
<PAGE>

                                                                   EXHIBIT 4.2

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 776,388 Shares of Common Stock 


                              VERNITRON CORPORATION

                             Expiring April 25, 2006


THIS IS TO CERTIFY THAT, for value received, PARIBAS PRINCIPAL, INC. (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), 776,388 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.  Such
shares of Common Stock purchasable under this Warrant, less 

<PAGE>

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 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 

                                       -2-

<PAGE>

such notice shall not specify denominations, 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 transfer 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
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.

                                       -3-

<PAGE>

          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 

                                       -4-

<PAGE>

     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
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

                                       -5-

<PAGE>

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.

                                       -6-

<PAGE>

          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
satisfactory 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, 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, 

                                       -7-

<PAGE>

     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, 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.

                                       -8-

<PAGE>

          (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.

                                       -9-

<PAGE>

          3.5  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 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.

          3.6  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.

                                      -10-

<PAGE>

                                   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 $1.25 per share of Common Stock, subject to
adjustment pursuant to Article III.

                                      -11-

<PAGE>

          "Existing Warrants" shall mean the Warrants other than this Warrant,
the warrant issued to CIT entitling CIT to purchase 31,345 Shares of Common
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 deter-

                                      -12-

<PAGE>

mination 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 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):

                                      -13-

<PAGE>

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

          If to the Original Holder:

               Paribas Principal, Inc.
               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 

                                      -14-

<PAGE>

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 surrendered 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.

          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 investigation 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.

                                      -15-

<PAGE>

          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.

                                      -16-

<PAGE>

                              SUBSCRIPTION NOTICE 

                    (To be executed upon exercise of Warrant)

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.

<PAGE>

                                   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:  __________, ____

 
