

 
                                                               EXHIBIT 99.2 TO
                                                               SCHEDULE 13D



THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE HEREUNDER HAVE NOT
BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MUST BE HELD
INDEFINITELY UNLESS SUBSEQUENTLY REGISTERED UNDER SAID ACT OR AN EXEMPTION
FROM SUCH REGISTRATION IS AVAILABLE.  THIS WARRANT AND THE SHARES OF COMMON
STOCK PURCHASABLE HEREUNDER MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR
OTHERWISE TRANSFERRED UNLESS SUCH SALE, PLEDGE, HYPOTHECATION OR OTHER
DISPOSITION SHALL HAVE BEEN REGISTERED UNDER SAID ACT OR AN EXEMPTION UNDER
SAID ACT IS AVAILABLE TO PERMIT SUCH WARRANT AND THE SHARES OF COMMON STOCK
PURCHASABLE HEREUNDER TO BE LEGALLY SOLD OR OTHERWISE TRANSFERRED WITHOUT SUCH
REGISTRATION.  THIS WARRANT AND THE SHARES OF COMMON STOCK PURCHASABLE
HEREUNDER ARE SUBJECT TO THE TERMS AND PROVISIONS OF THE WARRANT PURCHASE
AGREEMENT.


                              Dated:  April 25, 1996


                                    WARRANT


                  To Purchase 666,312 Shares of Common Stock 


                             VERNITRON CORPORATION

                            Expiring April 25, 2006


THIS IS TO CERTIFY THAT, for value received, BANQUE PARIBAS ACTING THROUGH ITS
GRAND CAYMAN BRANCH (the "Original Holder"), and its permitted designees,
successors or assigns (collectively, together with the Original Holder, the
"Holder") is entitled to purchase from VERNITRON CORPORATION, a Delaware
corporation (the "Company"), at any time or from time to time after 9:00 a.m.,
New York City time, on the date hereof and prior to 5:00 p.m., New York City
time, on April 25, 2006 (the "Expiration Date"), at the place where a Warrant
Agency (as hereinafter defined) is located, at the Exercise Price (as
hereinafter defined), 666,312 shares of Common Stock, $0.01 par value (the
"Common Stock"), of the Company, all subject to adjustment and upon the terms
and conditions as hereinafter provided and as provided in the Warrant Purchase
Agreement, and is entitled also to exercise the other appurtenant rights,
powers and privileges hereinafter described.  If not exercised in total prior
to the Expiration Date, unless the Holder has given the Company notice to the
contrary, this Warrant shall be deemed automatically exercised on the
Expiration Date, and the Company shall promptly give notice of such automatic
exercise to the Holder on or as soon as practicable after the Expiration Date. 
Such shares of Common Stock purchasable under this Warrant, less any such
shares actually purchased hereunder shall be referred to as "Shares."

          Certain terms used in this Warrant are defined in Article IV.  This
Warrant is one of three Warrants issued by the Company in connection with the
acquisition of Precision Aerotech, Inc. and the other transactions
contemplated hereby.  The Warrants are being issued on the date hereof to
Banque Paribas and Paribas Principal, Inc. and are expected to be issued to
Donaldson, Lufkin & Jenrette promptly after the date hereof.  In the
<PAGE>
aggregate, on the date of issuance of such Warrants, the Warrants will be
exercisable into 1,542,700 shares of Common Stock of the Company.


                                   ARTICLE I

                             EXERCISE OF WARRANTS

          1.1  Method of Exercise.  To exercise this Warrant in whole or in
part with respect to any Shares, the Holder shall deliver to the Company, at
the Warrant Agency, (a) this Warrant, (b) a written notice, in substantially
the form of the Subscription Notice attached hereto, of such Holder's election
to exercise this Warrant, which notice shall specify the number of Shares of
Common Stock to be purchased, the denominations of the share certificate or
certificates desired and the name or names in which such certificates are to
be registered and (c) payment of the Exercise Price with respect to such
Shares or cancellation of this Warrant with respect to a number of Shares.  If
the Holder elects to pay the Exercise Price in money, such payment may be
made, at the election of the Holder, by cash, money order, certified or bank
cashier's check or wire transfer of immediately available funds.  If the
Holder elects to pay the Exercise Price by cancelling this Warrant with
respect to Shares, the Exercise Price may be paid by cancelling this Warrant
with respect to that number of Shares whose aggregate Current Market Price
minus the aggregate Exercise Price is equal to the aggregate Exercise Price
with respect to the number of Shares to be received upon exercise of this
Warrant.

          The Company shall, as promptly as practicable and in any event
within seven days thereafter, execute and deliver or cause to be executed and
delivered, in accordance with such notice, a certificate or certificates,
representing the aggregate number of Shares specified in said notice.  The
share certificate or certificates so delivered shall be in such denominations
as may be specified in such notice or, if such notice shall not specify denom-
inations, in a denomination equal to the aggregate number of Shares specified
in said notice, and shall be issued in the name of the Holder or such other
name or names as shall be designated in such notice, subject to any
restrictions contained in the Warrant Purchase Agreement.  Such certificate or
certificates shall be deemed to have been issued, and such Holder or, subject
to any restrictions contained in the Warrant Purchase Agreement, any other
Person so designated to be named therein shall be deemed for all purposes to
have become a holder of record of such shares, as of the date the
aforementioned notice and the Exercise Price is received by the Company.  If
this Warrant shall have been exercised only in part, the Company shall, at the
time of delivery of the certificate or certificates, deliver to the Holder a
new Warrant evidencing the rights to purchase the remaining shares of Common
Stock called for by this Warrant, which new Warrant shall in all other
respects be identical with this Warrant, or, at the request of the Holder,
appropriate notation may be made on this Warrant which shall then be returned
to the Holder.  The Company shall pay all expenses, taxes and other charges
payable in connection with the preparation, issuance and delivery of share
certificates and new Warrants, except that, if share certificates or Warrants
shall be registered in a name or names other than the name of the Holder,
funds sufficient to pay all transfer taxes payable as a result of such trans-
fer shall be paid by the Holder at the time of delivering the aforementioned
notice of exercise or promptly upon receipt of a written request of the
Company for payment.

          1.2  Shares To Be Fully Paid and Nonassessable.  All shares of
Common Stock issued upon the exercise of this Warrant shall be validly issued,
fully paid and nonassessable, free of all liens, taxes and other charges, and,
if the Common Stock of any class is then listed on any national securities
exchange (as such term is used in the Exchange Act) or quoted on NASDAQ, shall
be duly listed or quoted thereon, as the case may be.

          1.3  No Fractional Shares To Be Issued.  The Company shall not be
required to issue fractions of shares of Common Stock upon exercise of this
<PAGE>
Warrant.  If any fraction of a share would, but for this Section, be issuable
upon any exercise of this Warrant, in lieu of such fractional share the
Company shall pay to the Holder, in cash, an amount equal to the same fraction
of the Current Market Price per share of outstanding Common Stock on the
Business Day immediately prior to the date of such exercise.

          1.4  Share Legend.  Each certificate for shares of Common Stock
issued upon exercise of this Warrant, unless at the time of exercise such
shares are registered under the Securities Act, shall bear the following
legend:

          This security has not been registered under the Securities Act of
     1933, as amended, and must be held indefinitely unless subsequently
     registered under said Act or an exemption from such registration is
     available.  This security may not be sold, pledged, hypothecated or
     otherwise transferred unless such sale, pledge, hypothecation or other
     disposition shall have been registered under said act or such disposition
     is made in reliance upon an exemption from registration under said act. 
     This Warrant and the shares of Common Stock purchasable hereunder are
     subject to the terms and provisions of the Warrant Purchase Agreement,
     dated as of April 25, 1996, between Vernitron Corporation and the other
     parties thereto.

          Any certificate issued at any time in exchange or substitution for
any certificate bearing such legend (except a new certificate issued upon
completion of a public distribution pursuant to a registration statement under
the Securities Act covering such Shares) shall also bear such legend unless,
in the opinion of counsel selected by the holder of such certificate and
reasonably acceptable to the Company (who may be an employee of such holder),
the securities represented thereby need no longer be subject to restrictions
on resale under the Securities Act.

          1.5  Authorized Shares; Reservation of Shares for Issuance.  At all
times while this Warrant is outstanding, the Company shall maintain its
corporate authority to issue, and shall reserve for issuance upon exercise of
this Warrant, such number of shares of Common Stock as shall be sufficient to
perform its obligations under this Warrant (after giving effect to any
adjustments to the number of Shares purchasable upon exercise of this Warrant
pursuant to Article III hereof).

          1.6   Notification By The Company.  In case at any time:

          (i)  the Company shall declare any dividend or make any distribution
     upon its Common Stock; or

         (ii)  the Company shall offer for sale, or shall otherwise issue
     (except upon exercise of the Existing Warrants), any additional shares of
     stock of any class or any other securities convertible into or
     exchangeable for shares of stock or any rights or options to subscribe
     thereto; or

        (iii)  the Board of Directors of the Company shall authorize any
     capital reorganization, reclassification or similar transaction involving
     the capital stock of the Company, or a sale or conveyance of all or
     substantially all of the assets of the Company, or a consolidation,
     merger or business combination of the Company with another Person; or

         (iv)  actions or proceedings shall be authorized or commenced for a
     voluntary or involuntary dissolution, liquidation or winding-up of the
     Company;

then, in any one or more of such cases, the Company shall give written notice
to the Holder, at the earliest time legally practicable (and not less than 30
days before any record date or other date set for definitive action) of the
date on which (A) the books of the Company shall close or a record shall be
taken for such dividend, distribution or sale or other issuance or (B) such
<PAGE>
reorganization, reclassification, sale, conveyance, consolidation, merger,
dissolution, liquidation or winding-up shall take place or be voted on by
stockholders of the Company, as the case may be.  Such notice shall also
specify the date as of which the holders of the Common Stock of record shall
participate in said dividend, distribution, sale or other issuance or shall be
entitled to exchange their Common Stock for securities or other property
deliverable upon such reorganization, reclassification, sale, conveyance,
consolidation, merger, dissolution, liquidation or winding-up, as the case may
be.  If the action in question or the record date is subject to the
effectiveness of a registration statement under the Securities Act or to a
favorable vote of stockholders, the notice required by this Section 1.6 shall
so state.


                                  ARTICLE II

                    WARRANT AGENCY; TRANSFER, EXCHANGE AND
                            REPLACEMENT OF WARRANTS

          2.1  Warrant Agency.  The Company shall maintain, at its own
expense, an agency (the "Warrant Agency"), for certain purposes specified
herein and shall cause such Warrant Agency to remain open during normal
business hours on each Business Day in connection with the performance of its
obligations hereunder.  The Company shall perform the obligations of the
Warrant Agency provided herein at its address at 645 Madison Avenue, New York,
New York 10022 or such other address as the Company shall specify by notice to
all Warrantholders.

          2.2  Ownership of Warrant.  The Company may deem and treat the
Person in whose name this Warrant is registered as the holder and owner hereof
(notwithstanding any notations of ownership or writing hereon made by any
Person other than the Company) for all purposes and shall not be affected by
any notice to the contrary, until presentation of this Warrant for
registration of transfer as provided in this Article II.

          2.3  Transfer of Warrant.  The Company agrees to maintain at the
Warrant Agency books for the registration of transfers of this Warrant and all
rights hereunder shall be registered, in whole or in part, on such books, upon
surrender of this Warrant at the Warrant Agency, together with a written
assignment of this Warrant duly executed by the Holder or its duly authorized
agent or attorney and funds sufficient to pay any transfer taxes payable upon
such transfer.  Upon surrender the Company shall execute and deliver a new
Warrant or Warrants in the name of the assignee or assignees and in the
denominations specified in the instrument of assignment, and this Warrant
shall promptly be canceled.  Notwithstanding the foregoing, a Warrant may be
exercised by a new holder without having a new Warrant issued.

          2.4  Division or Combination of Warrants.  Subject to restrictions
contained in the Warrant Purchase Agreement, this Warrant may be divided or
combined with other Warrants upon surrender hereof and of any Warrant or
Warrants with which this Warrant is to be combined at the Warrant Agency,
together with a written notice specifying the names and denominations in which
the new Warrant or Warrants are to be issued, signed by the holders hereof and
thereof or their respective duly authorized agents or attorneys.  Subject to
compliance with Section 2.3 as to any permitted transfer which may be involved
in the division or combination, the Company shall execute and deliver a new
Warrant or Warrants in exchange for the Warrant or Warrants to be divided or
combined in accordance with such notice.

          2.5  Loss, Theft, Destruction of Warrant Certificates.  Upon receipt
of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of any Warrant and, in the case of any such loss,
theft or destruction, upon receipt of indemnity or security reasonably satis-
factory to the Company (the Original Holder's or any institutional
Warrantholder's indemnity being satisfactory indemnity in the event of loss,
theft or destruction of any Warrant owned by such institutional holder), or,
<PAGE>
in the case of any such mutilation, upon surrender and cancellation of such
Warrant, the Company will make and deliver, in lieu of such lost, stolen,
destroyed or mutilated Warrant, a new Warrant of like tenor and representing
the right to purchase the same aggregate number of shares of Common Stock.

          2.6  Expenses of Delivery of Warrants.  The Company shall pay all
expenses, taxes (other than transfer taxes) and other charges payable in
connection with the preparation, issuance and delivery of Warrants and Common
Stock hereunder.


                                  ARTICLE III

                            ANTIDILUTION PROVISIONS

          3.1  Adjustment of Exercise Price and Number of Warrant Shares.  The
number and kind of shares purchasable upon the exercise of this Warrant and
the Exercise Price shall be subject to adjustment and reset from time to time
upon the happening of certain events, as hereinafter described.

          3.2  Mechanical Adjustments.  The number of Shares and the Exercise
Price shall be subject to adjustment as follows:

          (a)  In case the Company shall at any time after the date of this
     Agreement (i) declare or pay a dividend in shares of Common Stock or make
     a distribution in shares of Common Stock to all holders of its Common
     Stock, (ii) subdivide its outstanding shares of Common Stock, (iii)
     combine its outstanding shares of Common Stock into a smaller number of
     shares of Common Stock or (iv) issue any shares of its capital stock in a
     reclassification or reorganization of the Common Stock (including any
     such reclassification in connection with a consolidation or merger in
     which the Company is the continuing entity), this Warrant shall be
     adjusted to the number of Shares and amount of any other securities, cash
     or other property of the Company which such Holder would have owned or
     have been entitled to receive after the happening of any of the events
     described above had this Warrant been exercised immediately prior to the
     happening of such event or any record date with respect thereto.  An
     adjustment made pursuant to this paragraph (a) shall become effective
     immediately after the effective date of such event retroactive to the
     record date, if any, for such event.  Any Shares purchasable as a result
     of such adjustment shall not be issued prior to the effective date of
     such event.

          (b)  Other than if resulting in an adjustment pursuant to Section
     3.2(a), in case the Company shall issue rights, options or warrants to
     subscribe for or purchase, or other securities exchangeable for or
     convertible into, shares of Common Stock (any such rights, options,
     warrants or other securities being herein called "Rights") to all holders
     of shares of its Common Stock whether or not such Rights are immediately
     exercisable or convertible, the Company shall issue such Rights to each
     Holder on the same basis as such Holder would have been entitled to
     receive such Rights if the Warrants had been exercised immediately prior
     to the happening of such event or the record date with respect thereto
     and no adjustment in the number and kind of Shares or Exercise Price
     shall be made under this Warrant in such circumstance.

          (c)  Whenever the numbers of Shares are adjusted as herein provided,
     the Exercise Price payable upon exercise of this Warrant shall be
     adjusted by multiplying such Exercise Price immediately prior to such
     adjustment by a fraction, of which the numerator shall be the number of
     Shares immediately prior to such adjustment, and of which the denominator
     shall be the number of Shares immediately thereafter.

          (d)  No adjustment in the number of Shares shall be required
     hereunder unless such adjustment would result in an increase or decrease
     of at least one percent (1%) of the Exercise Price; provided, however,
<PAGE>
     that any adjustments which by reason of this paragraph (d) 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-hundredth of a cent or to the nearest one-thousandth of a Share, as
     the case may be.

          (e)  No adjustment shall be made pursuant to this Article III in
     respect of the issuance of shares of Common Stock pursuant to the
     Existing Warrants.  No adjustment need be made for a change in the par
     value of the Common Stock.

          (f)  For the purpose of this subsection 3.2, the term "shares of
     Common Stock" shall mean (i) the classes of stock designated as Common
     Stock at the date of this Agreement, (ii) any other class of stock
     resulting from successive changes or reclassifications of such shares
     consisting solely of changes in par value, or from par value to no par
     value, or from no par value to par value or (iii) any other capital stock
     of the Company which is not by its terms restricted in amount or timing
     to the entitlement to dividends.  In the event that at any time, as a
     result of an adjustment made pursuant to this Section 3.2, the Holders
     shall become entitled to receive any securities of the Company other than
     shares of Common Stock, thereafter the number of such other securities so
     receivable upon exercise of this Warrant and the Exercise Price of such
     shares shall be subject to adjustment from time to time in a manner and
     on terms as nearly equivalent as practicable to the provisions with
     respect to the Shares contained in this Article III.

          3.3  Voluntary Adjustment by the Company.  The Company may at its
option, at any time during the term of this Warrant, reduce the then current
Exercise Price to any amount and for any period of time deemed appropriate by
the Board of Directors of the Company, including such reductions in the
Exercise Price as the Company considers to be advisable in order that any
event treated for Federal income tax purposes as a dividend of stock or stock
rights shall not be taxable to the recipients; provided, however, that no such
adjustment in Exercise Price shall affect the number of Shares.

          3.4  Notice of Adjustment.  Whenever the number of Shares or the
Exercise Price is required to be adjusted, as herein provided, the Company
promptly shall mail by first class, postage prepaid, to each Holder, notice of
such adjustment or adjustments setting forth the number of Shares and the
Exercise Price after such adjustment, setting forth a brief statement of the
facts requiring such adjustment and setting forth the computation by which
such adjustment was made.

          3.5  Dividends and Distributions.  Other than if resulting in an
adjustment pursuant to Section 3.2(a) or issuance covered by 3.2(b), in case
the Company shall declare a dividend or make any other distribution upon
Common Stock (other than in shares of Common Stock), the Company shall hold
any property (including cash) paid in respect of such dividend or distribution
that the Holder would have received if the Holder had theretofore exercised
the Warrant for the benefit of the Holder and promptly pay same over to the
Holder.

          3.6  Preservation of Purchase Rights upon Merger, Consolidation,
etc.  In case of any consolidation of the Company with or merger of the
Company with or into another Person or in case of any sale, transfer or lease
to another Person of all or substantially all the assets of the Company, the
Company or such successor or purchasing Person, as the case may be, shall
agree (and such merger, consolidation or transfer of assets shall not be
consummated without such agreement) that each Holder thereafter shall have the
right only to receive, and such Warrant shall only represent the right to
receive, upon payment of the Exercise Price in effect immediately prior to
such action, the kind and amount of shares and other securities, cash and
other property which he would have been entitled to receive after the
happening of such consolidation, merger, sale, transfer or lease had this
Warrant been exercised immediately prior to such action (provided that if the
<PAGE>
kind or amount of securities, cash and other property receivable upon such
consolidation, merger, sale or transfer is not the same for each share of
Common Stock of the Company, then for the purpose of this Section the kind and
amount of securities, cash and other property receivable upon exercise of this
Warrant immediately after such consolidation, merger, sale or transfer shall
be the kind and amount so receivable per share by a majority of the holders of
Common Stock), and if the successor or purchasing Person is not a corporation,
such person shall provide appropriate tax indemnification with respect to such
shares and other securities and property so that upon exercise of the Warrant,
the Holder would have the same benefits it otherwise would have had if such
successor or purchasing Person were a corporation.  Such agreement shall
provide for adjustments, which shall be as nearly equivalent as may be
practicable to the adjustments provided for in this Article III and that such
adjustments shall similarly apply to successive consolidations, mergers,
sales, transfers or leases.

          3.7  Statement on Warrant Certificates.  Irrespective of any
adjustments in the Exercise Price or the number or kind of Shares, this
Warrant may continue to express the same price and number and kind of shares
as are stated on the front page hereof.


                                  ARTICLE IV

                                  DEFINITIONS

          The following terms, as used in this Warrant, have the following
respective meanings:

          "Business Day" means each Monday, Tuesday, Wednesday, Thursday, and
Friday which is not a day on which banking institutions in the City of New
York are authorized or obligated by law or executive order to close.

          "Commission" shall mean the Securities and Exchange Commission or
any other Federal agency then administering the Securities Act and other
Federal securities laws.

          "Common Stock" shall have the meaning set forth in the first
paragraph of this Warrant, subject to adjustment pursuant to Article III.

          "Company" shall have the meaning set forth in the first paragraph of
this Warrant.

          "Current Market Price" shall mean at any date the average of the
daily closing prices for the 10 consecutive trading days prior to the date as
of which the market price is to be computed on the principal national
securities exchange or in the NASDAQ-National Market System on which the
shares of Common Stock are listed or to which such shares are admitted to
trading, or, if not listed or admitted to trading, the average of the closing
bid and asked prices of the Common Stock in the over-the-counter market as
reported by NASDAQ or any comparable system, or if the Common Stock is not
listed on NASDAQ or a comparable system, the average of the closing bid and
asked prices as furnished by two members of the National Association of
Securities Dealers, Inc. selected from time to time by the Board of Directors
of the Company for that purpose.  In the absence of the foregoing, the
appropriate Current Market Price per share shall be the fair market value
thereof as determined by Board of Directors of the Company in good faith.

          "Exchange Act" means the Securities Exchange Act of 1934, as
amended, and the rules and regulations of the Commission thereunder.

          "Exercise Price" means $.01 per share of Common Stock, subject to
adjustment pursuant to Article III.

          "Existing Warrants" shall mean the Warrants other than this Warrant,
the warrant issued to CIT entitling CIT to purchase 31,345 Shares of Common
<PAGE>
Stock on the date hereof and the Management Options.

          "Expiration Date" shall have the meaning set forth in the first
paragraph of this Agreement.

          "Holder" shall have the meaning set forth in the first paragraph of
this Warrant.

          "Management Options" shall mean the options to acquire up to 193,000
shares of Common Stock issued pursuant to the Company's Long Term Stock
Incentive Plan and any other options granted to employees of the Company or
any of its Subsidiaries having an exercise price equal to or in excess of the
Current Market Price.

          "NASDAQ" means the National Association of Securities Dealers, Inc.
Automated Quotation System.

          "Original Holder" shall have the meaning set forth in the first
paragraph of this Warrant.

          "Person" means an individual or a corporation, partnership, trust,
incorporated or unincorporated association, joint venture, joint stock
company, government (or an agency or political subdivision thereof) or other
entity of any kind.

          "Rights" shall have the meaning set forth in Section 3.2(b).

          "Securities Act" means the Securities Act of 1933, as amended, and
the rules and regulations of the Commission thereunder.

          "Shares" shall have the meaning set forth in the first paragraph of
this Warrant.

          "Subsidiary" means, with respect to any Person, (i) a corporation a
majority of whose capital stock with voting power, under ordinary
circumstances, to elect directors is at the time, directly or indirectly,
owned by such Person, by one or more Subsidiaries of such Person or by such
Person and one or more Subsidiaries thereof or (ii) any other Person (other
than a corporation) in which such Person, one or more Subsidiaries thereof or
such Person and one or more Subsidiaries thereof, directly or indirectly, at
the date of determination thereof, has at least majority ownership interest
or, if such other Person is a partnership, a majority ownership interest in
the general partner thereof.

          "Warrant shall mean this Warrant as this Warrant may be amended,
modified or supplemented from time to time.

          "Warrant Agency" shall have the meaning set forth in Section 2.1.

          "Warrantholder" means a holder of any Warrant issued by the Company
on the date hereof and such holder's permitted designees, successors and
permitted assigns.

          "Warrant Purchase Agreement" means the Warrant Purchase Agreement,
dated as of April 25, 1996, among the Company, Paribas Principal, Inc. and
Banque Paribas acting through its Grand Cayman Branch, as amended, modified or
supplemented and, at the request of the Company, the holder of the Warrant
granted after the date hereof shall be entitled to become a party thereto.


                                   ARTICLE V

                                 MISCELLANEOUS

          5.1  Notices.  Any notice or other communication to be given shall
be in writing and may be personally served, telexed or sent by United States
<PAGE>
mail and shall be deemed to have been given when delivered in person, upon
receipt of telex or four Business Days after deposit in the United States
mail, registered or certified, with postage prepaid and properly addressed. 
In the case of the Original Holder, such notices and communications shall be
addressed to its address set forth below, unless the Original Holder shall
notify the Company that notices and communications should be sent to a
different address (or telex number), in which case such notices and
communications shall be sent to the address (or telex number) specified by the
Holder.  In the case of other Holders, such notices and communications shall
be addressed to such address as such other Holder shall specify to the
Company.  In the case of the Company, such notices and communications shall be
addressed as follows (until notice of a change is given as provided herein):

               Vernitron Corporation
               645 Madison Avenue
               New York, New York  10022
               Telecopy:  (212) 754-6348
               Attention:  General Counsel

          If to the Original Holder:

               Banque Paribas
               787 Seventh Avenue
               New York, New York  10019
               Telecopy:  (212) 841-2363
               Attention:  Donald Ercole

          with a copy to:

               White & Case
               1155 Avenue of the Americas
               New York, New York  10036
               Telecopy:  (212) 354-8113
               Attention:  John M. Reiss, Esq.

          5.2  Waivers; Amendments.  No failure or delay of the Holder in
exercising any power or right hereunder shall operate as a waiver thereof
(except for a failure to exercise this Warrant prior to the Expiration Date),
nor shall any single or partial exercise of any such right or power, or any
abandonment or discontinuance of steps to enforce such a right or power,
preclude any other or further exercise thereof or the exercise of any other
right or power.  The rights and remedies of the Holder are cumulative and not
exclusive of any rights or remedies which it would otherwise have.  The
provisions of this Warrant may be amended, modified or waived with (and only
with) the written consent of the Company and the holders of Warrants
substantially identical to this Warrant, voting as a single class, entitling
such holders to purchase a majority of the Common Stock subject to purchase
upon exercise of such Warrants at the time outstanding (exclusive of Warrants
then owned by the Company or any Subsidiary or affiliate thereof); provided,
however, that no such amendment, modification or waiver shall, without the
written consent of the holders of all Warrants at the time outstanding, (a)
change the number of Shares, the Exercise Price or provisions for payment
thereof or (b) amend, modify or waive the provisions of this Section or
Article III.

          Any such amendment, modification or waiver effected pursuant to this
Section shall be binding upon the holders of all Warrants and Common Stock
issued upon exercise thereof, upon each future holder thereof and upon the
Company.  In the event of any such amendment, modification or waiver the
Company shall give prompt notice thereof to all holders of Warrants and, if
appropriate, notation thereof shall be made on all Warrants thereafter sur-
rendered for registration of transfer or exchange.

          No notice or demand on the Company in any case shall entitle the
Company to any other or further notice or demand in similar or other
circumstances.
<PAGE>
          5.3  Governing Law.  THIS WARRANT SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, EXCEPT TO THE EXTENT
THAT THE LAWS OF DELAWARE SHALL BE MANDATORILY APPLICABLE HERETO.

          5.4  Survival of Agreements; Representations and Warranties,
etc.  All warranties, representations and covenants made by the Company herein
or in any other agreement or in any certificate or other instrument delivered
by or on behalf of it in connection with the Warrants (other than the Credit
Documents) shall be considered to have been relied upon by the Holder and
shall survive the issuance and delivery of the Warrants, regardless of any in-
vestigation made by the Holder, and shall continue in full force and effect so
long as this Warrant is outstanding.  All statements in any such other
agreement or in any certificate or other instrument shall constitute
representations and warranties hereunder.

          5.5  Covenants To Bind Successors and Assigns.  All covenants,
stipulations, promises and agreements in this Warrant contained by or on
behalf of the Company shall bind its successors and permitted assigns, whether
so expressed or not.

          5.6  Severability.  In case any one or more of the provisions
contained in this Warrant shall be invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein and therein shall not in any way be affected or impaired
thereby.  The parties shall endeavor in good faith negotiations to replace the
invalid, illegal or unenforceable provisions with valid provisions the
economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.

          5.7  Construction.  The definitions in this Warrant shall apply
equally to both the singular and the plural forms of the terms defined. 
Wherever the context may require, any pronoun shall include the corresponding
masculine, feminine and neuter forms.  The Section headings used herein are
for convenience of reference only, are not part of this Warrant and are not to
affect the construction of or be taken into consideration in interpreting this
Warrant.

          5.8  No Rights as Stockholder.  This Warrant shall not entitle the
Holder to any rights as a stockholder of the Company until such time as this
Warrant shall have been exercised.


          IN WITNESS WHEREOF, VERNITRON CORPORATION has caused this Warrant to
be executed in its corporate name by one of its officers thereunto duly
authorized, attested by its Secretary or an Assistant Secretary, all as of the
day and year first above written.


                    VERNITRON CORPORATION


                    By /s/ Raymond F. Kunzmann  
                       Title: Vice President


Attest:



 /s/ Elliot N. Konopko  
Secretary


                             SUBSCRIPTION NOTICE 

                   (To be executed upon exercise of Warrant)
<PAGE>
To VERNITRON CORPORATION

          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 as provided for therein, and tenders
herewith payment of the Exercise Price in full in the form of cash, money
order, certified or bank cashier's check or wire transfer or by cancellation
of the Warrant with respect to shares of Common Stock subject to the Warrant.

          Please issue a certificate or certificates for such shares of Common
Stock in the following name and names and denominations:

          If said number of shares shall not be all the shares issuable upon
exercise of the attached Warrant, a new Warrant is to be issued in the name of
the undersigned for the balance remaining of such shares less any fraction of
a share paid in cash.


Dated: ____________, ____



               ____________________________
               NOTE:     The above signature should correspond exactly with
                         the name on the face of the attached Warrant or with
                         the name of the assignee appearing in the assignment
                         form below.


                                  ASSIGNMENT

                  (To be executed upon assignment of Warrant)


          For value received, ___________________________ hereby sells,
assigns and transfers unto _________________ the attached Warrant, together
with all right, title and interest therein, and does hereby irrevocably
constitute and appoint _________________________ attorney to transfer said
Warrant on the books of VERNITRON CORPORATION, a Delaware corporation, with
full power of substitution in the premises.



               __________________________________
               NOTE:     The above signature should correspond exactly with
                         the name on the face of the attached Warrant.


Dated:  __________, ____
<PAGE>
