VERSO TECHNOLOGIES INC
AMENDED NON-NEGOTIABLE SUBORDINATED CONVERTIBLE
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>g65372ex10-2.txt
<DESCRIPTION>AMENDED NON-NEGOTIABLE SUBORDINATED CONVERTIBLE
<TEXT>

<PAGE>   1
                                                                   EXHIBIT 10.2

THIS PROMISSORY NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933
ACT"), NOR REGISTERED OR QUALIFIED UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY
STATE. NEITHER THIS PROMISSORY NOTE, NOR THE SECURITIES ISSUABLE UPON
CONVERSION HEREOF, NOR ANY INTEREST OR PARTICIPATION THEREIN, MAY BE SOLD,
ASSIGNED, PLEDGED, HYPOTHECATED, ENCUMBERED OR IN ANY OTHER MANNER TRANSFERRED
OR DISPOSED OF UNLESS (I) REGISTERED UNDER AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE 1933 ACT AND IN FULL COMPLIANCE WITH THE APPLICABLE RULES AND
REGULATIONS THEREUNDER AND APPLICABLE STATE SECURITIES OR BLUE SKY LAWS, (II)
PURSUANT TO RULE 144 UNDER THE 1933 ACT OR (III) UNLESS ELTRAX SYSTEMS, INC.
RECEIVES AN OPINION OF COUNSEL FOR THE HOLDER OF SUCH SECURITIES, REASONABLY
SATISFACTORY TO ELTRAX SYSTEMS, INC., STATING THAT SUCH SALE, ASSIGNMENT,
PLEDGE, HYPOTHECATION, ENCUMBRANCE OR OTHER MANNER OF TRANSFER OR DISPOSITION
IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE
1933 ACT AND APPLICABLE STATE SECURITIES OR BLUE SKY LAW.

THE INDEBTEDNESS EVIDENCED BY THIS NOTE IS SUBORDINATED TO INDEBTEDNESS OWING
FROM MAKER AND CERTAIN OTHER BORROWERS TO VARIOUS LENDERS AND PNC BANK,
NATIONAL ASSOCIATION, AS AGENT FOR SUCH LENDERS (TOGETHER WITH ITS SUCCESSORS
AND ASSIGNS IN SUCH CAPACITY, "AGENT"), PURSUANT TO A SUBORDINATION AGREEMENT
DATED JUNE 14, 2000 AMONG MAKER, HOLDER AND AGENT, AS THE SAME SHALL BE AMENDED
FROM TIME TO TIME.

                          SECOND AMENDED AND RESTATED
            NON-NEGOTIABLE SUBORDINATED CONVERTIBLE PROMISSORY NOTE

$10,000,000.00                                               August 31, 2000
                                                             Atlanta, Georgia

         FOR VALUE RECEIVED, the undersigned, ELTRAX SYSTEMS, INC., a Minnesota
corporation ("Maker"), promises to pay to the order of CEREUS TECHNOLOGY
PARTNERS, INC., a Delaware corporation (together with any permitted assignee,
the "Holder"), at Holder's principal offices located at 1000 Abernathy Road,
Suite 1000, Atlanta, Georgia 30328, or at such other address as Holder may from
time to time designate in writing, the principal sum of TEN MILLION AND NO/100
DOLLARS ($10,000,000.00), or, if less, the unpaid aggregate principal amount of
all loans made from time to time hereunder, together with interest thereon as
provided herein, in such coin or currency of the United States of America as at
the time of payment shall be legal tender for the payment of public and private
debts. This Amended and Restated Non-Negotiable Subordinated Convertible
Promissory Note (the "Note")


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amends and restates that certain $5,000,000.00 Non-Negotiable Subordinated
Convertible Promissory Note dated June 23, 2000 made by Maker in favor of
Holder.

         All capitalized terms used herein shall have the meanings ascribed to
such terms in that certain Bridge Loan and Security Agreement by and between
Maker (as Borrower thereunder) and Holder (as Lender thereunder) dated as of
June 14, 2000, as amended by Amendment No.1 thereto dated as of June 23, 2000,
as further amended by Amendment No. 2 thereto dated as of August 31, 2000,as
the same may be further amended (as so amended, the "Loan Agreement"), except
to the extent that such capitalized terms are otherwise defined or limited
herein.

         The aggregate then-current Loan Amount of the Loan loaned and borrowed
pursuant to the Loan Agreement shall be paid as provided in Section 2.1(d) of
the Loan Agreement.

         Maker may repay all or any portion of the Loan Amount outstanding
hereunder in full or in part at any time prior to the Maturity Date, without
penalty or premium, in the manner set forth in the Loan Agreement.

         All amounts of principal outstanding hereunder shall bear interest at
a rate equal to the Bridge Loan Interest Rate, which shall accrue and be
payable in accordance with the terms of Section 2.1 of the Loan Agreement.
Unpaid interest hereunder shall not bear interest. The entire principal balance
hereof, and all interest accrued and unpaid thereon, shall be due and payable
in full on the Maturity Date, except as otherwise set forth in Section 2.1(d)
of the Loan Agreement. The provisions of Article II of the Loan Agreement are
hereby incorporated herein by this reference.

         1.       CONVERSION. Holder shall have the right, at Holder's option at
any time prior to or after the Maturity Date, to convert the then outstanding
Loan Amount in whole (but not in part) into that number of fully paid and
non-assessable shares of Borrower Common Stock determined by multiplying (i)
1.15 by (ii) a fraction, the numerator of which shall be the outstanding Loan
Amount on the date of conversion and the denominator of which shall be $7.563*
(the "Initial Conversion Price").

                  1.1      CONVERSION PROCEDURE

                           1.1.1 Notice of Conversion. To effect the conversion
         of this Note into shares of Borrower Common Stock, Holder shall give
         written notice by hand or by overnight mail, or by mail, postage
         prepaid, to Maker at its address designated in Section 8 below, of the
         election to convert this Note pursuant to this Section 1.1. Holder
         shall surrender this Note contemporaneous with such notice. Such
         notice shall state therein the name or names (which shall be the names
         of the Holders) in which the certificate or certificates for shares of
         Borrower Common Stock are to be issued. Such conversion shall be
         deemed to have been made immediately prior to the close of business on
         the date (which shall be the date of conversion) on which Maker
         actually receives such notice and

-----------------------
*       The Initial Conversion Price shall be the per share closing price for
the Borrower Common Stock on the day immediately prior to the date that Maker
and Holder publicly announce the transactions contemplated by the initial
Merger Agreement.


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this Note, and the Person or Persons entitled to receive the shares of Borrower
Common Stock issuable upon such conversion shall be treated for all purposes as
the record holder or holders of such shares of Borrower Common Stock as of such
date.

                           1.1.2 Delivery of Stock Certificate. As promptly
         as practicable after the date of conversion of this Note, but in no
         event later than five (5) Business Days after receipt thereof, Maker,
         at its expense, will issue and deliver to Holder a certificate or
         certificates for the number of full shares of Borrower Common Stock
         issuable upon such conversion.

                           1.1.3 Fractional Shares. No fractional shares of
         Borrower Common Stock shall be issued upon conversion of this Note. In
         lieu of Maker issuing any fractional shares to Holder upon the
         conversion of this Note, Maker shall issue a check payable to Holder
         for an amount equal to the fractional share times the Initial
         Conversion Price.

                           1.1.4 Transfer Taxes. Maker shall pay all taxes
         which may be payable in respect of the issuance of any shares of
         Borrower Common Stock deliverable upon conversion of this Note, except
         that Maker shall not be required to pay any tax imposed in connection
         with any transfer involving the issuance of a certificate for shares
         of Borrower Common Stock in any name other than that of the original
         Holder of this Note; and in such case, Maker shall not be required to
         deliver any certificate representing the shares of Borrower Common
         Stock purchased upon conversion until such tax shall have been paid,
         or it has been established to Maker's satisfaction that no tax is due.

                  1.2      ADJUSTMENTS. The number of shares of Borrower Common
Stock which may be received upon the conversion of this Note shall be subject
to change or adjustment from time to time as follows:

                           1.2.1 Stock Dividends; Stock Splits; Reverse Stock
         Splits; Reclassifications. In case Maker shall (i) pay a dividend or
         make any other distribution with respect to the Borrower Common Stock
         in shares of its capital stock, (ii) subdivide its outstanding
         Borrower Common Stock, (iii) combine its outstanding Borrower Common
         Stock into a smaller number of shares, or (iv) issue any shares of its
         capital stock in a reclassification of the Borrower Common Stock
         (including any such reclassification in connection with a merger
         (other than the transactions contemplated by the Merger Agreement),
         consolidation or other business combination in which Maker is the
         continuing corporation), then the number of shares of Borrower Common
         Stock issuable upon conversion of this Note (assuming it had been
         converted immediately prior to the record date for each such dividend
         or distribution or the effective date of each such subdivision or
         combination) shall be adjusted so that Holder shall thereafter be
         entitled after the completion of each such event to receive the kind
         and number of shares of Borrower Common Stock or other securities of
         Maker that Holder would have owned or have been entitled to receive
         after the happening of each such event had this Note been converted
         immediately prior to the happening of each such event or any record
         date with respect thereto. Each adjustment made pursuant to this
         Section 1.2.1 shall become

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         effective immediately after the effective date of the applicable event
         retroactive to the record date, if any, for such event.

                           1.2.2 Rights; Options; Warrants. If the Merger
         Agreement shall be terminated pursuant to Section 8.1 thereof, and, at
         the time of such termination, Holder shall be entitled to receive a
         termination fee under Section 8.5 thereof, and if Maker shall at any
         time thereafter issue rights, options, warrants or convertible or
         exchangeable securities (other than a transaction subject to Section
         1.2.1 hereof) to all holders of the Borrower Common Stock, entitling
         them to subscribe for or purchase Borrower Common Stock at a price per
         share that is lower (at the record date for such issuance) than the
         Initial Conversion Price, then the number of shares of Borrower Common
         Stock thereafter issuable upon conversion of this Note shall be
         determined by adding the number of shares of Borrower Common Stock
         theretofore issuable upon conversion of this Note to the product of
         (a) the Cheap Stock Issued (as hereinafter defined), multiplied by (b)
         the Ownership Ratio (as hereinafter defined). Such adjustment shall be
         made whenever such rights, options, warrants or convertible or
         exchangeable securities are issued, and shall become effective
         retroactively immediately after the record date for the determination
         of shareholders entitled to receive such rights, options, warrants or
         convertible or exchangeable securities. For purposes of this Section
         1.2.2, the term (x) "Cheap Stock Issued" shall be the number of
         additional shares of Borrower Common Stock offered by Maker for
         subscription or purchase as described above, minus the number of
         shares of Borrower Common Stock that the aggregate offering price of
         the total number of shares of Borrower Common Stock so offered would
         purchase at the Initial Conversion Price; and (y) "Ownership Ratio"
         shall be a fraction, the numerator of which shall be the number of
         shares of Borrower Common Stock theretofore issuable upon conversion
         of this Note, and the denominator of which shall be the shares of
         Borrower Common Stock outstanding immediately prior to the issuance of
         such rights, options, warrants or convertible or exchangeable
         securities, plus the number of shares of Borrower Common Stock
         theretofore issuable upon the conversion of this Note. Upon the
         expiration or termination of such rights, options, warrants or
         convertible or exchangeable securities the issuance of which triggered
         the adjustments referred to in this Section 1.2.2 prior to any
         exercise thereof, the number of shares of Borrower Common Stock into
         which this Note shall be converted shall forthwith be readjusted to
         the number of shares of Borrower Common Stock that would have been
         issuable had such expired or terminated rights, options, warrants or
         convertible or exchangeable securities not been issued by Maker.

                           1.2.3 Distributions of Debt, Assets, Subscription
         Rights or Convertible Securities. In case Maker shall fix a record
         date for the making of a distribution to all holders of shares of the
         Borrower Common Stock of evidences of indebtedness of Maker, assets
         (other than cash dividends payable out of retained earnings or
         securities (excluding those referred to in Sections 1.2.1 and 1.2.2
         hereof) (any such evidences of indebtedness, assets, or securities
         being referred to in this Section 1.2.3 as the "assets or
         securities"), then in each case Holder, upon the conversion of this
         Note, shall be entitled to receive in addition to the shares of
         Borrower Common Stock issuable upon conversion of this Note, (a) the
         assets or securities to which Holder would have been entitled as a
         holder of


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         Borrower Common Stock if Holder had converted this Note immediately
         prior to the record date for such distribution, and (b) any interest
         or distributions on the assets or securities distributed from the
         distribution date to the date of exercise. At the time of any such
         distribution, Maker shall either (x) deposit the assets or securities
         payable to Holder pursuant hereto in trust for Holder with an eligible
         institution (as hereinafter defined) with instructions as to the
         investment of such property and any proceeds therefrom so as to
         protect the value of such property for Holder, or (y) distribute to
         Holder the assets or securities to which it would be entitled upon
         exercise and, upon any such distribution pursuant to this clause (y),
         the provisions of this Section 1.2.3 shall no longer apply to such
         event. Such election shall be made by Maker by giving written notice
         thereof to Holder. For purposes of this Section 1.2.3, the term
         "eligible institution" shall mean a corporation organized and doing
         business under the laws of the United States of America or of any
         state thereof, authorized under such laws to exercise corporate trust
         powers, having a combined capital and surplus of at least
         $100,000,000, and subject to supervision or examination by Federal or
         state authority.

                           1.2.4 Reclassification, Reorganization,
         Consolidation or Merger. In the event of any reclassification, capital
         reorganization or other change of outstanding shares of Borrower
         Common Stock of Maker (other than a subdivision or combination of the
         outstanding Common Stock, a change in the par value of the Common
         Stock or a transaction subject to Sections 1.2.1, 1.2.2 or 1.2.3
         hereof) or in the event of any consolidation or merger of Maker with
         or into another corporation (other than the transactions contemplated
         by the Merger Agreement, a merger in which Maker is the continuing
         corporation and that does not result in any reclassification, capital
         reorganization or other change of outstanding shares of Borrower
         Common Stock of the class issuable upon conversion of this Note or a
         transaction subject to Sections 1.2.1, 1.2.2 or 1.2.3 hereof) or in
         the event of any sale, lease, transfer or conveyance to another
         corporation of the property and assets of Maker as an entirety or
         substantially as an entirety, in each case as a result of which the
         holders of Borrower Common Stock shall be entitled to receive stock,
         securities or other property or assets (including cash) with respect
         to or in exchange for such Borrower Common Stock, then Maker shall, as
         a condition precedent to such transaction, cause effective provisions
         to be made so that such other corporation shall assume all of the
         obligations of Maker hereunder, and Holder shall have the right
         thereafter, by converting this Note, to receive the kind and amount of
         shares of stock and other securities and property (including cash)
         receivable upon such reclassification, capital reorganization and
         other change, consolidation, merger, sale, lease, transfer or
         conveyance by a holder of the number of shares of Borrower Common
         Stock that might have been received upon conversion of this Note
         immediately prior to such reclassification, capital reorganization,
         change, consolidation, merger, sale, lease or conveyance. Any such
         provision shall include provision for adjustments in respect of such
         shares of stock and other securities and property that shall be as
         nearly equivalent as may be practicable to the adjustments provided
         for in this Note. The foregoing provisions of this Section 1.2.4 shall
         similarly apply to successive reclassifications, capital
         reorganizations and changes of shares of Borrower Common Stock and to
         successive changes, consolidations, mergers, sales, leases, transfers
         or conveyances of the nature and type described in the first sentence
         hereof. In the event that in connection


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         with any such capital reorganization, reclassification, consolidation,
         merger, sale, lease, transfer or conveyance, additional shares of
         Borrower Common Stock shall be issued in exchange, conversion,
         substitution or payment, as a whole or in part, for, or of, a security
         of Maker other than Borrower Common Stock, any such issue shall be
         treated as an issue of Borrower Common Stock covered by the provisions
         of Section 1.2.1 hereof.

                           1.2.5 De Minimis Adjustments. Except as provided in
         Section 1.2.6 hereof with reference to adjustments required by such
         Section 1.2.6, no adjustment in the number of shares of Borrower
         Common Stock issuable hereunder shall be required unless such
         adjustment would require an increase or decrease of at least one
         percent (1%) in the number of shares of Borrower Common Stock issuable
         upon the conversion of this Note; provided, however, that any
         adjustments which by reason of this Section 1.2.5 are not required to
         be made shall be carried forward and taken into account in any
         subsequent adjustment. All calculations shall be made to the nearest
         one-thousandth of a share.

                           1.2.6 Adjustments. In case Maker after the date
         hereof shall take any action affecting the shares of Borrower Common
         Stock into which this Note may be converted, other than any action
         described in Sections 1.2.1, 1.2.2, 1.2.3 or 1.2.4 hereof, which
         Maker's Board of Directors, acting in the good faith exercise of its
         reasonable judgment, determines would have a material adverse effect
         on the rights of Holder, then the conversion price, the number of
         shares of Borrower Common Stock into which this Note may be converted
         and/or the character of the securities receivable upon conversion of
         this Note may be adjusted in such manner, if any, and at such time, by
         action of the directors, acting in the good faith exercise of their
         reasonable judgment, subject to obtaining all necessary approvals to
         such adjustment, including, without limitation, any necessary
         approvals of any stock exchange or over-the-counter market on which
         securities of Maker are then listed or quoted.

                           1.2.7 Notice of Adjustment. Whenever the number of
         shares of Borrower Common Stock or other stock or property issuable
         upon the conversion of this Note is adjusted, as herein provided,
         Maker shall promptly notify Holder of such adjustment or adjustments.

                  1.3      CONVERSION SHARES SUBJECT TO REGISTRATION RIGHTS.
Maker and Holder agree that the shares of Borrower Common Stock and other
securities (as the case may be) receivable upon the conversion of this Note
shall be "Registrable Stock" as defined in that certain Second Amended and
Restated Registration Rights Agreement between the Company and the Holder dated
as of August 31, 2000 and shall be subject to the terms and conditions thereof.

         2.       NOTICES OF RECORD DATE, ETC. In the event of (a) any taking by
Maker of a record of the holders of any class of securities of Maker for the
purpose of determining the holders thereof who are entitled to receive any
dividend (other than a cash dividend payable out of earned surplus at the same
rate as that of the last such cash dividend theretofore paid) or other
distribution, or any right to subscribe for, purchase or otherwise acquire any
shares of stock of any class or any other securities or property, or to receive
any other right; (b) any capital reorganization of Maker, any reclassification
or recapitalization of the capital stock of Maker or


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any transfer of all or substantially all of the assets of Maker to any other
person or any consolidation or any merger involving Maker (other than the
transactions contemplated by the Merger Agreement); or (c) any voluntary or
involuntary dissolution, liquidation or winding-up of Maker, Maker will, but
only to the extent that such information is disclosed to Maker's shareholders,
and then contemporaneous therewith, mail to Holder a notice specifying (x) the
date on which any such record is to be taken for the purpose of such dividend,
distribution or right, and the amount and character of such dividend,
distribution or right; and (y) the date on which any such reorganization,
reclassification, transfer, consolidation, merger, dissolution, liquidation or
winding-up is expected to become effective and the record date for determining
shareholders entitled to vote thereon.

         3.       SHARES RESERVED FOR ISSUANCE. Maker shall at all times reserve
and keep available out of its authorized but unissued shares of Borrower Common
Stock solely for the purpose of effecting the conversion of this Note such
number of shares of Borrower Common Stock as shall from time to time be
sufficient to effect the conversion of this Note; and if at any time the number
of authorized but unissued shares of Borrower Common Stock shall not be
sufficient to effect the conversion of the entire outstanding principal amount
of this Note, in addition to such other remedies as shall be available to the
Holder of this Note, Maker will use its best efforts to take such corporate
actions as may be necessary to increase its authorized but unissued shares of
Borrower Common Stock to such number of shares as shall be sufficient for such
purposes.

         4.       EVENTS OF DEFAULT. If an Event of Default occurs and is
continuing, then, at Holder's option, Holder may (subject to the terms of the
Subordination Agreement) declare the entire principal amount outstanding
hereunder, together with all accrued and unpaid interest thereon, immediately
due and payable and pursue such remedies as are provided in the Loan Agreement.
The rights, remedies, powers and privileges provided for herein are cumulative
and not exclusive of any rights, remedies, powers and privileges provided by
law.

        5.        SUBORDINATION. Maker and Holder each acknowledges and agrees
that the payment of the principal and interest (including, without limitation,
post-petition interest, whether or not a claim for such post-petition interest
is allowed in the related bankruptcy proceeding) hereunder and any and all
other obligations and liabilities now or at any time or times hereafter owing
by Maker or any subsidiary of Maker to Holder or any other person under or in
respect of, and all of Holder's rights under or in respect of, this Note and
any amendments, modifications, extensions, renewals, refinancings and
replacements hereof (including, without limitation, obligations and liabilities
in respect of expenses, costs, indemnities, conversions, redemptions and
special contingent payments), together with any and all guaranties, collateral
and other security, if any, for the payment thereof, are subordinated in all
respects pursuant to, and are subject to, the terms of the Subordination
Agreement.

         6.       WAIVER AND AMENDMENT. Any provision of this Note may be
amended, waived or modified, but only upon the written consent of Maker and
Holder.

         7.       TRANSFERS PROHIBITED WITHOUT CONSENT. Except for Permitted
Transfers (as defined below), this Note shall not be transferable, negotiable
or assignable otherwise than by the


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operation of law without the prior written consent of Maker, and any purported
transfer, negotiation or assignment of this Note without the prior written
consent of Maker shall be void and of no force or effect. The term "Permitted
Transfers" shall mean transfers between Holder and its Subsidiaries.

         8.       NOTICES. All notices, requests and other communications
required or permitted under this Agreement (collectively, "notices") shall be
in writing and sent or delivered in one of the manners expressly contemplated
in this Section 8. If mailed, notices must be sent by prepaid first-class mail,
certified, return receipt requested, and shall be deemed to have been received
on the earlier of the date shown on the receipt or three (3) Business Days
after the post-mark date thereof. In addition, notices hereunder may be
delivered by hand in which event the notice shall be deemed effective when
delivered or by a nationally recognized overnight courier, in which event the
notice shall be deemed delivered the first Business Day after it is accepted by
the courier for next day delivery. All such notices shall be given to the
parties hereto at the following addresses:


                    (a)  If to Maker:

                    Eltrax Systems, Inc.
                    400 Galleria Parkway, Suite 300
                    Atlanta, Georgia 30339
                    Attention:  Chief Executive Officer
                    Telecopier No.:  (678) 589-3570

                    with a required copy to:

                    Jaffe, Raitt, Heuer & Weiss, Professional Corporation
                    One Woodward Avenue
                    Suite 2400
                    Detroit, Michigan  48226
                    Attention:  William E. Sider, Esq.
                    Telecopier No.:  (313) 961-8358

                    (b)  If to Holder:

                    Cereus Technology Partners, Inc.
                    1000 Abernathy Road
                    Suite 1000
                    Atlanta, Georgia 30328
                    Attention:  Chief Executive Officer
                    Telecopier No.:  (770) 668-9095


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                    with a required copy to:

                    Rogers & Hardin LLP
                    229 Peachtree Street, N.E.
                    2700 International Tower
                    Atlanta, Georgia  30303
                    Attn:  Steven E. Fox, Esq.
                    Telecopier No.:  (404) 525-2224

         Any party hereto may change the address to which notices shall be
directed under this Section by giving written notice of such change to the
other parties.

         9.       NO SHAREHOLDER RIGHTS. Nothing contained in this Note shall be
construed as conferring upon Holder or any other person the right to vote or to
consent or, except as set forth in Section 2 hereof, to receive notice as a
shareholder in respect of meetings of shareholders for the election of
directors of Maker or any other matters or any rights whatsoever as a
shareholder of Maker; and no dividends or interest shall be payable or accrued
in respect of this Note or the interest represented hereby or the shares of
Borrower Common Stock obtainable hereunder until, and only to the extent that,
this Note shall have been converted as provided herein.

         10.      HEADING; REFERENCES. All headings used herein are used for
convenience only and shall not be used to construe or interpret this Note.

         11.      WAIVER. No waiver by Holder of any default shall be effective
unless in writing, nor shall it operate as a waiver of any other default or of
the same default on a future occasion. No delay or omission by Holder in
exercising any of its rights, remedies, powers and privileges hereunder or at
law and no course of dealing between Holder and Maker or any other person shall
be deemed a waiver by Holder of any of such rights, remedies, powers and
privileges even if such delay or omission is continuous or repeated, nor shall
any single or partial exercise of any right, remedy, power or privilege
preclude any other or further exercise thereof by Holder or the exercise of any
other right, remedy, power or privilege by Holder. Maker waives demand,
presentment, protest, notice of protest and notice of dishonor.

         12.      ATTORNEYS' FEES. If this Note is placed in the hands of any
attorney for collection, or if collected by suit or through any bankruptcy or
other legal proceedings, Maker hereby agrees to pay all expenses incurred
reasonably by the Holder of this Note, including reasonable attorneys' fees,
all of which shall become a part of the principal hereof.

         13.      SEVERABILITY. Each provision of this Note shall be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Note shall be prohibited by or invalid under applicable law,
such provision shall be ineffective to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Note.

         14.      SUCCESSORS AND ASSIGNS. This Note shall be binding upon Maker
and its successors and assigns and shall inure to the benefit of Holder and its
successors and assigns.


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         15.      GOVERNING LAW. This Note in all respects shall be governed by
and construed and enforced in accordance with the laws of the State of Georgia,
without giving effect to principles of conflicts of laws. This Note may not be
changed orally, but only by an instrument in writing executed by Maker and
Holder.

                             [Signatures Next Page]



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         IN WITNESS WHEREOF, the undersigned have caused this Second Amended
and Restated Non-Negotiable Subordinated Convertible Promissory Note to be
executed and delivered by their respective duly authorized officers as of
August 31, 2000.

                                        ELTRAX SYSTEMS, INC.



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



                                        CEREUS TECHNOLOGY PARTNERS, INC.


                                        By:      /s/ Steven A. Odom
                                           -------------------------------------
                                           Its: Chief Executive Officer
                                                --------------------------------




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