agreement may be terminated by the Company immediately upon
     written notice to the Consultant "for cause," with the basis for
     termination specified in such notice.  For purposes of this Agreement,
     "FOR CAUSE" will mean (i) dishonesty, fraud, gross misrepresentation,
     embezzlement or material and deliberate injury or attempted injury, in
     each case related to the Company or its business, (ii) any unlawful or
     criminal activity of a serious nature, (iii) any willful breach of duty,
     habitual neglect of duty or unreasonable job performance, or (iv) a
     material breach of any provision of this Agreement.

         b.    This Agreement may be terminated by the Company or the Consultant
     upon not less than thirty (30) days prior written notice without cause.

         c.    This Agreement may be terminated by the Company ninety (90) days
     following the Consultant's Total Disability.  For purposes of this
     Agreement, "TOTAL DISABILITY" will be as defined in the long-term
     disability plan of the Company then in effect for employees of the Company
     (regardless of whether the Consultant is covered by such plan) or, if no
     such plan exists, "Total Disability" will mean such disability that
     prevents the Consultant from performing his duties under Section 2 of this
     Agreement for a continuous period of ninety (90) days

         d.    This Agreement will be automatically terminated upon the death of
     the Consultant.

     5.  COMPENSATION.

         a.    ANNUAL CONSULTING FEE.  In consideration of the Consultant's
     services under this Agreement, the Company will pay the Consultant a fee
     as determined by the Company's Board of Directors or the Compensation
     Committee of such Board, payable in accordance with the Company's normal
     payroll practices commencing June 1, 1996.

         b.    EXPENSES.  The Company will pay or reimburse the Consultant for
     reasonable expenses that the Consultant incurs while performing his duties
     under this Agreement, whether as a Consultant, Chairman or a director,
     provided that such expenses are incurred and properly accounted for in
     accordance with the Company's policies regarding reimbursement of business
     expenses as may be in effect from time to time.

     6.  CONFIDENTIAL INFORMATION.

         a.    DEFINITION.  "CONFIDENTIAL INFORMATION," as used in this
     Section 6, means information that is not generally known and that is
     proprietary to the Company or that the Company is obligated to treat as
     proprietary.  This information includes, without limitation:

               (i)  trade secret or other proprietary information about the
     Company and its products; and

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               (ii)  proprietary information concerning any of the Company's
     past, current, or possible future products, including (without limitation)
     proprietary information about the Company's research, development,
     engineering, purchasing, manufacturing, accounting, marketing, selling or
     leasing.

     Notwithstanding anything to the contrary contained herein, the term
"Confidential Information" does not include information which (i) is or becomes
available to the public other than as a result of a disclosure by the
Consultant, (ii) was within the Consultant's possession prior to its being
furnished to the Consultant by or on behalf of the Company pursuant to this
Agreement, or (iii) becomes available to the Consultant on a non-confidential
basis from a source other than the Company or its representatives.

         b.    NONDISCLOSURE.  The Consultant will not, either during or after
     his engagement  by the Company, use or disclose Confidential Information
     to any person not authorized by the Company to receive it, except (i) as
     required in the performance of the Consultant's duties to the Company,
     (ii) as required to enforce this Agreement, or (iii) as otherwise required
     by law.

         c.    RETURN OF INFORMATION.  When the Consultant's engagement with
     the Company ends, he will, upon the Company's request, promptly turn over
     to the Company all records and any compositions, articles, devices,
     apparatus and other items that disclose, describe or embody Confidential
     Information, including all copies, reproductions and specimens of the
     Confidential Information in his possession, regardless of who prepared
     them.

     7.  COMPETITIVE ACTIVITIES.  The Consultant agrees that during the term
of this Agreement and for a period of two (2) years after termination of this
Agreement, regardless of the reason for such termination:

         a.    He will not alone, or in any capacity with another firm:

               (i)   directly or indirectly compete with the Company's business,
         as the Company has conducted it during the Consultant's engagement with
         the Company, within any state in the United States or any country in
         which state or country the Company directly or indirectly markets or
         services products or provides services or reasonably plans or intends
         during Consultant's engagement period to market or service products or
         provide services;

               (ii)  solicit or encourage any Company customer or potential
         customer to cease to do business with or to not do business with the
         Company in such products; or

               (iii) employ or attempt to employ any of the Company's then
         employees on behalf of any other entity competing with the Company.

         b.    The Consultant may, however, accept employment or service with an
     entity competing with the Company so long as the business of such entity
     is diversified, and the employment or service by the Consultant is with a
     separately managed and operated part of its business that does not compete
     with the Company.

     8.  NO ADEQUATE REMEDY.  The Consultant understands that if he fails to
fulfill his obligations under this Agreement, the damages to the Company would
be very difficult to determine.  Therefore, in addition to any other rights or
remedies available to the Company at law, in equity or by statute, the

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Consultant hereby consents to the specific enforcement by the Company of
Sections 6 and 7 of this Agreement through an injunction or restraining order
issued by an appropriate court.

     9.  INDEMNIFICATION; DIRECTORS AND OFFICERS LIABILITY INSURANCE.

         a.    The Company shall pay or reimburse to the Consultant the fees
     and expenses of personal counsel for their professional services rendered
     to the Consultant in connection with this Agreement and any other agreement
     or benefit plan entered into or adopted in connection herewith and matters
     related hereto and thereto (PROVIDED; HOWEVER, that the fees and expenses
     of such counsel in connection with the execution and delivery of this
     Agreement shall not exceed $5,000), including in connection with any
     enforcement hereof and thereof if the Consultant is the prevailing party in
     any such dispute or enforcement action.  Without limiting the foregoing, in
     the event that the Company terminates, or seeks to terminate this
     Agreement, alleging as justification for such termination "for cause" as
     specified in Section 4 hereof and the Consultant in good faith disputes
     such termination or attempted termination, and the Company disputes its
     obligations pursuant to any provision of this Agreement, the Company shall
     pay, or reimburse to the Consultant, all reasonable costs incurred by the
     Consultant in such dispute, including attorneys' fees and costs, if the
     Consultant is the prevailing party in any such dispute or enforcement
     action.

         b.    The Company shall indemnify and hold the Consultant harmless
     against all claims, damages, judgments, fines, amounts paid in settlement
     and reasonable expenses, including attorneys' fees and expenses, incurred
     by the Consultant:  (i) for any breach of any covenant of the Company
     contained herein, or in any agreement entered into in connection herewith,
     or (ii) in connection with the defense of, or as a result of any action or
     proceeding (or any appeal from any action or proceeding) (x) brought by the
     Company or any third party challenging the validity or enforceability of
     all or any portion of this Agreement and any other agreement entered into
     or adopted in connection herewith or (y) in which the Consultant is made or
     is threatened to be made a party by reason of the fact that the Consultant
     is or was an officer or director of the Company, regardless of when such
     action or proceeding may be brought and regardless of whether such action
     or proceeding is one brought by or in the right of the Company to procure
     a judgment in its favor (or other than by or in the right of the Company).
     The undertakings of subparagraph (a) are independent of and shall not be
     limited or prejudiced by the undertakings of this subparagraph (b).

         c.    In addition to the foregoing (and not in limitation):

               (i)   the Consultant will at all times be entitled to
         indemnification from the Company in accordance with Article V of the
         Amended and Restated Bylaws of the Company as in effect on the date
         hereof, the Consultant will be deemed to be an "Indemnified Person"
         as defined therein for all purposes, and the Consultant's rights
         thereunder will not be adversely affected by any subsequent amendment
         thereof; and

               (ii)  the Company will maintain in full force and effect one or
         more policies of directors and officers liability insurance providing
         for such coverage (in amounts not less than present amounts) as may be
         determined from time to time by the Board.

         d.    The provisions of this Section 9 shall survive the termination
     of this Agreement.

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     10. MISCELLANEOUS.

         a.    SUCCESSORS AND ASSIGNS.  This Agreement may not be assigned by
     either party without the other party's prior written consent.

         b.    MODIFICATION.  This Agreement may be modified or amended only
     by a writing signed by each of the parties hereto.

         c.    GOVERNING LAW.  The laws of the State of Minnesota will govern
     the validity, construction, and performance of this Agreement, without
     regard to the conflict of laws provisions of any jurisdictions.  Any legal
     proceeding related to this Agreement will be brought in an appropriate
     Minnesota court, and each of the parties hereto hereby consents to the
     exclusive jurisdiction of such courts for this purpose.

         d.    CONSTRUCTION.  Wherever possible, each provision of this
     Agreement will be interpreted so that it is valid under applicable law.
     If any provision of this Agreement is to any extent invalid under
     applicable law in any jurisdiction, that provision will still be effective
     to the extent it remains valid.  The remainder of this Agreement also will
     continue to be valid, and the entire Agreement will continue to be valid in
     other jurisdictions.

         e.    NON-WAIVER.  No failure or delay by either the Company or the
     Consultant in exercising any right or remedy under this Agreement will
     waive any provision of the Agreement.  Nor will any single or partial
     exercise by either the Company or the Consultant of any right or remedy
     under this Agreement preclude either of them from otherwise or further
     exercising these rights or remedies, or any other rights or remedies
     granted by any law or any related document.

         f.    COUNTERPARTS.  This Agreement may be executed in two or more
     counterparts, each of which will constitute an original, but all of which,
     when taken together, will constitute one and the same instrument.

         g.    ENTIRE AGREEMENT.  This Agreement supersedes all previous and
     contemporaneous oral negotiations, commitments, writings, and
     understandings among the parties hereto concerning the matters in this
     Agreement, including, without limitation, any policy or personnel manuals
     of the Company or any of its subsidiaries or affiliates.

         h.    NOTICES.  All notices and other communications required or
     permitted under this Agreement will be in writing and hand delivered or
     sent by registered first-class mail, postage prepaid, and will be
     effective upon receipt, if sent to the following address or such other
     address as either party will have notified the other party:

         IF TO THE COMPANY:       Eltrax Systems, Inc.
                                  Rush Lake Business Park
                                  1775 Old Highway 8
                                  St. Paul, Minnesota  55112-1891
                                  Attn:  Chief Executive Officer

         IF TO THE CONSULTANT:    William P. O'Reilly
                                  2000 Town Center, Suite 690
                                  Southfield, MI  48075

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     IN WITNESS WHEREOF, the Company and the Consultant have executed this
Agreement as of the date first above written.

                                  ELTRAX SYSTEMS, INC.


                                  By
                                    --------------------------------------
                                    Its
                                       -----------------------------------


                                  CONSULTANT


                                  ----------------------------------------
                                  William P. O'Reilly

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