VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

File No. 3848 C/2005 of 01.11.2005/02.11.2005 c/fg
--------------------

Sale and Purchase Agreement

Starting on the first day of November two thousand and five and finished on
the second day of November two thousand and five

                               -01.11.2005/02.11.2005 -

the following parties were all present at the same time before me

Dr. Heinz Korte
notary public in Munich
Theatinerstr. 7/Ill, 80333 Munich
at the office of Taylor Wessing, Isartorplatz 8, 80331 Munich

1.  Mr. Dr. Klaus Harisch, born 14.03.1964,
    Mr. Peter XVUnsch,
    born 23 .01.1955,
    business address: Landsberger Str. 110, 80339 Munich, personally known to
    me, acting not in their own name but acting as members of the board jointly
    authorized to represent the company

varetis AG

    a German stock corporation (Aktiengeseflschafi), with its corporate seat and
    head office in D-80339 Munich,  Landsberger  Stral3e 110,  registered in the
    commercial register of the local court of Munich (Amtsgericht Miinchen)

     under HRB 122918,
                           -hereinafter the "Seller"-

2.  Mr. Steven Aaron Shaw,
    born 03.11.1959,
    business address: c/o Taylor Wessing, Isartorplatz 8, 80331 Munich,
    identified by his passport of the United States of America,

    Mr. Howard B. Weinreich, born 24.09.1942,
    business address: do Taylor Wessing, Isartorplatz 8, 80331 Munich,
    identified by his passport of the United States of America,

    acting not in their own name but acting as managing directors jointly
    authorized to represent the company

Blitz 05-282 GmbH
in future: "Volt Delta GmbH"

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

    a German limited liability company (Gesellschafi mit beschrdnkter Haftung)

    with its  corporate  seat and head  office  in D- 80331  Munich,  do  Taylor
    Wessing,  Isartorplatz 8, registered in the commercial register of the local
    court of Munich (Amtsgericht Miinchen)

    under HRB 158478,
                          -hereinafter the "Purchaser"-

 3. Mr. Hans Pokorny, born 18.12.1957,
    Mr. Yusuf Bulan, born 05.09.1967,
    business address: Landsberger Str. 110, 80339 Munich,
    personally known to me,

    acting not in their own name but acting as managing directors jointly
    authorized to represent the company

                             Varetis Solutions GmbH,

    a German limited liability company (Gesellschaft mit beschriinkter Haftung)

    with its  corporate  seat and head  office in  D-80339  Munich,  Landsberger
    Strasse110,  registered  in the  commercial  register  of the local court of
    Munich (Amtsgericht M7inchen) under HRB 156693

                           - hereinafter the "Company"


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

The persons appearing  requested that this written record of the notarization be
recorded in the English language.  The notary,  who is in sufficient  command of
the English language,  satisfied himself as to that the persons appearing are in
sufficient command of the English language.  He instructed the persons appearing
about  their  right to have an  interpreter  present or to  request a  certified
translation of this deed. The persons appearing explicitly waived such right.

The persons appearing hand over the document
Sale and Purchase Agreement

relating to shares in
Varetis Solutions GmbH
hereto attached as Annex and request its notarization which hereby follows:

I. Content of declarations

It is referred to the content of the Annex Sale and Purchase Agreement.

II. Advices

The notary public especially indicates to the parties the following:
All agreements must be correctly and completely  recorded.  Failure to do so can
result in this contract  becoming  completely  null and void. The parties hereby
declare that this Deed completely states their agreements.

III. Costs

The costs of this notarial deed will be bome by 2/3 Seller and 1/3 Purchaser.

IV. Copies

The following parties will receive certified copies of this document:
     -    the Seller,
     -    the Purchaser,
     -    the Company,

      the tax office for corporations (notification pursuant to ss. 54 EStDV).


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Taylor Wessing, Isartoplatz 8, 80331 Munich,
     Beiten Burkhardt  Rechtsanwaltsgesellschaft  mbH,  Ganghoferstr.  33, 80339
     Munich

will receive uncertified copies of this document.

The schedules no. 1.01 (d), 2.5(a),  2.5(b),  2.5(c), 2.6(c), 2.7 Part A, of the
Sale and  Purchase  Agreement  will not be read  upon a  waiver  of all  parties
according  to section  ss.14  BeurkG.  Those  schedules  and  annexes  have been
submitted to the attention of the parties and have been signed by them.

Beside of the aforesaid exceptions,  everything else has been read by the notary
including the document hereto attached with its further Annexes, approved by the
parties and signed by their own hand.

     -    Taylor Wessing, Isartorplatz 8, 80331 Munich,
     -    Beiten  Burkhardt  Rechtsanwaltsgesellschaft  mbH,  Ganghoferstr.  33,
          80339 Munich will receive uncertified copies of this document.

The  Schedules  no. 1.01 (d), 2,5 (a), 2.5 (b), 2.5 (c), 2.6 (c), 2.7 Part A, of
the Sale and  Purchase  Agreement  will not be read upon a waiver of all parties
according  to section  ss. 14 BeurkO.  Those  schedules  and  annexes  have been
submitted to the attention of the parties and have been signed by them.

Beside of the aforesaid exceptions,  everything else has been read by the notary
including the document hereto attached with its further Annexes, approved by the
parties and signed by their own hand.


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

ANNEX to the Sale and Purchase Agreement dated 01.11.2005 File No. 3848
C/2005 Dr. Heinz Korte, Notary Public in Munich

The Seller and the  Purchaser  are also  referred to jointly as the "Parties" or
individually  as a "Party".  The Company is  becoming a party to this  Agreement
only insofar as it is taking on any obligations or rights or making or receiving
any declarations within this Agreement.


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

ANNEX to the Sale and Purchase Agreement dated 01.11.2005 File No. 3848
C/2005 Dr. Heinz Korte, Notary Public in Munich

This SHARE PURCHASE AGREEMENT, dated as of November 1, 2005 (the "Signing Date",
(this "Agreement"), between Volta Delta GmbH, a German limited liability company
(the "Purchaser") and varetis AG, a German stock corporation (the "Seller"), and
Varetis Solutions GmbH, a German limited liability company (the "Company"), (the
Seller and the Purchaser collectively the "Parties")

W I T N E S S E T H:
-------------------

                  WHEREAS,  the  Seller  owns all of the  share  capital  in the
nominal value of currently EUR 100,000.00  (one hundred  thousand  Euros) in the
Company  consisting of one share in the nominal amount of EUR 75,000.00 (seventy
five  thousand  Euros)  and one share in the  nominal  amount  of EUR  25,000.00
(twenty five thousand Euros) and one (future) share in the nominal amount of EUR
100,000.00  (one hundred  thousand  Euros) coming into existence upon completion
(registration in the Commercial Register) of the capital increase of the Company
resolved  today  according to the notarial deed No. 3844/05 of the acting notary
(and to be filed for registration  with the commercial  register of the Company)
in connection with the Contribution  Agreement between Seller and the Company as
stipulated in Section 4.15 of this Agreement (collectively the "Shares"); and,

                  WHEREAS,  the Purchaser desires to acquire from the Seller and
the Seller desires to sell to the Purchaser the business of the Company by means
of  acquiring  and  selling  the  Shares,  all upon the terms and subject to the
conditions set forth in this Agreement;

                  NOW,   THEREFORE,   in  reliance  upon  the   representations,
warranties and agreements made herein and in  consideration  of the premises and
mutual promises herein contained, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:



TERMS OF THE TRANSACTION
------------------------


                     Sale,  Purchase, Transfer of the Shares Adjustment of
Purchase Price.

Sale and Purchase
                  Subject to the terms and conditions set out in this Agreement,
the Seller hereby sells to the Purchaser and the Purchaser  herby  purchases all
Shares, including all rights and obligations attached thereto;  Purchaser hereby
accepts such sale.


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.


         Transfer
         --------

The Seller herewith transfers and assigns (tritt ab) the Shares to the Purchaser
under the  condition  precedent  of the  conditions  set out in Article IX being
fulfilled and furthermore  subject to the condition  precedent of the payment of
the  Purchase  Price as  hereinafter  defined  and the  Purchaser  accepts  such
transfer and assignment.

         Purchase Price
         --------------

The purchase  price to be paid by Purchaser  to Seller in  consideration  of the
sale and  transfer  of the Shares  pursuant  to this  Agreement  (the  "Purchase
Price") shall amount to EUR 20,800,000.00 (twenty million eight hundred thousand
Euros) in cash and shall be paid with  releasing  effect (mit  schuldbefreiender
Wirkung) as follows:

     (a) on the Closing Date, by wire transfer to the bank account of the Escrow
Agent (the "Escrow Account"),  the sum of EUR 3,000,000.00 (three million Euros)
(the  "Escrow  Amount") to be held in escrow by the Escrow Agent as security for
any claims of  Purchaser  arising out of or in  connection  with this  Agreement
pursuant to this Agreement or the Escrow Agreement, substantially in the form of
Exhibit A (the "Escrow Agreement");
     (b) on the Closing Date by wire  transfer to the bank account of the Seller
to  be  setup  with  DZ  Bank  (the  "Seller's  Account"),  the  amount  of  EUR
17,800,000.00  (seventeen  million eight hundred thousand Euros) less the amount
owed to the  Company by Seller,  GoYellow  GmbH and Telix AG (the  "Intercompany
Balance") at December 30, 2005;
     (c) on the Closing Date by wire transfer to the bank account of the Company
the Intercompany Balance at December 30, 2005.

     Escrow
     ------

     (d) The Escrow  Amount  shall be divided as follows:  EUR  600,000.00  (six
hundred  thousand Euros) shall be reserved as security for Seller's  obligations
under Section 1.04  regarding the payment of the two accounts  receivable of the
Company  identified  in  Schedule  1.01 (d) and shall be  released if and to the
extent payments regarding these two accounts receivable are made to the Company.
The remaining EUR 2,400,000.00  (two million four hundred thousand Euros) of the
Escrow Amount shall be reserved for any other claims of Purchaser arising out of
or in connection  with this  Agreement and shall be released 15 months after the
Closing  Date except for the  amounts,  if any,  then  claimed by Purchaser in a
written notice to Seller of Purchaser's  Damages prior to the expiration of such
15 month period.

     Certain Information regarding the Purchase Price
     ------------------------------------------------

     (e) When  calculating  the Purchase Price and  establishing  the guaranteed
levels of Net Asset Value and Working  Capital and Cash in  connection  with the
Adjustment of Purchase Price  according to Section 1.02 (b) the Parties  pursued
the idea and agreed that Seller shall not have any  obligation to pay either (i)
the deferred  taxes of EUR  949,807.00  (nine hundred forty nine thousand  eight
hundred and

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

seven Euros) shown on the September Financial Statements or (ii) income and
trade taxes (not  regarding  dividends paid by  Subsidiaries)  owed or to become
owed by the Company for all  periods on or after  January 1, 2005 and  Purchaser
shall  pay or  cause  Company  to pay  all  such  taxes  when  due.  Purchaser's
obligation to pay or cause Company to pay such taxes has been taken into account
in determining the Purchase Price. Furthermore the parties took into account the
principles laid down in Schedule 1.01 (e).  However,  the Parties agree that the
Purchase Price shall be EUR 20,800,000.00 (twenty million eight hundred thousand
Euros) irrespective of the aforementioned ideas and principles set out above for
information purposes only.

     (f) Any provision of this Agreement to the contrary notwithstanding, Seller
will  retain,  and  Purchaser  will not have any  right to the  dividend  of EUR
1,200,000.00  (one million two hundred thousand Euros) made by Company to Seller
in October 2005.

     Closing Financial Statement, Adjustment of Purchase Price.
     ----------------------------------------------------------

     (a) As soon as  reasonably  practicable  after the Closing  Date (but in no
event later than the date March 31, 2006), the Seller will prepare,  cause to be
audited and deliver to the  Purchaser  an audited  balance  sheet,  statement of
income,  cash flows and shareholders  equity of the Company and the Subsidiaries
(as hereinafter  defined) on a consolidated basis as of the Closing Date or - if
the Closing  Date is December 30 or December  31, 2005 - as of December 31, 2005
(the  "Preliminary  Closing Financial  Statement"),  which shall (i) contain all
categories of assets and liabilities  that are included in the Balance Sheet and
the  September  Financial  Statements;  (ii)  be  prepared  in  accordance  with
generally accepted  accounting  principles  pursuant to International  Financial
Reporting  Standards ("IFRS") and (iii) shall contain an unqualified  opinion of
Price Waterhouse  Coopers,  independent  registered  public accounting firm (the
"Seller's  Auditors")  and (iv) specify the amounts of the "Net Asset Value" and
"Working Capital" and "Cash" (as defined in Schedule 1.02 (a)) derived from such
balance  sheet.  For the  purposes of preparing  and  auditing  the  Preliminary
Closing  Financial  Statement,  the  Purchaser  will  provide  to the Seller all
necessary  access  to the books  and  records  of the  Company  in a timely  and
sufficient  manner.  The Preliminary  Closing  Financial  Statement shall become
final and binding on the  Purchaser and the Seller on the 30th day following the
date it is received by the  Purchaser,  unless the said  opinion is qualified in
any way or if prior to such 30th day the  Purchaser  shall deliver to the Seller
written  notice  of its  disagreement  therewith,  together  with  specific  and
detailed proposed changes thereto. In the event that the Seller's Auditors shall
deliver a qualified opinion on the Preliminary Closing Financial Statement or if
the Purchaser  delivers a notice of disagreement,  then the Preliminary  Closing
Financial  Statement shall become final and binding only upon written  agreement
between the Purchaser and the Seller  resolving all  disagreements of the Seller
and resolving the issue or issues which form the basis for such qualification or
a determination is made by a firm of independent  certified  public  accountants
jointly  selected by the Seller and the  Purchaser  as described  below.  If the
Preliminary  Closing Financial Statement has not become final and binding by the
30th day following the receipt by the Seller of the  Purchaser's  written notice
of  disagreement,  or if the Seller and the Purchaser are unable to agree on the
resolution of the  qualification in the Seller's Auditors opinion within 30 days
after delivery of such qualified opinion, the parties will refer such dispute to
a firm of  independent  certified  public  accountants  jointly  selected by the
Seller and the Purchaser for  determination of an appropriate  adjustment to the
Preliminary  Closing  Financial  Statement  to resolve  the issue  raised by the
qualification  in the  opinion of the  Seller's  Auditors  or the  disagreements
raised by Purchaser. Unless the Seller and the Purchaser

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

agree otherwise the Preliminary Closing Financial Statement shall be reviewed by
DeloitteTouche, Rosenheimer
Platz 4, 81669 Munchen or, in the event Deloitte is unable to act as independent
expert, by auditors to be nominated by the Institut der Wirtschaftsprufer (IdW),
Dusseldorf (any of the independent  certified public accountants either selected
by  the  Parties,  DeloitteTouche  or  nominated  by  the  Chamber  of  Commerce
hereinafter  referred to as the "Independent  Expert").  The Independent  Expert
shall be instructed to render his decision as quickly as possible, at the latest
within three months after  appointment.  The Independent  Expert's  decision may
only fall  within  the  positions  taken by the Seller  and the  Purchaser.  The
Independent  Expert  shall  act  as an  expert  (Schiedsgutachter)  but  not  as
arbitrator  and shall  determine the Closing  Financial  Statement  with binding
effect on the  parties  according  to Section  317 et.  seq.  German  Civil Code
("BGB"). The Independent Expert shall be submitted all information and documents
by the Seller and the  Purchaser  (within  one month  after  appointment  of the
Independent  Expert) on the basis of which they have  determined  the content of
the Preliminary Closing Financial Statement. The Independent Expert shall submit
to the respective  other party copies of such  information  and documents he has
received from a party.  Before making his decision the Independent  Expert shall
hold an oral hearing with both Parties attending and presenting their respective
positions.  After  the oral  hearing,  the  Independent  Expert  shall  make his
decision  in  writing  as to  the  correct  content  of  the  Closing  Financial
Statement.  The decision of the Independent  Expert shall become binding between
the Parties upon receipt of the decision by the respective  party.  The costs of
the Independent Expert shall be borne by Seller and the Purchaser in relation to
their respective  losing or winning ratios in accordance with the principles set
forth in Sections 91 et seq. German Code on Civil Procedure  ("ZPO")  determined
by  the  Independent  Expert  as  part  of his  decision.  The  decision  of the
Independent  Expert is not subject to appeal unless the decision is erroneous or
obviously  inaccurate.  In case of any appeal,  the  provisions  of this Section
shall apply mutatis mutandis with the exception that the decision resulting from
the  appeal is not  subject  to any  further  appeal.  The  Preliminary  Closing
Financial Statement,  as accepted by the Seller and the Purchaser or as resolved
by such third  accounting  firm or  Independent  Expert is referred to herein as
"Closing Financial Statement".

     The  Closing  Financial  Statement  shall be  final  and  binding  upon the
Purchaser and the Seller.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     (b) The Purchase  Price is,  amongst other things,  based on the assumption
that the  Closing  Financial  Statement  will show the  following  amounts:  the
Working  Capital will be at least EUR  3,200,000.00  (three  million two hundred
thousand Euros),  including Cash of at least EUR 1,750,000.00 (one million seven
hundred and fifty thousand Euros) after payment of the Intercompany Balance, the
Net Asset Value at least EUR  4,500,000.00  (four million five hundred  thousand
Euros).  Should  any of these  thresholds  not be met in the  Closing  Financial
Statement,  the Seller shall pay to the Purchaser any shortfall in the Net Asset
Value and any shortfall in the Working Capital or in the Cash within thirty (30)
days after the Closing  Financial  Statement has been  delivered to Seller.  Any
such shortfall shall be treated as a decrease of the Purchase Price and shall be
immediately  paid by Seller.  For the  avoidance  of doubt,  the  aforementioned
decrease of the Purchase Price shall not be deducted from the Escrow Account. It
is agreed  between the parties that if a cash infusion  would increase all these
three  thresholds  above  their  respective  minimums  then  the  amount  of the
shortfall  to be paid to  Purchaser is deemed to be the decrease of the Purchase
Price. To the extent the Preliminary Closing Financial Statement already shows a
shortfall  in one of the above  listed  thresholds,  then and to that extent the
shortfall shall be treated as a decrease of the Purchase Price.

     Section 1.03 Certain Expenses.
                  -----------------

     (a) Neither the  Purchaser nor the Company shall pay or be liable for or be
required to pay any of the following liabilities, fees or expenses, all of which
shall be borne and paid by the Seller and, to the extent such liabilities,  fees
or  expenses  are  incurred  by or paid by the  Company,  Seller  shall  pay the
respective amounts to the Purchaser:

          i.   fees and expenses,  if any, of any Person  retained by the Seller
               or by the Company for financial  services or services as a finder
               rendered to the Company or to the Seller in  connection  with the
               sale contemplated by this Agreement;

          ii.  professional  fees of counsel  for the  Company or for the Seller
               and any  accountant  or auditor for the Company or for the Seller
               for   services   rendered  to  the  Company  or  the  Seller  and
               out-of-pocket  disbursements  and other  expenses of the Company,
               the  Seller,  any of their  counsel or  accountants,  incurred in
               connection with the sale contemplated by this Agreement.

     (b) The following liabilities, fees and expenses shall be borne and paid by
Seller and Purchaser in the following portions:

     (i) the expenses of the  preparation of the Preliminary  Closing  Financial
Statement and the Closing Financial Statement: Seller full;

     (ii) any notary's fees incurred in connection  with the  conclusion of this
Agreement  and the transfer of the Shares to the  Purchaser:  2/3 Seller and 1/3
Purchaser.

     Section 1.04 Accounts Receivable.
                  --------------------

                  After the Closing  Date,  the  Company  will  collect,  in the
ordinary  course of  business,  all accounts  receivable  of the Company and the
Subsidiaries  outstanding  as of September 30, 2005 using the  customary  credit
practices and follow-up  procedures of the Company.  Seller  guarantees that the
accounts  receivables  shown  in the  September  Financial  Statements  will  be
collected by the Company by June 30, 2006 with the exception of the two accounts
receivable of the Company identified in Schedule 1.01 (d). If such accounts

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

receivable  are not  collected  on or before June 30, 2006,  the amount  thereof
shall be deemed to be  Purchaser's  Damages (as defined in Section )6.01 (a) and
may immediately be withdrawn by Purchaser from the Escrow Account and the Escrow
Agents have to effect the  respective  payment upon request of  Purchaser;  upon
payment of such Purchaser's Damages,  such uncollected accounts receivable shall
be  assigned  by the  Company to the Seller in the amount of  Seller's  payments
without recourse. When collecting such assigned accounts receivable Seller shall
take reasonable regard to the Company's  business  relations with the respective
debtor. The de minimis benefits in Section 6.01 (c) shall not apply with respect
to the Purchaser's Damages under this Section 1.04.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

                  Purchaser  and Seller shall discuss any  uncollected  accounts
receivable on March 31, 2006 and shall coordinate mutually agreeable  reasonable
measures to be taken in order to collect the  accounts  receivable.  The Parties
shall use commercially reasonable efforts to conduct such measures.

     Section 1.05 The Closing.
                  ------------

          (a)  The closing of the  transactions  contemplated  by this Agreement
               (the  "Closing")  shall be held at the offices of Taylor Wessing,
               Isartorplatz 8, 80331 Munchen or at such other place or places as
               the parties may agree upon,  (at 10 o'clock A.M.,  local time, on
               Friday,  December 30, 2005, or at such other time and date as may
               be  mutually  approved by the  parties in writing  (the  "Closing
               Date"),  provided that all  conditions  precedent to Closing have
               been met or waived by that date .

          (b)  On the Closing  Date,  Purchaser  and Seller  shall carry out the
               following  actions  (and any other  actions  the Parties may deem
               appropriate):

               (i)  The  Parties  will  sign  closing  minutes   evidencing  the
                    conclusion  of the legal  agreements  referred to in Article
                    VIII  and  confirming   that  all  closing   conditions  are
                    fulfilled  (such  confirmation  not to be  interpreted  as a
                    waiver of any right or  covenant of any Party other than the
                    right to object to Closing)

               (ii) Payment of the  Purchase  Price as  provided  for in Section
                    1.01 (a) to (c).


                     Section  1.06.  Between the Closing and the end of business
   on December 31, 2005 no assets of the Company will be  transferred  (by sale,
   dividends,  loan,  or  otherwise)  and no  liabilities  incurred  without the
   consent of both Seller and Purchaser.


ARTICLE II

REPRESENTATIONS AND WARRANTIES OF THE SELLER


     Section 2.01.  The Seller  represents  and warrants to the Purchaser in the
form of an independent guarantee (selbstandiges  Garantieversprechen pursuant to
sec. 311 BGB) (unless the context clearly indicates otherwise, all references to
the Company shall also include each of its  Subsidiaries  and all  references to
the Company or the  business  conducted  by the Company  shall also include such
business of the Company as previously  conducted by the Seller,  the Company and
the  Subsidiaries  of the Company  collectively  also  referred to as the "Group
Companies") that as of the Signing Date and as of the Closing Date:

     Section 202. The Company Organization and Authority.
                  ---------------------------------------

     (a) The Company is a corporation  duly organized and validly existing under
the laws of the Federal  Republic  of  Germany.  Except as set forth on Schedule
2.2,  Part A,  the  Company  is duly  qualified  and in  good  standing  in each
jurisdiction  in which (i) the  nature of the  business  conducted  by it or the
character  or  location  of the  properties  owned or  leased  by it makes  such
qualification necessary and (ii) failure so to qualify

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                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

would, if not remedied,  materially impair title to its properties or its rights
to enforce  contracts  against others or expose it to  substantial  liability in
such jurisdictions.  The Company has all necessary corporate power and authority
to own all of its  properties  and  assets  and to  carry on its  businesses  as
previously conducted,  now conducted or as planned by the Seller to be conducted
prior to the Closing. The Seller has duly authorized and executed this Agreement
and has full power and  authority to execute and perform its  obligations  under
this Agreement and the other agreements, documents, and instruments contemplated
herein  without  the  necessity  of any  act or  consent  of  any  other  person
whomsoever  except as disclosed in Schedule 2.2, Part B. This  Agreement and the
other agreements,  documents, and instruments contemplated herein, when executed
by all  Parties,  constitute  the valid and binding  obligations  of the Seller,
enforceable in accordance with their terms.  Neither Seller nor the Company have
taken or failed to take any action,  which action or failure  would  preclude or
prevent  Purchaser or the Company from conducting the business of the Company as
previously  conducted or as planned by the Seller to be  conducted  prior to the
Closing. The current articles of association (Gesellschaftsvertrag,  Satzung) of
each of the Group  Companies,  are  presently  valid and in force and no changes
have  been  resolved,  with  the  exception  of  the  capital  increase  against
contribution in kind to be resolved by the shareholders' assembly of the Company
as  referred  to  in  the  Recitals   and  Section   9.08  of  this   Agreement.
Contemporaneously  herewith,  Seller has delivered to Purchaser  true,  correct,
current,  and complete certified copies of the commercial  register extracts (or
equivalent  statements,  such as statement of the Companies House in UK) of each
of the Group Companies.

     (b)  Entire  Ownership.  Upon  the  sale  and  transfer  of the  Shares  as
contemplated in this Agreement,  Purchaser will acquire the entire  ownership of
and any and all  existing  rights,  interests,  and  participation  in the Group
Companies and will have good and marketable title to the Shares,  free and clear
of any liens.

     (c)  Conflicts.  Neither  the  execution  of this  Agreement  or the  other
agreements,  documents, and instruments contemplated herein by the Seller or the
Company,  nor the  performance  of any of their  obligations  hereunder or there
under,  will,  (i) violate or conflict  with any of the terms of any articles of
association or other  organizational  provisions (like rules for the supervisory
board or for the  management  board)  of the Group  Companies  or  constitute  a
default or result in the  acceleration of any obligation under any provisions of
any contract, or of any order, judgment, or decree by which any of Seller or the
Group  Companies are bound or by which any of the assets of the Group  Companies
may be affected, (ii) result in the creation or imposition of any liens in favor
of any third party upon any assets or properties of the Group Companies or (iii)
violate any law applicable to any of Sellers,  or the Group  Companies or any of
their assets or properties.  Such execution,  delivery, and performance will not
give to others any rights,  including  rights of termination,  cancellation,  or
acceleration,  in or with respect to any Contract to which any of Sellers or the
Group Companies is a party or by which it is bound.

     (d) No  Avoidance.  There are no  circumstances  which  could  justify  the
avoidance  of the  transfer of the Shares  according  to the  provisions  of the
German  Insolvency  Code  (Insolvenzordnung)  and/or  the German  Avoidance  Act
(Anfechtungsgesetz) or similar provisions.

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VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     (e)  Governmental  Approvals.  Except as set forth in Schedule  2.02 (e) no
approval, consent, decree, or order of any governmental authority is required in
connection  with the execution and delivery of this  Agreement by any of Sellers
or the Group Companies,  the performance of their obligations hereunder,  or the
consummation by any of them of the transactions  contemplated hereby, or for the
prevention of any  termination of any right,  privilege,  license,  or agreement
relating to the  business of the Group as  presently  conducted or as planned by
the  Seller to be  conducted  prior to the  Closing or the  continuation  of the
business of the Group following the execution hereof.

     (f) Third  Party  Consents.  Except as set  forth in  Schedule  2.02 (f) no
consent,  approval, or authorization of any third party,  governmental authority
or person is required in connection with the execution, delivery, or performance
of  this  Agreement  or  the  other  agreements,   documents,   and  instruments
contemplated  herein  by any of  the  Sellers  or  the  Group  Companies  or the
continuation  of the business of the Group by Purchaser and the Group  Companies
following the execution hereof and the date hereof.

     Section 203. Company Capitalization., Contribution Agreement
                  -----------------------------------------------

     As of  the  Signing  Date  the  Company  has a  registered  capital  of EUR
100,000.00 (one hundred  thousand Euros) and as of the Closing Date a registered
capital of EUR 200,000.00 (two hundred thousand Euros)  consisting of the shares
as set forth in the first "Whereas" of the recitals. Each of the Shares has been
duly authorized and validly  issued,  is fully paid and  non-assessable  and was
issued by the  Company  in  compliance  with all  applicable  laws and rules and
regulations thereunder. There are no outstanding options, warrants,  convertible
securities  or other rights to subscribe  for or purchase any  securities of the
Company.

     The Shares have not been repaid,  neither  directly nor concealed,  and are
non-assessable  (unterliegen  keiner  Nachschuss-  oder  Nebenleistungspflicht).
There are no grounds for any claims of the Company's  assets being less than the
share capital (Unterbilanzhaftung).

     On the Closing Date the  Contribution  Agreement  (Section 4.12) is binding
and enforceable  upon its terms and by means of the  Contribution  Agreement the
Company has become owner of all assets  (tangible or  intangible)  and holder of
all rights and party to all agreements as set out in the Contribution  Agreement
and its  attachments.  Such  assets,  rights  and  agreements  (including  labor
agreements  with the  employees by operation of Sec. 613a German Civil Code) are
all of the assets, rights and agreements necessary for Purchaser and the Company
to conduct after the Closing the business of the Company as currently  conducted
or planned to be conducted at the Closing Date.

     Section 2.04 Subsidiaries.

     Schedule 2.4  specifies all  participation  interests in any entity and all
branch offices (the  "Subsidiaries") the Company  beneficially owns, directly or
indirectly.  Each  Subsidiary is duly  organized,  validly  existing and in good
standing  under  the  laws  of  its   jurisdiction   of   incorporation,   which
jurisdictions  are set forth on Schedule 2.4. Each  Subsidiary has the corporate
power and authority to own or lease and operate its

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                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

properties  and to carry on its  business as now  conducted.  Schedule  2.4 sets
forth the  jurisdictions in which each Subsidiary is qualified to do business as
a foreign  entity.  Except as set forth in Schedule 2.4, each Subsidiary is duly
qualified and in good standing in each  jurisdiction  in which (i) the nature of
the  business  conducted by it or the  character  or location of the  properties
owned or leased by it makes such qualification  necessary and (ii) failure so to
qualify would, if not remedied, materially impair title to its properties or its
rights to enforce  contracts  against  others or expose it to  liability in such
jurisdictions. Set forth on Schedule 2.4 is a list of each partnership and joint
venture  agreement or arrangement (the "Joint Ventures") to which the Company or
any  Subsidiary is a party.  The  capitalization  of each  Subsidiary  and Joint
Venture is set forth on Schedule 2.4.
     Also set forth on  Schedule  2.4 is the same  information  for each  entity
owned by the Company at any time in the past.

     Section 2.05. Financial Statements.

     (a) The Seller has furnished the Purchaser  with the  consolidated  opening
balance sheet of the Company and its Subsidiaries as at July 1, 2005,  certified
by the CFO of Seller (that is Dr. Klaus  Harisch) and the CAO of Seller (that is
Ms. Angelika Balthasar), a copy of which is attached hereto as Schedule 2.5 (a),
(the  "Balance  Sheet")  as  well as  consolidated  financial  statements  as at
September 30, 2005,  certified by the CFO of Seller and CAO of Seller, a copy of
which is attached as Schedules 2.5 (b) (the "September  Financial  Statements").
The Balance Sheet and the  September  Financial  Statements  (i) are correct and
complete and have been prepared in accordance  with the books and records of the
Company,  (ii) have been prepared in accordance with the text of the certificate
of the CFO of Seller set out in  Schedules  2.5 (a) and (b),  (iii)  reflect and
provide  adequate  reserves in respect of the liabilities of the Company and its
Subsidiaries in accordance  with IFRS,  including  contingent  liabilities as of
their  respective  dates and (iv)  present  fairly  consolidated  the  financial
condition of the Company and its Subsidiaries at such dates.
     (b) Seller has provided  Purchaser  with the profit and loss  statements of
the Company for the years ending December 31, 2003 and December 31, 2004 and for
the six months ended June 30, 2005 (each of them  certified by the CFO of Seller
and CAO of Seller)  copies of which are  attached as Schedule  2.5 (c) (the "P&L
Statements").  The P&L  Statements  (i) are correct and  complete  and have been
prepared in accordance with the books and records of the Company, (ii) have been
prepared in accordance with the text of the certificate of the CFO of Seller and
CAO  of  Seller  set  out  in  Schedule  2.5  c and  (iii)  present  fairly  the
consolidated  financial  condition of the Company and its  Subsidiaries  at such
dates and the results of its operations for the periods then ended.

     Section 2.06 Real Property.
                  -------------

     (a) Except as identified and described on Schedule 2.6, neither the Seller,
nor the Company nor any of its  Subsidiaries  owns, has legal or equitable title
in.
     (b) Neither the Company nor any of its Subsidiaries owns any land,  plants,
buildings or other real property.
     (c) The Seller,  the Company or its Subsidiaries,  as specified on Schedule
2.6 (c),  has a valid  leasehold  interest  in the real  property  described  as
occupied by the Company and by its Subsidiaries (the

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                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

"Leased Realty"). True and complete copies of all leases,  subleases,  occupancy
agreements,  licenses,  agreements and instruments (the "Leases") respecting the
Leased Realty have been delivered to the Purchaser.  The Company and each of its
Subsidiaries has a valid lease or sublease, as specified on Schedule 2.6 (c), to
all real property occupied by it or required by it to operate its business.
     (d) With respect to the Leases  referred to on Schedule 2.6 (c), no default
or event of default on the part of the Seller or the  Company or any  Subsidiary
as lessee or, to the  knowledge  of the Seller or any  officer of the Company or
the  Seller,  no  default  or event of  default  on the  part of the  lessor  or
mortgagor,  under the  provisions  of any of said Leases or any mortgage on said
Leased  Property,  and no event  which  with the  giving of notice or passage of
time, or both,  would constitute such default or event of default on the part of
the  Company  or a  Subsidiary  or, to the  knowledge  of the  Seller or Company
officer,  on the part of any such  lessor  or  mortgagor,  has  occurred  and is
continuing unremedied or unwaived.
     (e) The buildings and improvements leased by the Company, and the operation
or maintenance thereof as now operated and maintained, do, to the Best Knowledge
of  Seller  not (i)  contravene  any  zoning or  building  law or  ordinance  or
administrative  regulation  or (ii)  violate  any  restrictive  covenant  or any
provision  of  federal,  state or local  law,  the  effect  of which  materially
interferes  with  or  prevents  the  continued  use of such  properties  for the
purposes for which they are now being used, or would materially affect the value
thereof.  The premises leased by the Company or its Subsidiaries are (x) in good
operating condition,  and (y) in a state of reasonable maintenance and repair to
the extent necessary for the efficient operation of the consolidated business of
the Company.  Except as set forth on Schedule  2.6 (e),  there exists no pending
or,  to  the  knowledge  of  the  Seller  or  any  Company  officer,  threatened
condemnation,  eminent  domain or similar  proceeding  with respect to, or which
could  affect,  any Leased  Realty or buildings or  improvements  thereon by the
Company.

     Section 2.07 Personal Property; Accounts Receivable.
                  ---------------------------------------

     (a) Schedule  2.7,  Part A,  contains a schedule of all  personal  property
(including,  but not limited to, all operating and  non-operating  assets of the
Company)  reflected in the Balance Sheet and all personal  property  acquired by
the Company since the date of the Balance  Sheet (except such personal  property
as has been  disposed  of in the  ordinary  course of the  Company's  business).
Except as set forth on Schedule 2.7, Part B, the Company has good and marketable
title to all personal  property  reflected in the Balance Sheet and all personal
property  acquired by the Company  since the date of the Balance  Sheet  (except
such  personal  property as has been  disposed of in the ordinary  course of the
Company's  business),  free and clear of any mortgage,  lien, security interest,
claim, pledge, hypothecation,  restriction,  charge, exception,  imperfection of
title,  easement or encumbrance  (collectively  "Liens"),  with the exception of
customary retention of title and statutory Liens.
     (b) Except for items  disposed of in the ordinary  course of business since
the date of the  Balance  Sheet,  all  machinery,  tools,  equipment  and  other
tangible  assets (i)  reflected on the Balance  Sheet (other than  inventories),
(ii)  leased by the Company or (iii)  acquired by the Company  since the date of
the Balance  Sheet,  currently are used,  useable by or useful to the Company in
the ordinary  course of its business and in the  manufacture of its products and
the  providing of its  services,  and are in good  operating  condition and in a
state of reasonable maintenance and repair.
     (c) The inventories reflected in the Balance Sheet were on the date thereof
in good condition; such inventories, and any inventories acquired by the Company
after the date of the Balance Sheet to the extent not sold or otherwise disposed
of in the ordinary course of business, are in good condition,  are used, useable
by

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                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

or useful to the  Company  in the  ordinary  course of its  business  and in the
manufacture  of its products,  and are not in excess of reasonable  requirements
for the next six months. No material item of inventory  reflected in the Balance
Sheet was valued in excess of the lower of cost (on a first-in, first-out basis)
or market value. The finished goods produced by the Company conform to customary
trade standards for marketable goods.
     (d) Except as indicated on the September Financial Statements, the accounts
receivable reflected on the September Financial  Statements,  or acquired by the
Company  after  the  date  of the  September  Financial  Statements,  have  been
collected or are (or will be) collectible in amounts not less than the aggregate
amount  recorded  on  the  September  Financial  Statements,   in  the  case  of
receivables  reflected in the September Financial  Statements,  or not less than
the aggregate amount recorded on the Company's books, in the case of receivables
acquired  after the date of the September  Financial  Statements,  provided that
Section 1.04 applies. Any payment on the accounts receivable made by any obligor
thereon  shall be  applied  first to the  accounts  receivable  of such  obligor
outstanding  for the  longest  period of time,  unless such  obligor  shall have
directed that the payment be applied to a specific  receivable.  If there is any
amount  uncollected from an obligor as of the day that is 180 days following the
Closing Date, such amount will be disposed of as provided in Section 1.04.

     Section 2.08 Personnel; Etc. (a) The Seller has handed out to the Purchaser
a correct and complete list of:

               (i)  all employees,  workers,  consultants and representatives of
                    the Company,  including the title or job  classification  of
                    each such  Person  and a list of the  names,  positions  and
                    current salary rates,  salary  classification  and,  details
                    concerning their salary, holiday,  vacation,  stock options,
                    restricted stock, stock grants,  internal special allowances
                    including   profit-sharing   and  2004  and  2005  (first  3
                    quarters) and all other items of compensation  and benefits,
                    however denominated, to result in total compensation of each
                    of the employees of the Company;
               (ii) all  members of the board of  directors,  all  managers  and
                    executives, directors, officers (specifying their respective
                    office), agents and other representatives;
               (iii) all contracts, agreements or arrangements (including formal
                    and informal ones, secrecy agreements, agreements concerning
                    surrender  of  inventions  by  employees,   prohibition   of
                    competition)  with  directors,  officers  or  employees,  or
                    consulting agreements, to which the Company is a party or is
                    subject;
               (iv) all contracts with casual labour companies;
               (v)  all group insurance  programs in effect for employees of the
                    Company;
               (vi) all claims, complaints,  disciplinary proceedings,  etc. for
                    each employee, contractor, or other worker or representative
                    of the  Company or any  Subsidiary,  and all labour  related
                    claims,  disputes,  litigations or arbitrations  between the
                    Company and employees,  ex-employees or unions, for the past
                    five years;
               (vii) all  employees  with a special  protection  against  unfair
                    dismissal;
               (viii) the  name of each  bank  with  which  the  Company  has an
                    account or safe  deposit  box,  the  identifying  numbers or
                    symbols  thereof and the name of each Person  authorized  to
                    draw thereon or to have access thereto;
               (ix) the name of each Person, if any, holding tax or other powers
                    of attorney from the Company and a summary  statement of the
                    terms thereof;

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                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

               (x)  A  description  of all  existing  supervisory,  advisory  or
                    consultative  bodies  and  their  members  and a copy of the
                    rules of procedure for the conduct of the supervisory  board
                    / supervisory or consultative bodies.
               (b)  The  Company  is not  in  default  under  any  agreement  or
                    contract  mentioned in the list  referred to in lit. a). All
                    such  agreements and contracts are legally valid and binding
                    on the Company and are in full force and effect.
               (c)  As used in this Agreement, the term "Person" shall mean both
                    any natural person and any entity.

     Section 2.09 Employee  Benefit Plans.  (a) The Seller has handed out to the
Purchaser  a  correct  and  complete  list  of  each  profit-sharing,   deferred
compensation,  bonus,  commission,  stock  option,  stock  purchase,  insurance,
special payment, government and private social security and retirement,  general
internal pensions,  individual pension agreements,  discretion procedures in the
case of  deviations  from/adjustments  of internal  pensions and other  employee
benefit plans or arrangements  maintained or contributed to by the Seller or the
Company with respect to employees of the Company at any time on or after January
1, 2000, by or on behalf of the Company,  or to which the Company contributes or
is required to contribute for its employees (collectively, the "Plans").

     (a) The Seller has  heretofore  delivered to the Purchaser true and correct
copies of the following:
     (i) each Plan contained in the list mentioned in lit. a) and all amendments
thereto to the date hereof;
     (ii) each  trust  agreement  and  annuity  contract  (or any other  funding
instruments)  pertaining to any Plan, including all amendments to such documents
to the date hereof;
     (iii) copies of all  correspondence  with any  Governmental  Authority  (as
hereinafter defined) with respect to each of the Plans;
     (iv) the three most recent  actuarial  valuation  reports for each Plan for
which an actuarial valuation report is required to be prepared;
     (v) the two most recent  Annual  Reports and plan  audits,  if  applicable,
required to be filed with respect to each Plan with any Governmental  Authority;
and
     (vi) final expert opinion concerning actuarial theory.
     (b) Each Plan is legally valid and binding and,  except for Plans contained
in the list mentioned in lit. (a) as having been terminated, shall be maintained
in full force and effect  through the Closing  Date.  The status of each Plan is
set forth in the list  mentioned  in lit.  a),  including  (i) the amount of the
Seller's or the Company's  contribution  to such Plan for each of the past three
fiscal years and the plan year in which the Closing Date occurs, (ii) the amount
of any liability of the Seller or the Company for payments or contributions past
due with  respect to such Plan as of the last day of its most  recent  plan year
and as of the end of any subsequent  month ending prior to the Closing Date, and
the date any such amounts were paid,  (iii) any  contribution  to such Plan in a
form other than in cash and (iv) whether such Plan has been  terminated.  Except
as set forth in the list  mentioned  in lit.  a),  neither  the  Seller  nor the
Company  has  any  obligations  or  liabilities  with  respect  to any  Plan  or
liabilities  relating to any Plan under any collective  bargaining  agreement to
which it is a party or by which it is bound.
     (c) With  respect  to each  Plan,  to the  extent  applicable,  in the list
mentioned  in lit.  a)sets  forth as of the  last  day of the plan  year (i) the
actuarial  present  value (based upon the same  actuarial  assumptions  as those
heretofore  used for  funding  purposes)  of all  vested and  nonvested  accrued
benefits (whether on account of

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                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

retirement,  termination, death, or disability) under such Plan (computed on the
basis of an ongoing  plan and  without any  assumption  that  nonvested  accrued
benefits have become  nonforfeitable),  (ii) if such Plan uses a benefit accrual
formula having reference to final earnings,  the actuarial  present value of the
benefits under such Plan as calculated in (i), but based upon projected earnings
increases of five percent per annum,  (iii) the  actuarial  present value (based
upon the same actuarial assumptions,  other than turnover assumptions,  as those
heretofore  used for  funding  purposes)  of  vested  benefits  under  such Plan
(computed  on the basis of an ongoing  plan),  (iv) the net fair market value of
the assets held to fund such Plan and (v) the funding  method used in connection
with such Plan.
     (d) No liability to any  Governmental  Authority  has been  incurred by the
Seller,  the Company or any  corporation or other trade or business under common
control with the Seller or the Company  ("Common  Control Entity") on account of
any Plan termination.
     (e) No filing has been made by the Seller or any Common Control Entity with
any  Governmental  Authority,  and  no  proceeding  has  been  commenced  by any
Governmental Authority, for the termination of any Plan maintained, or wholly or
partially funded, by the Seller, the Company or any Common Control Entity.
     (f) Neither the Seller, the Company nor any Common Control Entity has taken
any action which  would,  under  applicable  law, or any  collective  bargaining
agreements  to which the Seller or the  Company is a party,  will  result in any
increase in the rate of benefit accrual.
     (g) In addition, with respect to all Plans, except as set forth in the list
mentioned in lit. a), (i) other than routine  claims for benefits,  there are no
material actions,  suits or claims pending or threatened against any Plan or the
fiduciaries  thereof,  or against  the assets of any Plan and (ii)  neither  the
Seller,  the Company nor, to the knowledge of the Seller,  any plan fiduciary of
any Plan has engaged, in respect of any Plan, in any transaction in violation of
applicable law.

     Section 2.10 Compliance With Law; Permits.
                  ---------------------------
     (a) Except as set forth on Schedule 2.10, the Company has complied with all
applicable  statutes,  regulations,  orders  and  restrictions  of  the  Federal
Republic  of  Germany,  the United  Kingdom  and  Singapore  and, to the Best of
Seller's  Knowledge or any Company officer,  those of any other country in which
the Company transacts business,  and all states,  possessions and municipalities
thereof (however denominated) all departments,  commissions,  agencies and other
instrumentalities   of  any  of  the   foregoing   (collectively   "Governmental
Authorities"),  the failure to comply with which could result in any  liability,
penalty or disability  material to the conduct of the business of the Company or
the ownership or operation by the Company of its properties.
     (b)  Except as set  forth on  Schedule  2.10,  the  operations,  practices,
policies and procedures of the Company, each Subsidiary and their employees have
been  conducted and will be conducted in compliance  with,  and has not and will
not give rise to any loss,  liability,  damage,  costs or  expenses  under,  all
applicable federal,  state and local laws, orders,  regulations,  directives and
restrictions   concerning  protection  of  the  environment,   the  disposal  of
hazardous,  toxic or industrial  chemicals,  substances or wastes and health and
safety, and all orders, rules,  regulations,  directives and restrictions issued
thereunder or promulgated in connection therewith.
     (c) Except as set forth on Schedule 2.10, the Company and the  Subsidiaries
have all permits, licenses, authorizations and bonds, permissions,  attestations
and other  official  dispositions,  including  blasting  permits,  air  emission
permits,  water discharge permits,  wetlands permits,  reclamation bonds, mining
permits, dredging permits,  hazardous waste permits and registrations of sources
of radiation, plant permissions,

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

permissions concerning legal aspects of water and environment,  necessary to the
conduct of their business operations as presently conducted  (collectively,  the
"Permits"). All such Permits are listed on Schedule 2.10 and, except as noted on
Schedule 2.10, are currently  valid and in full force and effect,  and there are
no material  violations or breaches of or  exceptions  to any such Permits.  The
Company  and the  Subsidiaries  have in  place  management  systems  to  monitor
compliance  with all such permits,  licenses,  authorizations  and bonds,  which
management  systems are described on Schedule  2.10. The Seller has provided the
Purchaser with copies of all periodic  monitoring reports and records maintained
or  filed  by it or by the  Subsidiaries  since  1999  in  compliance  with  the
requirements  of any such  Permit,  which  reports  and  records  are  listed on
Schedule  2.10.
     (d)  Except  as set forth on  Schedule  2.10,  there  are under  applicable
federal state and local laws, orders,  regulations,  directives and restrictions
concerning  protection of the environment and health and safety,  no outstanding
notices of violations or consent  orders to which the Company,  its  properties,
any Subsidiary or its properties are subject or may become subject.  The Company
has set aside  adequate  capital  reserves to fund all  pending  and  threatened
notices of violations, all as reflected on the Balance Sheet.
     (e) The Seller has furnished  the  Purchaser  with copies of all reports or
other documents in the Company's  files  concerning the Company or its employees
made by the Company during the past five years with any  Governmental  Authority
and copies or complete  and accurate  summaries of all notices,  orders or other
documents or  correspondence,  written or oral,  notifying or  indicating to the
Company that any of the Company's  buildings or improvements or the operation or
maintenance  thereof as now  maintained  and operated  contravene  any zoning or
building  law or  ordinance or other  administrative  regulation  or violate any
restrictive covenant or any provision of federal, state or local law.
     (f)  Except as set  forth on  Schedule  2.10,  there are no ground or water
contamination  or objects  located on the property or underground  which lead or
might lead to pollution or contamination, such as tanks, containers, pipe lines,
etc. or existing conflicts or disputes concerning planning and building laws and
regulations  or concerning  laws on the effect of noise,  smells or chemicals on
adjoining property.
     (g) Set forth on Schedule 2.10 is a description of

          -    details of any  acquisition  of real  property by the Company and
               from whom;
          -    the business of the pre-owner and information  about how long the
               pre-owner used the real property;
          -    the  Company's  products  that are produced on the real  property
               (excluding ships);
          -    raw materials that are or were used in the production  (including
               the  production  of ships) and details  concerning  the  chemical
               composition, if possible;
          -    all intermediate products and by-products that can be reused;
          -    details  concerning   neighbouring  property  and  complaints  by
               neighbours ;
          -    usufructs   according   to  German   ss.ss.   2  ff.   WHG,   and
               authorizations  according  to the law of the land for all Company
               sites;
          -    authorizations according to German ss. 19 ff. WHG for all Company
               sites;
          -    exemption  decisions from  connection and use obligations for all
               such Company sites;
          -    the grade of exposure of the sewage (German ss.ss. 19, 9 V WHG in
               connection with LVAwS) in all such Company sites;
          -    information  about  contracts  concerning  water supply and water
               waste management;
          -    distance from each Company site to the closest water protectorate
               or drinking water extraction site ;
          -    details  concerning the supply of Company sites with fresh water,
               sewage waste management;

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

          copies of permissions  and  authorizations  relating to
          the extraction of  superficial  water and ground water,
          the  operation  of Company  owned  sewage  reprocessing
          sites as well as  description  of "old rights"  ("alter
          Rechte")  according to German ss. 15 WHG if applicable;
          information  whether  the actual use of water meets the
          official requirements;

          -    information about the amount of waste/sewage  (excluding rubbish)
               in the Company sites;
          -    information  about the way dangerous  substances for ground water
               are stored and/or re-stored;
          -    details concerning any emissions (air pollution,  noise,  tremor,
               light or thermal radiation, other radiation);
          -    disruptions  according to German ss. 2  StorfallVO  and breach of
               security duties according to German ss. 3 StorfallVO;
          -    details  concerning  any  violation of  environmental  protection
               laws,  breached or not fulfilled  conditions of an  environmental
               permission  and  copies of all notes  that were  received  by the
               Company in this respect and all related correspondence;
          -    disadvantageous  environmental,  health or safety  conditions  or
               harms to the environment because of released poisonous, dangerous
               or other  substances,  or items whose  release is  prohibited  or
               restricted  according to  environmental  laws or health or safety
               regulations;
          -    incurred  waste in the Company  sites,  sorted by "waste key" and
               "waste group" according to German KrW-/AbfG;
          -    the  disposal  methods  according  to German A KrW-/AbfG  and the
               waste utilization method according to German B KrW-/AbfG;
          -    information  about  obligations  to establish  an economic  waste
               concept  according to German ss. 19 KrW-/AbfG and waste  balances
               according  to German  ss. 20  KrW-/AbfG  and the law of the Land,
               respectively;
          -    Company owned waste disposal plants (especially  disposal sites),
               description of papers, security orders and re-cultivation orders;
          -    information  whether any waste exports take place, waste category
               according to the appendix to German AbfallverbringungsVO;
          -    special waste-products  produced in the production process in the
               Company sites;
          -    details  concerning  all dangerous  and  poisonous  substances or
               items,   whose  use  is  prohibited   or  limited   according  to
               environmental, health and security regulations, and that are used
               or released by a Company  site or that are stored or contained in
               a   building,    plant,   machine,    instrument,    etc.   (e.g.
               Polychlorbiphenyl,  asbestos, mold, arsenic, cadmium, mercury and
               benzol);
          -    information about environmental  protection,  health and security
               policies,   copies  of  all  Company's   procedures,   textbooks,
               emergency  measures and  measures in the case of  accidents  with
               dangerous  substances,  risk management reports and other related
               information;
          -    information about executed, initiated or planned measures for the
               redevelopment  of harms to the  environment,  especially  for the
               redevelopment of soil;

(h) Also set forth on Schedule 2.9 is a

          -    listing of all documents and reports relating to possible dangers
               for, or  pollutions  of ground water by the Company sites and all
               documents  relating to this without  regard to the source of such
               documents or reports;

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

          -    list of control wells or ground water  observation sites near the
               Company sites;
          -    listing all incidents in the Company sites in the past five years
               where  environmentally   depriving  substances  drained  or  were
               released and/or incidents that might result in claims against the
               Company,  its  assigns  or future  owners of the  concerned  real
               property;
          -    listing of contracts with waste disposal companies;
          -    copy  of  all  certificates   (environmental  management  systems
               according to ISO 9001 ff. or DIN VDE);
          -    copy of all environmental audits;
          -    copy of each  environmental  impact assessment (EIA) according to
               German UVPO;
          -    copy of any environmental declaration;
          -    list of responsible Persons in the executive level of the Company
               (technically  and legally) and of persons looking after plants to
               be approved according to German ss. 52 a Abs. 1 BImschG;  list of
               Persons   already   appointed   environmental    representatives,
               representatives  for the  protection  from noises,  smells,  etc.
               effecting   neighbouring   property,   representatives   for  the
               protection of waters, waste representatives,  representatives for
               the  protection  against fire and  representatives  for radiation
               protection and representatives for disruptions;
          -    listing of all documents and reports about environmental,  health
               and security inspections, no matter whether they were executed by
               the  Company,  officials  of  Governmental  Authorities  or third
               parties.

     (i) Also  contained on Schedule 2.10 is  information  about the date of the
latest  examination of health and safety at work and  information  about imposed
precautionary measures (e.g. noise prevention measures).

     Section 2.11 Litigation.
                  -----------

     (a)  Except as set forth on  Schedule  2.11 there is no (i)  action,  suit,
claim, proceeding or investigation pending or, to the knowledge of the Seller or
any Company officer,  threatened  against or affecting the Company or its assets
or properties,  at law or in equity, or before or by any federal,  commonwealth,
state, municipal or other governmental  department,  commission,  board, bureau,
agency or  instrumentality,  domestic or foreign,  (ii) arbitration  proceedings
relating  to the  Company  or its  assets or  properties  or (iii)  governmental
inquiries  pending or, to the  knowledge  of the Seller or any Company  officer,
threatened  relating to or involving  the  Company,  its assets,  properties  or
business or the transactions contemplated by this Agreement (including inquiries
as to the  qualification  of the  Company to hold or receive  any Permit) and no
Seller or Company officer knows of any basis for any of the foregoing.
     (b) Except as set forth on Schedule  2.11, the Company has not received any
opinion or memorandum or legal advice or notice from legal counsel to the effect
that it is exposed,  from a legal  standpoint,  to any liability or disadvantage
which may be  material  to its  business.  The  Company is not in  default  with
respect to any order,  writ,  injunction  or decree  known to or served upon the
Company of any court or of any federal, commonwealth,  state, municipal or other
governmental department,  commission,  board, bureau, agency or instrumentality,
domestic or foreign.  There is no pending  action or suit brought by the Company
against others.
     (c) Except as set forth in  Schedule  2.11,  there are no (i)  existing  or
pending  litigations or arbitrations or mediations,  or any circumstances  which
may give rise thereto or (ii) any claims or disputes, or (iii) any

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

litigations or arbitrations or mediations  which have been concluded  within the
past three (3) years,  or (iv) any official  questions,  including  those of the
environmental  authority and the office for the  protection of health and safety
at work, or (v) any unlawful restraints of trade or unfair competition or closed
and open suits with the  anti-trust  commission in the past three (3) years,  in
which the  Company  or any  Subsidiary  or its board or  management,  associated
companies, commercial agents or employees are or were involved.
     (d) Neither the Seller nor any Company  officer  knows of any  violation of
any other federal or state or European Community laws by the Company,  there has
not been any claim received by the Company of violation of any federal, state or
European Community laws by the Company, and, so far as is known to the Seller or
any Company officer, no basis for any such claim exists.
     (e) Neither the Seller nor any Company  officer  knows of any action which,
if done after the Closing would  constitute  violation of any German laws by the
Company nor has there been any claim received of violation of any German laws by
the  Company  or any  Subsidiary,  and,  so far as is known to the Seller or any
Company officer, no basis for any such claim exists.
     (f) A true and complete list of every complaint or claim of defect, default
or breach in the past three  years by any  customer  or  potential  customer  or
prospect  concerning  any  product  sold  or  offered  by the  Company  (or  the
respective  business  unit within  Seller),  separately  by product line, is set
forth on Schedule 2.11. There are no open critical complaints.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section 2.12 Intellectual Property.
                  ----------------------

     Set  forth  on  Schedule  2.12  is a  complete  and  accurate  list  of all
substantial  proprietary and intellectual  property rights, in any jurisdiction,
whether owned or held for use under  license,  including  such rights in and to:
(i) trademarks,  service marks, brand names, distinguishing guises, trade dress,
trade names,  words,  symbols,  color schemes,  business names,  internet domain
names and other indications of origin  ("Trademarks");  (ii) patents and pending
patent  applications  (including all provisionals,  divisionals,  continuations,
continuations-in-part,   re-examination   and   reissue   patents),   inventors'
certificates  and  invention  disclosures   ("Patents");   (iv)  mask  works  or
integrated  circuit   topographies,   ("Mask  Works");  (v)  industrial  designs
("Industrial  Designs");(iii)  computer  programs and  databases,  including all
object code,  source code,  algorithms,  subroutines,  specifications,  data and
documentation and all translations, compilations, arrangements, adaptations, and
derivative works thereof, in each case whether patentable, copyrightable or not,
and  all   documentation   and  embodiments   thereof  in  all  forms  of  media
("Software"),  ; (vii)  trade  secrets  and  other  confidential  or  non-public
business or technical  information,  including  ideas,  formulas,  compositions,
program devices, compilations, patterns, discoveries and improvements, know-how,
show-how,  manufacturing and production methods,  processes and techniques,  and
research and development information; drawings, designs, specifications,  plans,
proposals and  technical  and system data;  analytical  models,  investment  and
lending  strategies  and  records,  financial  and  other  products;  financial,
marketing  and  business  data,  pricing  and  cost  information;  business  and
marketing plans and customer and supplier lists and  information;  and Software;
Mask Works;  Industrial Designs; in each case whether patentable,  copyrightable
or not  ("Trade  Secrets");  and  (viii)  rights  to limit  the  access,  use or
disclosure of confidential  information by any Person in each case including all
registrations  of, and  applications to register,  any of the foregoing with any
governmental  authority  and any renewals or  extensions  thereof;  the goodwill
associated  with each of the  foregoing;  and any  claims or causes of action or
defenses arising out of or related to any of the foregoing Trademarks,  Patents,
Software collectively, the "Intellectual Property Rights".
     The  Company is the owner of all right,  title and  interest or has a valid
transferable  license to use without further payment to a third party,  free and
clear  of any and all  liens  or  other  encumbrances,  all of the  Intellectual
Property  Rights set forth on Schedule 2.12 which are used and necessary (i) for
the design,  development or manufacture of the Company  products or services and
(ii) to conduct Company's business as presently  conducted or as contemplated to
be conducted.
     All of the  specifications  and documentation  relating to the Intellectual
Property  Rights set forth on Schedule 2.12 which are used and necessary (i) for
the design,  development or  manufacture  of the Company's  products and (ii) to
conduct  Company's  business as presently  conducted and as  contemplated  to be
conducted  are (x) in  accordance  with  industry  standards  and  (y)  current,
complete,  accurate, and sufficient in detail and content to allow them full and
proper use without  reliance on the  knowledge or memory of any  individual  and
will be provided to the Purchaser on the Closing Date.  All of the  Intellectual
Property  Rights set forth on Schedule 2.12 are the only  Intellectual  Property
Rights used and necessary (i) for the design,  development or manufacture of the
Seller's  products or (ii) to conduct Seller's  business as presently  conducted
and  as   contemplated   to  be  conducted   both  in  a  laboratory  and  in  a
production/live  environment  under real business  conditions in accordance with
the specifications and documentation.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Patents.
     --------

     Schedule  2.12 contains the  application  or issued patent number of all of
the issued patents set forth on Schedule 2.12 that have been registered with any
governmental authority and the name of such governmental authority.  All of such
patents or  applications  are  currently  in  compliance  with all formal  legal
requirements (including payment of filing, examination, and maintenance fees and
proofs of working or use). All issued patents are valid and enforceable, and are
not  subject  to any  maintenance  fees or taxes or actions  falling  due within
ninety (90) days after the Closing Date.
     None of the issued  patents set forth on Schedule 2.12 have been or are now
involved in any interference,  reissue,  reexamination, or opposition proceeding
and to the best knowledge of the Seller or any officer,  there is no potentially
interfering patent or patent application of any third party.
     None of the issued  patents set forth on Schedule  2.12 is infringed or, to
the  knowledge  of the Seller or any officer  thereof,  has been  challenged  or
threatened in any way.
     All products  made,  used,  or sold or services  provided  under the issued
patents set forth on Schedule 2.12 have been marked with a proper patent notice.
     Trademarks.
     -----------
     Schedule 2.12 contains the  application or registered  trademark  number of
all of the Trademarks that have been registered with any governmental  authority
and the name of such governmental  authority.  All of such registered Trademarks
or applications  are currently in compliance with all formal legal  requirements
(including  the  timely  post-registration  filing  of  affidavits  of  use  and
incontestability and renewal applications).  All registered Trademarks are valid
and enforceable, and are not subject to any maintenance fees or taxes or actions
falling due within ninety (90) days after the Closing Date.
     None of the  Trademarks  set  forth  on  Schedule  2.12  has been or is now
involved in any opposition,  invalidation proceeding or cancellation and, to the
knowledge of the Seller or any officer, no such action is threatened.
     To  the  best  knowledge  of  the  Seller  or  any  officer,  there  are no
potentially interfering Trademarks of any third party.
     None of the  Trademarks  set forth on Schedule 2.12 is infringed or, to the
knowledge of the Seller or any officer, has been challenged or threatened in any
way.
     Unless disclosed in Schedule 2.11 or 2.12, none of the Trademarks set forth
on Schedule 2.12  infringes or is alleged to infringe any Trademark of any third
party.
     All  products  and  services  offered,  sold or  rendered  under any of the
Trademarks  set forth on Schedule  2.12 contain the proper  registration  notice
where permitted or required by law.
     Copyrights.
     -----------
     Schedule 2.12 contains the  registered  copyright  number of all copyrights
that have been registered with any  governmental  authority and the name of such
governmental  authority,  all of such  registered  copyrights  are  currently in
compliance with formal legal  requirements,  are valid and enforceable,  and are
not  subject  to any  maintenance  fees or taxes or actions  falling  due within
ninety (90) days after the Closing Date.
     None of the registered  copyrights set forth on Schedule 2.12 are infringed
or, to the  knowledge  of the Seller or any  officer,  have been  challenged  or
threatened in any way.
     None of the subject matter of any of the registered copyrights set forth on
Schedule  2.12  infringes or is alleged to infringe  any  copyright of any third
party or is a derivative work based on the work of a third party.
     All works  encompassed by the  registered  copyrights set forth on Schedule
2.12 have been marked with the proper copyright notice.
     Trade Secrets.
     --------------
     Schedule 2.12 contains a list and a brief description of the Seller's Trade
Secrets.  All  reasonable  precautions  have been taken by Seller to protect the
secrecy,  confidentiality  and value of the Trade  Secrets set forth on Schedule
2.12.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     The Trade  Secrets  set forth on  Schedule  2.12 are not part of the public
knowledge  or  literature,  and, to the  knowledge of the Seller or any officer,
have not been  used,  divulged,  or  appropriated  for the  benefit of any third
party.
     None of the Trade  Secrets  set forth on  Schedule  2.12 are subject to any
adverse claim or have been challenged or threatened in any way.
     Software.
     ---------
     Schedule  2.12  contains  a list and a brief  description  of the  Seller's
Software.  All reasonable  precautions  have been taken by Seller to protect the
secrecy, confidentiality and value of the Software set forth on Schedule 2.12.
     The  Software,  with the exception of object code and  executables  has not
been  licensed,  sold or transferred to any third party and, to the knowledge of
the Seller or any officer, has not been used, divulged,  or appropriated for the
benefit of any third party.
     None of the Software  set forth on Schedule  2.12 is subject to any adverse
claim or have been challenged or threatened in any way.
     All escrow agreements between the Seller and a third party are disclosed in
Schedule  2.12.  Unless  disclosed  in  Schedule  2.12,  the source  code of any
Software  being in escrow  has never  been  released  and there has been no such
request or claim for release.
     To the knowledge of the Seller or any of its officers,  no claims  alleging
the  infringement  of the  Intellectual  Property Rights of any third party have
been  received in writing  during the past two (2) years or settled  relating to
the  Intellectual  Property Rights set forth on Schedule 2.12 which are used and
necessary  (i) for the  design,  development  or  manufacture  of the  Company's
products or (ii) to conduct the Company's business as presently  conducted or as
contemplated to be conducted.
     Except for the third party licenses as set forth on Section 2.12, there are
no material agreements,  judgments,  settlement  agreements or other obligations
relating to  Intellectual  Property  Rights,  written or oral, that are used and
necessary  (i) for the  design,  development  or  manufacture  of the  Company's
products;  or (ii) to conduct  Company's  business as presently  conducted or as
contemplated  to be  conducted.  To the  knowledge of the Seller or any officer,
there are no threatened disputes or disagreements with respect to any such third
party licenses.
     To the knowledge of the Seller or any officer, no Person is engaging in any
activity that infringes in any material respect upon the  Intellectual  Property
Rights set forth on Section 2.12 that are used and necessary (i) for the design,
development  or  manufacture  of the  Seller's  products  or (ii) to conduct the
Seller's business as presently conducted or as contemplated to be conducted.
     All of the Seller's  Intellectual Property Rights set forth on Section 2.12
that are used and necessary (i) for the design,  development  or  manufacture of
the  Seller's  products or (ii) to conduct the  Seller's  business as  presently
conducted or as  contemplated  to be conducted have been created by employees of
the Seller within the scope of their  employment by the Seller or by independent
contractors of the Seller who have executed  agreements  expressly assigning all
right,  title and interest in such  Intellectual  Property Rights to the Seller.
Except as set forth in Schedule  2.12,  no portion of the Seller's  Intellectual
Property Rights was jointly developed with any third party. No former or current
employee of the Seller has entered into any written  agreement that restricts or
limits in any way the scope or type of work in which any employee may be engaged
or requires any employee to transfer or assign any Intellectual Property Rights,
or  disclose  information  concerning  his or her work to anyone  other than the
Seller.
     All the Intellectual  Property Rights required or necessary for the design,
development or manufacture of the Seller's products (including intangibles, such
as software) are disclosed in Schedule 2.12.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Exhibit 2.12 hereto  identifies  each agreement with a third party pursuant
to which the Seller  obtains or has obtained any  Intellectual  Property  Rights
used in or necessary to the business of the Seller  (other than software that is
generally  commercially  available)  that is  owned  by a party  other  than the
Company.  Other than license fees for  software  that is generally  commercially
available,  the  Company  is  not  obligated  to  pay  any  royalties  or  other
compensation  to any third party in respect of its ownership,  use or license of
any of its Intellectual Property Rights.
     The Seller has taken  precautions (i) to protect its Intellectual  Property
Rights and (ii) to maintain the  confidentiality  of its Trade Secrets and other
confidential Intellectual Property Rights, and to the knowledge of the Seller or
any officer,  there have been no acts or omissions  (other than those made based
on  reasonable,  good faith  business  decisions)  by the  officers,  directors,
shareholders  and  employees  of the Seller or the  result of which  would be to
materially  compromise  the  rights  of the  Seller  to  apply  for  or  enforce
appropriate legal protection of the Seller's Intellectual Property Rights.

     Section 2.13 Material Contracts.
                  ------------------

     The Seller has  delivered to the Purchaser  true  summaries of all oral and
(ii) copies of all written contracts, obligations and commitments of the Company
now in effect, or which although  terminated contain surviving  obligations,  to
which  the  Company  is a party  or by which it or its  property  may be  bound,
together in each case with the entire contract file (collective  "Contracts" and
each a "Contract"). Each Contract under which the total obligation of or benefit
to the  Company  is in  excess  of  25,000.00  Euros  per year is  described  or
otherwise referred to on Schedule 2.13 (the "Material  Contracts").  No default,
alleged default or anticipatory  breach or delay or failure in performing exists
on the part of the  Company  or, to the  knowledge  of the Seller or any Company
officer, on the part of any other party, under any Material Contract,  and there
are no agreements of the parties relating to such Material  Contracts which have
not been  disclosed in writing to the  Purchaser.  The Company is not a party to
any other written or oral contract which could  materially  adversely affect the
business of the  Company.  Except as set forth on Schedule  2.13 for each of the
following items, the Company is not a party to any written or oral:
     (a) contract not made in the ordinary  course of business,  other than this
Agreement;
     (b)  employment,  worker,  contractor or consulting  contract  which is not
terminable  without  cost or other  liability  to the Seller,  or any  successor
thereof,  upon notice of thirty (30) days or less other than those  contained in
the list mentioned in section 2.8.
     (c) contract or collective bargaining agreement with any labor union or any
other  program  or  contractual   commitment   involving   employees,   workers,
contractors,  consultants or representatives other than those listed on Schedule
2.14;
     (d) bonus,  pension,  profit-sharing,  retirement,  stock  purchase,  stock
option,  incentive  compensation,  hospitalization,  insurance or similar  plan,
contract  or  understanding  providing  for  employees,   workers,  contractors,
consultants or  representatives  benefits of any kind other than those contained
in the list mentioned in section 2.9.;
     (e) lease with respect to any property, real or Personal, whether as lessor
or lessee other than those listed on Schedule 2.6 or 2.7;
     (f) contract for the purchase of real  property,  equipment or fixed assets
which involve in the aggregate more than 25,000.00 Euros;

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     (g) contract for the future  purchase of  materials,  supplies or inventory
(i) which is in excess of the  requirements  of the  business of the Company now
booked or the requirements of the Company for its normal operating  inventories,
or (ii) which is not terminable without cost or liability to the Company, or any
successor thereof, upon notice of thirty (30) days or less;
     (h) contract for the sale or purchase of goods or other assets which is not
terminable  without cost or liability to the Company,  or any successor thereof,
upon notice of thirty (30) days or less;
     (i)  contract  for the  performance  of  services of any kind for or by the
Company which is not terminable without cost or liability to the Company, or any
successor thereof, upon notice of thirty (30) days or less;
     (j) insurance contract other than those listed on Schedule 2.18;
     (k) contract continuing for a period of more than three (3) months from its
date,  which is not  terminable by the Company  without cost or liability to the
Company, or any successor thereof, upon notice of thirty (30) days or less;
     (l)  manufacturers'  representative,  sales agency,  dealer or  advertising
contract which is not  terminable on notice  without cost or other  liability to
the Company;
     (m) agreement or indenture for the borrowing or lending of money;
     (n) agreement or indenture for the  mortgaging or pledging of, or otherwise
placing a lien or security interest on, any assets of the Company;
     (o)  option,  warrant or other  contract  for the  issuance  of any debt or
equity  security,  or the conversion of any obligation,  instrument or security,
into debt or equity securities of the Company;
     (p) guaranty of any obligation  for borrowed money or otherwise,  excluding
endorsements made for collection;
     (q)  settlement  agreement of any  administrative  or judicial  proceedings
within the past five (5) years;
     (r)  agreement  under which the  Company has  advanced or agreed to advance
moneys
     (s) commercial agency agreements and other commission  contracts specifying
a commercial  agency  territory  and  containing  exclusiveness  regulations  or
commercial  agency  agreements and other  commission  contracts  which have been
ended during the last five years;
     (t)  contract  with  professional   advisers   consulted  by  the  Company,
consultancy  agreements  with  technical  institutes  or  shipbuilding  research
institutes or contracts with lawyers,  auditors,  management  consultants or tax
advisors;
     (u) confidentiality agreements;
     (v) research or development contracts;
     (w)  subsidies,  investment  bonuses or other official  grants,  granted or
applied for,  including  details of  conditions  that are  connected  with these
subsidies and grants;
     (x) existing  and imminent  obligations  to  reimburse  granted  subsidies,
investment bonuses or other official grants; or
     (y) contract or other  agreement  concerning the Company which could,  as a
consequence of the proposed acquisition, result in:

     i. monies becoming payable,
     ii. any contract or agreement being avoided, terminated or modified, or
     iii. a property interest being acquired or otherwise negatively affected.


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section 2.14 Labor Matters.
                  --------------
     (a) Except as disclosed on Schedule  2.14,  (i) the Company is not party to
or bound by any  collective  bargaining  agreement,  shop  agreement  or similar
agreement with any labor organization, or work rules or practices agreed to with
any labor  organization or employee  association  applicable to employees of the
Company,  (ii) none of the employees of the Company are represented by any labor
organization,  union,  worker's  council,  employees'  councils/  members of the
unified  employees'  council or other employee  representative  organizations to
which the Company,  its Subsidiaries,  or any of its or their Subsidiaries is or
was a party, and there are no organizational  campaigns,  demands,  petitions or
proceedings  pending  or,  to the  knowledge  of  the  Seller  or  the  Company,
threatened by any labor  organization or group of employees seeking  recognition
or  certification  as  collective  bargaining  representative  of any  group  of
employees,  (iii) to the  knowledge of the Seller and the Company,  there are no
union claims to represent  the  employees,  (iv) there is no agreement  with any
labor organization which restricts the Company from relocating or closing all or
any  portion  of  its  business,   (v)  there  are  no  grievances  asserted  or
arbitrations  pending  arising  from or  related  to any  collective  bargaining
agreement or similar agreement affecting the Company's business,  and (vi) there
are no strikes,  controversies,  slowdowns,  work  stoppages,  lockouts or labor
disputes  pending or, to the knowledge of the Seller or the Company,  threatened
against or affecting  the  Company's  business,  and there has not been any such
action against the Company's business during the past five (5) years.
     (b) The Company and the Company's business is, and has, at all times during
at least the last six (6) years,  been in  compliance  in all material  respects
with all applicable  laws,  regulations and ordinances  respecting  immigration,
employment and employment practices, and the terms and conditions of employment,
including,   without   limitation,   employment   standards,   equal  employment
opportunity, family and medical leave, wages, hours of work, occupational health
and safety and employee benefits,  and is not engaged in any practices violating
applicable  law,  ordinance or  regulation.  There are no employment  contracts,
severance  agreements  or  retention  agreements,  oral  or  written,  with  any
employees and no written Personnel policies,  rules or procedures  applicable to
employees,  other than those set forth in Schedule 2.14 annexed hereto, true and
correct  copies of which have  heretofore  been made available to the Purchaser.
Except  as  set  forth  in  Schedule  2.14  annexed  hereto,  there  are  (i) no
complaints,  claims,  controversies,  charges,  lawsuits  or  other  proceedings
related to the Company's business or its employees pending, or, to the knowledge
of the  Seller  or the  Company,  threatened,  in any  court or with any  agency
responsible  for the  enforcement of federal,  state,  local or foreign labor or
employment  laws  regarding  breach  of  any  express  or  implied  contract  of
employment,  any law or regulation governing labor relations,  employment or the
termination  thereof or other  illegal,  discriminatory,  wrongful  or  tortious
conduct in connection with the employment relationship, the terms and conditions
of employment,  or  applications  for employment  with the Company,  and (ii) no
federal,  state,  local or foreign  agency  responsible  for the  enforcement of
immigration,  labor,  equal  employment  opportunity,  family and medical leave,
wages, hours of work, occupational health and safety or any other employment law
is  conducting  an  investigation  with respect to or relating to the  Company's
business or its  employees  or, to the  knowledge  of the Company or the Seller,
intends to conduct such an investigation.
     (c) The  consummation  of the  transactions  contemplated in this Agreement
will not entitle any employee to severance pay or accelerate the time of payment
of compensation due to any Employee.
     (d) Schedule 2.14 also includes a list of all  employers'  associations  in
which the Company or any Subsidiary is a member.


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section 2.15 Conduct of Business.
                  -------------------

     Except  only as set forth on  Schedule  2.15,  since  October 1, 2005,  the
Company's business has been conducted in the ordinary course, and its assets and
properties  have been  maintained  in the same  manner as Seller  conducted  the
business and maintained its assets and properties  prior to  organization of the
Company and in at least such order and  condition as is necessary to continue so
to conduct its business,  and neither the Company nor the Seller with respect to
the business unit of the Company's business has:
     (a) incurred any obligation or liability (absolute,  accrued, contingent or
otherwise),  except in the  ordinary  course  of the  Company's  business  or in
connection with the performance of this Agreement;
     (b)  discharged or satisfied any Lien, or paid or satisfied any  obligation
or  liability  (absolute,  accrued,  contingent  or other  wise)  other than (i)
liabilities  shown or reflected on the  September  Financial  Statements or (ii)
liabilities incurred since the date of the September Financial Statements in the
ordinary course of business;
     (c) increased or  established  any reserve for taxes or other  liability on
its books or otherwise provided  therefore,  except as may have been required in
accordance  with IFRS due to the  operations  or income of the Company since the
date of the September Financial Statements;
     (d) subjected  any of the assets,  properties or business of the Company to
any Lien;
     (e) sold,  assigned  or  transferred  any asset,  property  or  business or
cancelled any debt or claim or waived any right,  except in the ordinary  course
of business of the Company;
     (f) sold,  assigned,  transferred  or  permitted  to lapse any rights  with
respect to any Intellectual Property Rights or other intangible asset;
     (g)  granted  any  general  or  uniform  increase  in the  rates  of pay of
employees of the Company or any increase in salary  payable or to become payable
to any officer,  employee,  consultant  or agent of the  Company,  or changed or
increased the compensation payable to any officer, employee, consultant or agent
of the  Company  for any  period  before  or  after  the  date of the  September
Financial  Statements,  or by means of any bonus or pension  plan,  contract  or
other commitment increased the compensation of any officer, employee, consultant
or agent of the Company except those contained in the list mentioned in sect.2.8
     (h) made or authorized any capital  expenditures for additions to plant and
equipment accounts of the Company in excess of 25,000.00 Euros in the aggregate;
     (i) except as set forth on Schedule  2.15,  made any loan or payment to any
shareholder or any affiliate,  or declared, set aside or paid to any shareholder
or affiliate any dividend or other distribution in respect of its capital stock,
or redeemed or purchased  any of its capital  stock,  or agreed to take any such
action;
     (j) issued, sold or transferred,  or agreed to issue, sell or transfer, any
stock, bond, debenture or other corporate security of the Company, whether newly
issued or held in treasury;
     (k) except for this Agreement,  entered into any transaction  other than in
the ordinary course of business of the Company;
     (l)  experienced  damage,  destruction  or loss  (whether or not covered by
insurance)  materially  and  adversely  affecting  its  properties,   assets  or
business,  or  experienced  any other  material  adverse change in its financial
condition, assets, liabilities or business;
     (m)  experienced any adverse change in the assets,  liabilities,  business,
condition  (financial  or  otherwise)  from  that  disclosed  on  the  September
Financial Statements;
     (n) received any opinion,  memorandum,  legal advice or notice  (written or
oral) from any legal counsel, consultant,  Governmental Authority or other third
party to the effect that it is exposed to any liability or disadvantage.
     (o) taken any action which would have the effect of terminating any Permit.


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section 2.16 Tax Matters.
                  ------------
     (a)  Insofar as the  Company is  obliged  to have  filed tax  returns,  the
Company has filed all tax  returns  required to be filed by it under the laws of
the Federal Republic of Germany, UK and Singapore and each other country,  state
or other jurisdiction in which it conducts business activities or is required to
file tax returns.  The Company has paid or set up an adequate reserve in respect
of all taxes  for the  periods  covered  by such  returns,  as well as all other
taxes,  assessments and  governmental  charges which have become due or payable,
including  all taxes which the Company is  obligated  to withhold  from  amounts
owing to employees, shareholders,  creditors and third parties. The Company does
not have any tax  liability for which no tax reserve has been made in respect of
any jurisdiction in which the Company has business activities or otherwise has a
tax  obligation.  The Company has set up as provisions  for taxes in the Balance
Sheet amounts  sufficient  for all accrued and unpaid  federal,  state and local
taxes of the Company  with the  exception of income  taxes  concerning  the time
period from January 1 until June 30, 2005,  whether or not  disputed,  including
any interest and penalties in connection therewith..  Tax" or "Taxes" shall mean
any taxes  including,  but not limited to income tax,  transfer tax,  stamp tax,
capital tax, property tax,  withholding tax, value added tax, and any other type
of governmental tax or levy whatsoever,  (including  without  limitation income,
gross  receipts,  profits,  alternative or add-on minimum,  franchise,  license,
capital, capital stock, intangible,  services, premium, transfer, sales, use, ad
valorem, value added, payroll, wage, severance, employment, occupation, property
(real or personal), windfall profits, import, excise, custom, stamp, withholding
or estimated taxes),  fees,  duties,  assessments,  withholdings or governmental
charges of any kind whatsoever (including interest, penalties,  additions to tax
or additional  amounts with respect to such items) under any Applicable  Laws to
which the Company or the Seller is subject, if any.
     (b) The Company's  subsidiary's UK income tax returns have been examined by
Pricewaterhouse  Coopers (or closed by applicable statutes) for all years to and
including the fiscal year ended 2004 and no such  examinations  are in progress.
The Company's  subsidiary's  Singapore  income tax returns have been examined by
the Pricewaterhouse  Coopers (or closed by applicable statutes) for all years to
and  including  the  fiscal  year  ended  2004 and no such  examinations  are in
progress. Any deficiencies proposed as a result of said audits have been paid or
finally settled and no issue has been raised in any such examinations  which, by
application of similar  principles,  reasonably can be expected to result in the
assertion of a deficiency for any other year not so examined. The results of any
settlements  and  any  necessary  adjustments  in  state  income  tax  resulting
therefrom are properly reflected in the Company's financial  statements referred
to in Section  2.04.  Neither  the  Company  nor the Seller is aware of any fact
which would constitute grounds for any further tax liability with respect to the
years which have not been  examined.  No agreements or waivers have been made by
or on behalf of the Company for the extension of time for the  assessment of any
tax or for any applicable statute of limitations.
     (c) Except for taxes for the payment of which an adequate  reserve has been
established on the Balance Sheet, there are no tax liabilities,  whether imposed
by any federal, state or local taxing authority,  outstanding against any of the
assets, properties or business of the Company.
     (d) For purposes of this Section 2.16, the term "the Company" shall include
each other entity with which the Company files  consolidated  or combined income
tax returns or reports.
     (e) The Parties  agree that -  irrespective  of anything to the contrary in
this  Agreement  - Seller  shall be liable for a potential  trade tax  liability
resulting  from  dividend  payments  of  the  UK  Subsidiary.   This  obligation
terminates  six months after the Company  having  received the audit report from
the tax authorities.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section 2.17 Absence of Undisclosed Liabilities.
                  -----------------------------------
     (a) The Company has no  Indebtedness  (as defined  below) or liabilities of
any  character  whatsoever,  whether or not  accrued and whether or not fixed or
contingent,  other than (i)  liabilities  reflected in the Balance  Sheet,  (ii)
liabilities  incurred  in  the  ordinary  course  of  business  of  the  Company
subsequent  to the  date of the  Balance  Sheet,  none of  which  has been or is
materially  adverse to the  assets,  properties  or  business of the Company and
(iii) liabilities incurred in connection with performance of this Agreement.
     (b)  "Indebtedness"  includes,  but is not limited  to, off  balance  sheet
obligations, loan or credit agreements,  promissory notes, guarantees, mortgages
or other  pledges,  debenture  bonds or loans,  agreements  to  secure  fixed or
floating assets, credits, letters of credit or bank guarantees by or in favor of
the  Company,  financial  obligations  or other  short term or long term  credit
agreements or unredeemable terminable debentures of any kind.
     (c)  Neither  the  Company  nor any of its  Subsidiaries  have any  equity,
financial or creditor  interest,  direct or indirectly,  in any special  purpose
entity.

     Section 2.18 Insurance.
                  ----------
     All  policies of  insurance,  together  with the  premiums  currently  paid
thereon, covering the Company' s plant, machinery,  equipment and inventory used
in the business of the Company, or providing for business interruption,  general
liability,  Personal and product liability  coverage,  are described on Schedule
2.18.  Schedule 2.18 also lists all risks covered by insurances  standard in the
industry,  including the sum insured, the insurer, the purpose of the insurance,
the  premium and the amount of a possible  excess.  All such  policies,  will be
outstanding  and in full force and effect at the  Closing  Date,  subject to the
provisions of Section 4.04 hereof.  Except as set forth on Schedule 2.18,  there
are no claims, actions, suits or proceedings arising out of or based upon any of
such policies of insurance, and, so far as is known to the Seller or any Company
officer,  no basis for any such claim,  action,  suit or  proceeding  exists and
there were no claims for damages of more than EUR 10,000.00 per case or existing
or possible  insurance claims during the past three years.  There are no notices
of any pending or threatened  terminations or substantial premium increases with
respect  to any of  such  policies  and  the  Company  in  compliance  with  all
conditions contained therein.

     Section 2.19 Transactions with Affiliates.
                  -----------------------------

     (a) Except as set forth on Schedule 2.19,  there are no  outstanding  notes
payable to or accounts  receivable  from, or advances by the Company to, and the
Company is not  otherwise  a creditor  of, or a party to a contract  with or has
engaged in a transaction  with,  Seller,  or any  Subsidiary or affiliate or any
managing  director,  officer  (Leitender  Angestellter,   Prokurist),  employee,
subsidiary or affiliate of Seller or the Company or any Subsidiary or affiliate.
     (b) Except as set forth on Schedule 2.19, there are no
          i.   contracts  as  mentioned  in German  ss.  291 ff.  AktG  (Control
               Agreements  and Profit and Loss Sharing  Agreements)  or transfer
               agreements  with related  parties (e.g.  Cash-Pool- and Clearance
               Contracts) or management agreements;
          ii.  contracts and agreements,  including loan agreements, between the
               Company and its shareholders  (including all former  shareholders
               of the  Seller  during  the  previous  two  years) or  associated
               companies  or related  persons (as stated in German ss. 15 AO) or
               guarantees, securities,  liabilities,  patronages,  subordination
               letters  and  other  securities  in  favour  of  the  Company  or
               shareholder agreements,  share-pooling agreements or vote-pooling
               agreements;

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

          iii. other  material  contracts  between the  Company  and  associated
               companies during the previous five years; or
          iv.  contracts  regarding the supply of goods or services,  which have
               been   entered  into  between  the  Company  and  Seller  or  any
               affiliated companies during the previous five years.
     (c) The aforementioned  contracts - as far as still effective - can only be
changed by Seller with the consent of Purchaser until Closing Date.

     Section 2.20 Customers.
                  ----------
     Seller has handed out to the  Purchaser  a a true and  correct  list of all
customers  of the Company for the period  commencing  January 1, 2005 and ending
September  30,  2005,  indicating  the amount of aggregate  payments,  including
commissions  and fees, paid to the Company by each such customer for such period
and,  the amount of work in process,  the names of the  employees of the Company
who were primarily  responsible  for selling and for servicing such customers as
of such date.  Except as indicated  in the list  mentioned  above,  none of such
customers has terminated or indicated an intention or plan to terminate all or a
material part of the products sold to or services  performed for such  customer,
or any orders for  materials,  in favor of another  firm or for any other reason
nor has the Company any reason to believe any of such  customers  may  terminate
all or a material part of such  products and services,  whether by reason of the
transaction  contemplated by this Agreement or for any other reason. The Company
is in compliance with all such customers' orders with respect to work in process
and has  received no notice of, and neither the Company nor the Seller  knows of
any  reasonable  basis for, any  complaint by any such  customer with respect to
work in process or work delivered or completed.  Except as indicated in the list
mentioned above, none of the employees  primarily  responsible for selling to or
for servicing  customers listed thereon has terminated or indicated an intention
or plan to terminate his or her employment  with Company or had such  employment
terminated.

     Section 2.22 Assets.
                  ------

     (a) The  Seller  represents  and  warrants  that all of the  assets  of the
Company,  including  without  limitation,  tangible  and  intangible  assets and
Intellectual  Property Rights  described in Schedules 2.7, 2.12 and 2.21 (i) are
actually  owned  by the  Company  on the  date  hereof  and will be owned by the
Company on the Closing Date; (ii) were duly and  effectively  transferred to the
Company by the Seller prior to September 30, 2005; and (iii) are adequate in all
respects to continue the business of the Company.
     (b)  Schedule  2.21  sets  forth  all of the  furniture  and  fixtures  and
machinery and equipment of the Company. The furniture and fixtures and machinery
and equipment  set forth in Schedule 2.21 are in good  condition and in the case
of the machinery and equipment are in good operating order.

     Section 2.22 Corporate Name, Varetis Brand.
                  ------------------------------
     Set forth on Schedule  2.22 is a correct and complete list of all locations
in which the corporate  name  "Varetis",  or any variation  thereof is currently
used  by  the  Company  or  any of its  affiliates.  The  Company  or one of its
affiliates  has the full legal right to so use such name and  variations in each
of such  jurisdictions.  Seller shall recommend to its shareholders to resolve a
change of its current  company name  "varetis AG" to a different one not similar
or in any way related to "Varetis" in a shareholders' assembly, giving effect to
this change of company name not later than June 30, 2006. Except as indicated in
Schedule 2.22, neither the Seller, the

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

Company, nor any affiliate thereof,  knows, or has reason to know, of any actual
or  threatened  claim by any third party with respect to the use of such name or
of any actual or proposed use of the name "Varetis", or any variation thereof by
any third party in conflict with the use thereof by Company.  The use by Company
and its affiliates of the name  "Varetis",  and the  variations  thereof used by
them does not  infringe  upon the rights of any third  party and the Company has
not granted any third party any right to use such name or any variation thereof.
Irrespective of the disclosure in Schedule 2.22 the Company has the right to use
the corporate name and the brand "Varetis"  without  restriction for a period of
one year  after  the  Closing  Date.  In case the  corporate  name and the brand
"Varetis" is offended by a third party the seller shall take all legal  measures
to defend the right to use the corporate name and brand at its own cost. For the
avoidance of doubt it is agreed that the law suit  disclosed in Schedule 2.22 is
the risk of  Seller.  The Seller is  authorized  to settle the law suit with the
written approval of the Purchaser.

     Section 2.23 Seller's Organization; Authority.
                  ---------------------------------
The Seller is a corporation  duly organized and validly  existing under the laws
of the Federal Republic of Germany.  The Seller is duly qualified to do business
in all  jurisdictions  in which  qualification  is required.  The Seller has all
necessary  corporate  power to own all of its properties and assets and to carry
on its business as now being conducted.  The Seller has all necessary power and,
as of the Closing  Date,  will be duly  authorized to sell,  convey,  assign and
transfer  the  Shares as  contemplated  by this  Agreement  and to  perform  its
obligations  under the Escrow Agreement and the other documents,  agreements and
certificates executed and delivered by Seller in connection herewith.

     Section 2.24 Binding Obligation; Consents.
                  -----------------------------
The  execution and delivery of this  Agreement  and the Escrow  Agreement by the
Seller do not, and the consummation of the transactions  contemplated hereby and
thereby will not violate any provision of the  certificate of  incorporation  or
by-laws of the Seller or violate any  provision of, or result in a breach of any
of the terms or provisions of, or result in the  acceleration  of any obligation
under,  or constitute a default under,  any mortgage,  Lien,  lease,  agreement,
instrument, order, arbitration award, judgment or decree, to which the Seller is
a party, or to which the Seller is, or the assets, properties or business of the
Seller are,  subject.  Each of this  Agreement and the Escrow  Agreement and all
other  agreements  attached to this  Agreement as Exhibit is a valid and binding
agreement of the Seller,  enforceable  against the Seller in accordance with its
terms. All  authorizations,  approvals and consents  necessary for the execution
and delivery by the Seller of this Agreement and the Escrow  Agreement have been
given or made with the exception of the ones listed in Schedule 2.24.  Except as
set forth on Schedule 2.24 or otherwise referred to herein, no consent,  action,
approval or authorization  of, or registration,  declaration or filing with, any
Governmental  Authority  having  jurisdiction  over the Seller or the Company is
required to be obtained by the Seller or the Company to authorize  the execution
and delivery by the Seller of this Agreement or the performance by the Seller of
its terms.

     Section 2.25 The Shares.
                  ----------

The Seller is the beneficial and record owner of all the Shares and the
Shares are owned by the Seller free and clear of all Liens,  equities,  options,
privileges,  restrictions  on the  transfer  of  shares  outside  the  statutory
provisions  of  the  German  Law  pertaining  to  Limited  Liability   Companies
(GmbH-Gesetz),  preemptive rights, rights of conversion,  or other privileges or
special obligations of shareholders or any options on shares of the

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

Company, agreements regarding future purchases or sales of shares in the
Company or pledges,  charges or other  encumbrances upon or options on shares of
the Company or its  associated  companies,  or trust  agreements,  warrants  and
rights  whatsoever  and are not  subject  to any  restrictions  with  respect to
transferability.  Upon payment of the Purchase  Price as provided for hereunder,
the Purchaser will receive good and marketable title thereto,  free and clear of
all Liens,  equities,  options,  warrants and rights whatsoever.  On the Closing
Date,  all share  transfer or other taxes and charges  (other than income taxes)
pursuant to the tax laws and provisions of the Federal Republic of Germany which
are required to be paid in  connection  with the sale and transfer of the Shares
to the Purchaser  hereunder will have been fully paid by the Seller and all laws
imposing such taxes or charges will have been fully  complied with in respect of
the Shares by the Seller.

     Section 2.26 Internal Controls.
                  ------------------
The Company and each of its Subsidiaries maintain a system of internal
accounting  controls  sufficient  to  provide  reasonable   assurance  that  (i)
transactions  are executed in accordance with  management's  general or specific
authorizations;   (ii)   transactions   are  recorded  as  necessary  to  permit
preparation  of financial  statements  in  conformity  with  generally  accepted
accounting  principles  and to maintain  asset  accountability;  (iii) access to
assets is permitted  only in accordance  with  management's  general or specific
authorization;  and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.

     Section 2.27 Commercial Bribery.
                  -------------------
Neither the Company nor any of its Subsidiaries nor, to the knowledge of
the Seller or the Company, any director,  officer,  agent, employee or affiliate
of the Seller  acting for the  Company  or any of its or their  Subsidiaries  is
aware of or has taken any action, directly or indirectly,  that would constitute
an offer, payment,  promise to pay or authorization of the payment of any money,
or other  property,  gift,  promise to give, or  authorization  of the giving of
anything of value to any Person or  political  party or official  thereof or any
candidate for political office, in contravention of law, and the Company and its
Subsidiaries and, to the knowledge of the Seller and the Company, its affiliates
have  instituted and maintain  policies and procedures  designed to ensure,  and
which are  reasonably  expected  to  continue  to ensure,  continued  compliance
therewith.

     Section 2.28 Money Laundering.
                  -----------------
The operations of the Company and its Subsidiaries are and have been
conducted in compliance with the money laundering  statutes of all jurisdictions
where  and for the time  the  Group  Companies  have  been  doing  business  (in
particular    the    statutes    of   the   German    Anti-Money-Laundering-Code
("Geldwaschegesetz"),  of the  second  anti-money  laundering  directive  of the
European  Parliament  and the  Council of the  European  Union,  i.e.  Directive
2001/97/EC of December 4, 2001,  and the U.S.  Money  Laundering  Control Act of
1986 and the USA Patriot Act of 2001), the rules and regulations  thereunder and
any related or similar rules, regulations or guidelines, issued, administered or
enforced by any governmental agency (collectively,  the "Money Laundering Laws")
and no  action,  suit or  proceeding  by or  before  any  court or  Governmental
Authority or any  arbitrator  involving  the Company or any of its  Subsidiaries
with respect to the Money  Laundering  Laws is pending or, to the best knowledge
of the Seller or the Company, threatened.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section 2.29 Disclosure; Representations and Warranties.
                  -------------------------------------------
The Seller has made full, true and complete responses in writing (and
contained in the Schedules attached hereto) to all the Purchaser's  requests for
information,  documents,  contracts  and records of the Seller and the  Company.
Neither  this  Agreement  nor any  statement,  certificate,  writing or document
furnished to the Purchaser by the Seller or the Company in connection  with this
Agreement contains, as of the dates of such documents, any untrue statement of a
material fact or omits to state a material fact necessary to make the statements
contained therein not misleading.  Except as set forth in this Agreement or in a
Schedule  hereto,  no fact (other than  circumstances or events which are common
knowledge  or normal  business  risks) with respect to the  Company's  business,
operations or condition is known to the Seller or the Company  which  materially
and adversely affects the Company's business,  operations or condition or any of
its assets or properties.

     Section 2.30. No Further  Representation None of the Seller, its affiliates
or any of their respective  officers,  directors,  employees or  representatives
make or have made any other  representation or warranty,  express or implied, at
law or in equity, in respect of the Company, the Subsidiaries, the Shares or any
of the Assets.

ARTICLE III

REPRESENTATIONS AND WARRANTIES BY THE PURCHASER

     The Purchaser represents and warrants that:
     Section 3.01 Organization and Authority.
                  --------------------------
The  Purchaser is a  corporation  duly  organized  and validly  existing in good
standing  under the laws of the Federal  Republic of Germany.  The Purchaser has
the  corporate  power to execute,  deliver and perform  this  Agreement  and the
Escrow  Agreement and the documents,  agreements and  certificates  executed and
delivered by the Purchaser in connection  herewith and therewith.  The Purchaser
has taken all action  required by law, its  certificate  of  incorporation,  its
by-laws or otherwise to authorize the  execution and delivery of this  Agreement
and  the  Escrow  Agreement,  and the  documents,  agreements  and  certificates
executed and delivered by the Purchaser in  connection  herewith and  therewith,
except for obtaining the approval of the board of directors of Volt  Information
Sciences Inc.  and/or the board of managers of Volt Delta Resources LLC which is
required  for this  Agreement  to be binding on  Purchaser  and required for the
guarantee of either Volt Information Sciences Inc. or Volt Delta Resources LLC.
 Purchaser  agrees to submit this  Agreement  for  approval to said boards on or
before  November  17,  2005,  and if approved by one or both of those  boards to
notify  Seller by delivery of a Secretary  or  Assistant  Secretary  Certificate
certifying such approval at which time, if approved,  this Agreement will become
binding on Purchaser. If Purchaser does not deliver such a certificate to Seller
on or before 5 p.m.  Munich Time on November 20,  2005,  Seller has the right to
rescind this  Agreement.  The Escrow Agent is committed to establish  the Escrow
Account by November 17, 2005.  The execution and delivery of this  Agreement and
the  Escrow  Agreement  does  not,  and  the  consummation  of the  transactions
contemplated  hereby  and  thereby  will  not,  violate  any  provision  of  the
certificate of  incorporation  or by-laws of the Purchaser,  or any provision of
any agreement, instrument, order, judgment or decree to which the Purchaser is a
party  or by  which it is  bound.  Approval  from  lenders  to Volt  Information
Sciences, Inc. must be obtained.


<PAGE>


VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section 3.01 Litigation; Consents.
                  ---------------------
     (a)  The  Purchaser  knows  of  no  pending  or  threatened  action,  suit,
proceeding or  investigation  before any court or  governmental  body, or by any
governmental  agency to restrain or prevent the performance of the  transactions
contemplated  by this Agreement or which might affect the right of the Purchaser
to own, the Shares.
     (b) Except as otherwise referred to herein, no consent, action, approval or
authorization of, or registration,  declaration or filing with, any governmental
department, commission, agency or other instrumentality having jurisdiction over
the  Purchaser  is required to be obtained by the  Purchaser  to  authorize  the
execution and delivery by the Purchaser of this Agreement or the  performance by
the Purchaser of its terms.

     Section 3.03. Funds.
                   ------
     On or before the Closing Date the Purchaser  has or will obtain  sufficient
immediately  available funds to pay at the Closing,  in cash, the full amount of
the Purchase Price and all other amounts payable pursuant to this Agreement.

ARTICLE IV

COVENANTS OF THE SELLER AND THE PURCHASER

     Section 4.01 Maintain  Shares.  Before the Closing Date,  the Seller shall,
not, without the consent of the Purchaser, (a) sell or otherwise transfer any of
the Shares or (b) incur or permit to exist any Lien on any of the Shares.
     Section 4.02 Approvals; Consents.  Notwithstanding the provision in Section
8.09,  the Seller shall obtain or cause to be obtained all  consents,  approvals
and  authorizations  required by law,  statute,  rule,  regulation,  contract or
agreement to be obtained by the Seller,  including  but not limited to obtaining
shareholder  approval, in connection with the sale and transfer by the Seller to
the  Purchaser  of the  Shares  and the  transactions  contemplated  hereby  and
thereby.  The Company and the Seller  shall use their best efforts to obtain all
consents,  approvals and authorizations listed above,  including but not limited
to  a  recommendation   to  the  shareholders  of  the  Seller  to  approve  the
Transaction.

     Section 4.01 Maintain Company Business
                  -------------------------
     (a) From the date hereof to and including the Closing Date, the Seller, the
Company and their respective officers, directors and employees shall use its and
their best efforts to preserve the business  organization of the Group Companies
intact,  to keep available to the Purchaser the services of the present managing
directors,  officers  (Leitende  Angestellte,  Prokuristen) and employees of the
Company,  and to  preserve  for the  Purchaser  the good will of the  suppliers,
customers and others having  business  relations  with the  Company.At all times
until the Closing  Date,  Seller (in relation to the  Company),  the Company and
their  subsidiaries  will take no  actions  other than  actions in the  ordinary
course of business and consistent with their past practices,  and will use their
best efforts to preserve  intact their business  organization  and good will and
preserve their  relationships with their customers,  suppliers and others having
business  relations  with them.  Without  limiting  the  foregoing,  neither the
Company  nor any of their  subsidiaries  will  change  any of  their  accounting
policies, nor incur any additional obligations,  nor prepay any obligations, for
borrowed money, nor

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

encumber  assets,  sell any  assets,  commit to long term  (more than 12 months)
purchase  commitments,  commit to capital expenditures or increase (or authorize
an increase in) outstanding  shares,  employee  compensation or benefits (except
such as may be required by law or an existing  binding  agreement).  No options,
warrants or similar rights of the Company may be amended or modified without the
prior written  consent of Purchaser.  Seller agrees to give notice in writing to
Purchaser promptly following the occurrence of any event which has had (or which
is likely to have) an adverse  effect  upon its  assets,  business,  operations,
prospects,  properties  or condition  (financial  or  otherwise) or the proposed
Transaction.
     (b) From the date hereof to and including the Closing Date, the Seller, the
Company and their respective officers, directors and employees shall use its and
their  best  efforts to cause the  Company  to  continue  the  operation  of its
business in the  ordinary  course,  and to maintain its assets,  properties  and
rights in at least as good order and condition as exists on the date hereof, and
shall not, without the written consent of Purchaser, permit the Company to:
          (i)  encumber any of its assets, properties or right or enter into any
               transaction  or make any contract or  commitment  relating to its
               assets,  properties or business, except in the ordinary course of
               business;
          (ii) enter into any employment contract
          (iii) enter  into any  contract  or  agreement  (x)  which  cannot  be
               performed  within three (3) months or less or (y) which  involves
               the  expenditure of over 20,000.00  Euros,  except in either case
               for  sales  and  purchase  contracts  in the  ordinary  course of
               business;
          (iv) reclassify  or change in any  manner  its  outstanding  shares of
               stock or issue or sell any shares of its  capital  stock or other
               securities,  or redeem or  otherwise  acquire,  or enter into any
               contract or commitment to redeem or otherwise acquire, any shares
               of stock of the Company;
          (v)  make any  declaration,  payment or  distribution of a dividend or
               any  other  payment  to any  shareholder  except  as set forth on
               Schedule 2.15;
          (vi) transfer  any  assets of the  Company to any  shareholder  or any
               other affiliate;
          (vii) make any payment or distribution to any trustee under any bonus,
               pension,   profit  sharing  or  retirement   plan  or  incur  any
               obligation to make any such payment or contribution  which is not
               in accordance  with the Company usual past practice,  or make any
               payment or contribution or incur any obligation pursuant to or in
               respect of any other plan, contract or arrangement  providing for
               any   bonus,   incentive    compensation,    pension,    deferred
               compensation,  retirement payment, profit sharing contribution or
               any other employee  benefit,  which is not in accordance with the
               Company usual past practice;
          (viii) extend credit in excess of 10,000.00  Euros to any customer who
               was not a customer before the date of this  Agreement,  or depart
               from the normal and customary trade, discount and credit policies
               of the Company;
          (ix) guarantee  the  obligation  of any Person,  firm or  corporation,
               except by the  endorsement of negotiable  instruments for deposit
               or collection in the ordinary course of business;
          (x)  take any action of the character  described in Section 2.05 which
               would have been  required to be  disclosed  pursuant  thereto had
               such action  been taken  after the date of the Balance  Sheet and
               before the date of this Agreement;
          (xi) purchase or sell any securities for investment;
          (xii) amend  either  its  charter or  by-laws  or other  documents  of
               formation and  management;  (xiii) make any changes in any of its
               methods of accounting or in any of its accounting practices;

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

          (xiv) change  the  banking  or  safety  deposit  arrangements  of  the
               Company; or
          (xv) enter into any new  transaction  or  agreement  or an  amendment,
               modification or extension to an existing transaction or agreement
               with any shareholder,  officer, member,  director,  consultant or
               employee of the Seller or of the Company or of any  Subsidiary or
               affiliate of either.

     Section 4.04  Insurance.  At any time before the Closing  Date,  the Seller
will, at the  Purchaser's  direction  and expense,  cause the Company to add, if
possible,  new coverage or increase the coverage on, or otherwise  amend, any of
the  insurance  policies  described on Schedule 2.18 the extent of such added or
increased  coverage or the nature of such amendment being a matter solely in the
discretion of the Purchaser.
     Section 4.05 Non-Compete. (a) For a period of three (3) years following the
Closing Date,  the Seller shall not,  directly or  indirectly,  or through or in
association  with any Person,  firm,  corporation,  partnership,  association or
other entity,  engage in or conduct any  enterprise or business  anywhere in the
world which  distributes,  designs,  manufactures,  markets,  sells or otherwise
deals in products or services which are manufactured or sold or furnished by the
Company as described in detail in Schedule 4.05(a) the Subsidiaries or the Joint
Ventures or are competitive  with the business of the Company,  the Subsidiaries
or the Joint Ventures or their successors as such business is being conducted by
the Company, the Subsidiaries or the Joint Ventures on the date hereof;
     (b) For a period of two (2) years  following the Closing Date,  neither the
Seller  nor the  Purchaser  shall,  directly  or  indirectly,  or  through or in
association  with any Person,  firm,  corporation,  partnership,  association or
other entity  solicit any of the employees of the Company  and/or the respective
other Party on the date hereof or employees of the Company and/or the respective
other Party on the Closing date to leave their employ.

     Section 4.06 Financial Information.
                  ----------------------
For six months  after the Closing Date the Seller  shall  furnish the  Purchaser
with  such  additional  financial  and  operating  data  and  other  information
regarding the Company's or the Subsidiaries'  operations,  business,  properties
and assets as the Purchaser shall from time to time reasonably require.

     Section 4.07 Cooperation.
                  -----------
The Seller (i) will cooperate with the Purchaser in disclosing and delivering
to the Purchaser all  Intellectual  Property  Rights used in the business of the
Company,  (ii) will cooperate with the Purchaser  connection therewith after the
Closing Date in such manner as may  reasonably  be required by the Purchaser and
(iii) will not disclose the same to any other Person  without the prior  written
consent of the Purchaser.

Representatives  of the Company will introduce  representatives of the Purchaser
to such  clients/customers  of the Company as the  Purchaser  requests  and will
discuss the  contemplated  acquisition with such  clients/customers.  The Seller
will use its best efforts to recommend to such  clients/customers of the Company
to remain clients/customers of the Company from and after the Closing Date.

     Section 4.08 Notice of Breach.  The Seller will  immediately give notice to
the  Purchaser  of the  occurrence  of any event or the  failure of any event to
occur that results in a breach of any  representation  or warranty  hereunder by
the Seller or a failure by the Seller to comply with any covenant,  condition or
agreement contained herein.


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section 4.09 Covenant as to Representations.
                  -------------------------------
The Seller  (a) will take all  action  necessary  to render  accurate  as of the
Closing Date its  representations  and  warranties  contained  herein,  (b) will
refrain  from taking any action which would  render any such  representation  or
warranty inaccurate in any material respect as of such time, (c) will perform or
cause to be satisfied each covenant or condition to be performed or satisfied by
it or them as  contemplated  by this Agreement and (d) will  immediately  notify
Purchaser if any representation or warranty becomes untrue or there should occur
any event that might result in any  representation  or warranty becoming untrue.
Without  limiting  the  generality  of the  foregoing,  in the  event  that  the
Intellectual  Property  Rights  set  forth  on  Section  2.12  that are used and
necessary  (i) for the  design,  development  or  manufacture  of the  Company's
products or (ii) to conduct the Company's business as presently  conducted or as
contemplated  to be conducted  are  incomplete,  the Seller  agrees to transfer,
license  or obtain  the rights for the  Purchaser  to any  missing  Intellectual
Property Rights for no additional consideration.

     Section 4.10 Government Reviews.
                  -------------------
The  Seller  and the  Purchaser,  in a timely  manner,  shall (i) make  required
filings  with,  prepare  applications  to and  conduct  negotiations  with  each
governmental  agency (including cartel authorities,  if applicable,  contrary to
the Parties' assumption) as to which such filings,  applications or negotiations
are  necessary  or  appropriate  for  the   consummation  of  the   transactions
contemplated hereby and (ii) provide such information as may be required to make
such  filings,  prepare such  applications  and conduct such  negotiations.  The
Seller  and the  Purchaser  shall  cooperate  with each other and use their best
efforts to assist the other in making and pursuing such filings and applications
and conducting such  negotiations and promptly shall respond to all requests for
additional information or documentation.

     Section 4.11 Exclusivity.
                  ------------
Unless this Agreement has been  terminated  pursuant to Section 7.01 (a) through
(c), there shall be an exclusivity period until March 31, 2006 (the "Exclusivity
Period").  Seller hereby agrees that during the Exclusivity  Period,  neither it
nor the  Company  nor any of its or their  officers  (Prokuristen  und  leitende
Angestellte)  and members of the  Vorstand  and  Geschaftsfuhrung  and  Seller's
supervisory board, will directly or indirectly,  solicit,  initiate or knowingly
encourage or take any other action to  facilitate  the  submission  to it of any
Acquisition  Proposal  (hereinafter  defined)  or  participate  in or  knowingly
encourage any  discussions or negotiations  regarding,  or furnish to any person
any  non-public  information  with  respect  to,  or take any  other  action  to
facilitate any inquiries or the making of, any proposal that constitutes, or may
reasonably be expected to lead to, an Acquisition Proposal. For purposes of this
Agreement,  Acquisition  Proposal means with respect to the Company any proposal
with respect to a (i) merger, consolidation,  reorganization,  recapitalization,
reclassification,  share  exchange,  tender offer,  spin-off,  split off,  joint
venture or other  business  combination  or similar  transaction  involving  the
Company or any of its  subsidiaries  or any assets of the  Company or any of its
subsidiaries,  (ii)  any  purchase  or  other  acquisition  of 5% or more of the
consolidated  assets of the Company and its subsidiaries or assets  representing
5% or more of the  consolidated net revenues of the Company and its subsidiaries
or (iii) any purchase or other  acquisition (by tender offer,  exchange offer or
otherwise) of 5% or more of the outstanding  voting or equity  securities of The
Company.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section 4.12 Compensation, Preemption Right
                  ------------------------------
In the event Seller initiates or considers an Acquisition  Proposal,  whether or
not solicited,  during the Exclusivity  Period (whether or not it results in any
acquisition), then Seller shall pay to Purchaser, as liquidated damages (and not
as a penalty) to compensate Purchaser for the effort and expense which Purchaser
will  be  expending  in the  course  of  its  investigation  and  for  its  lost
opportunity, the sum of 1,000,000 Euros if the Transaction has been announced to
the public.  Any payment of EUR 1,000,000 shall include an irrevocable waiver of
Purchaser and its affiliates  regarding any claims for damages  resulting from a
breach of Section 4.11  whatsoever  against  Seller,  provided  further that any
breakup  fee paid by Seller  under  Section  7.02 and/or  Section  8.23 shall be
off-set  against such EUR  1,000,000 it being  understood  that an amount of EUR
1,000,000 shall not be payable under this Section 4.12 and/or under Section 7.02
and/or  Section 8.23 three times but only once.  Further,  until  September  30,
2006,  Purchaser  shall have the  right,  but not the  obligation,  to match any
Acquisition  Proposal  received  by Seller and acquire the Shares or business of
the  Company  on the  same  terms  and  conditions  as  are  contained  in  such
Acquisition Proposal and, if such Acquisition Proposal is negotiated and a final
agreement is reached  ("Final  Proposal"),  then Purchaser  shall be entitled to
match such Final  Proposal  and acquire the Shares or business of The Company on
the same terms and conditions as are contained in such Final Proposal.

     Section 4.13 Best Efforts.  Each of the Seller and the Purchaser  shall use
its best efforts to cause all of the conditions to the  obligations of the other
to  consummate  the  transactions  contemplated  hereby  to be  met as  soon  as
practicable after the date of this Agreement.

     Section 4.14 Promptly after the execution of this  Agreement,  Seller shall
use best efforts to prepare and, as soon as is reasonably  practicable,  furnish
to its  shareholders  all  documentation  necessary or desirable with respect to
Shareholders  Meeting.  The Purchaser and its outside counsel shall be given the
opportunity  to review and comment on such  material  before  distribution.  The
Parties  are aware and will take  regard to each other  Party's  capital  market
publication and insider information obligations.

     Section 4.15 Capital Increase
                  -----------------
Seller will procure that the current  registered  capital in a nominal  value of
EUR  100,000.00  in the Company will be  increased in the nominal  amount of EUR
100,000.00 to a nominal amount of EUR 200,000.00 against contribution in kind by
shareholders'  resolution  of the Company in order to create a further  share in
the Company in the nominal amount of EUR 100,000.00 as consideration  for assets
contributed  by the Seller to the  Company as  stipulated  in the  shareholders'
meeting  (File No. 3844 C/2005)  dated  November 1, 2005 Notary Public Dr. Heinz
Korte .

     Section 4.16 ----

     Section  4.17  Agreement  with  Company's   Works  Council,   Amendment  of
Employment  Agreements

     (a) Seller will  procure that the Works  Agreement  between the Company and
its works Council will be changed at terms being acceptable for the Purchaser.
     (b) Seller  will  procure  that each  Employee  will have  entered  into an
amendment  agreement  with the  Company in a form  accepted  by  Purchaser.  The
average of the intended salary  increases over all employees shall not exceed an
amount to be mutually agreed upon by the parties.
     (c)  Seller  shall  inform  Purchaser  about the  progress  on the above by
November 14, 2005.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

4.18 Seller  shall  procure  that 85 % of all  Employees  and all Key  Employees
determined by Purchaser  have agreed to enter into an employment  agreement with
the Company.

4.19 Seller will set up a bank account with DZ Bank (i.e. the Seller's  Account)
and will inform  Purchaser  of the bank  details of such account by December 15,
2005.

4.20 Seller will  procure  that the Company  will set up a bank  account with DZ
Bank (i.e. the Company's  Account) and will inform Purchaser of the bank details
of such account by December 15, 2005.

4.21 Seller will  indemnify  and hold  harmless  Purchaser  from and against any
damages  resulting  from any  non-fulfillment  of the  obligations  in Sec. 4.01
through  4.10 and 4.13  through  4.20  above.  4.22  Purchaser  has  provided  a
guarantee of Volt  Information  Sciences,  Inc dated of November 02, 2005.  This
guarantee can be replaced by a guarantee of Volt Delta Resources LLC as provided
for in the Volt Information Sciences, Inc. guarantee. The guarantees are subject
to their respective governing boards approvals (aufschiebende  Bedingung) as set
forth above in Section 3.01.


ARTICLE V
ACCESS TO INFORMATION AND DOCUMENTS

     Section 5.01 Access.
                  -------

From the date hereof to the Closing Date, the Seller shall upon reasonable prior
request by the Purchaser
     (a) give to,  or cause to be made  available  for,  the  Purchaser  and its
counsel,  accountants  and  other  representatives  full  access  during  normal
business  hours  to all the  properties,  documents,  contracts,  employees  and
records of the Company and furnish the Purchaser  with copies of such  documents
and with such  information  with  respect to the  affairs of the  Company as the
Purchaser from time to time reasonably may request.
     (b) Until ten years after the Closing Date the Purchaser shall maintain for
and on behalf of the  Seller,  or tender to the  Seller,  the  Company's  books,
records  and other data in such  manner and at such  location as shall make such
books,  records and other data reasonable  accessible to the Seller, its counsel
and accountants  during normal business hours.  During such period,  the Seller,
its counsel and  accountants  shall have the right to examine and make copies at
the Seller's expense of the Company's books, records and other data in existence
on the Closing Date as reasonably may be requested.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

ARTICLE VI
Return of  Information.  If the Closing is not consummated and this Agreement is
terminated,  the  Purchaser  shall  promptly  return all  documents,  contracts,
records or properties  of the Seller and the Company  furnished by the Seller or
the Company and all copies thereof.

INDEMNIFICATION

     Section 6.01 Indemnification by the Seller.
                  ------------------------------
     (a) The  Seller  shall be  liable  for,  indemnify  the  Purchaser  and its
affiliates  for,  hold the  Purchaser  and its  affiliates  harmless  from,  and
reimburse the Purchaser and its affiliates for  Purchaser's  Damages (as defined
in Section  6.01(b))  in the manner and to the extent set forth in this  Section
6.01.

The term  "Purchaser's  Damages"  shall  include  all  losses,  costs,  expenses
(including  attorneys'  fees  and  expenses),   fees,  liabilities  and  damages
sustained  by the  Purchaser  prior to any  reimbursement,  but not any indirect
damages such as  consequential  damages or lost  profits.  For the  avoidance of
doubt,  a  shortfall  in the  thresholds  pursuant  to  Section  1.02 (b) is not
considered a Purchaser's Damage.
     (b) therefore:
               i.   arising from any breach of a  representation  or warranty of
                    the Seller  contained in or made pursuant to this  Agreement
                    or in any certificate,  instrument or agreement delivered to
                    the  Purchaser  pursuant  to  or  in  connection  with  this
                    Agreement;
               ii.  resulting  from a default in the  performance  of any of the
                    covenants  or  obligations  that the Seller is  required  to
                    perform under this Agreement.

     (c) Seller shall only be required to pay any Purchaser's Damages provided
               (i)  the amount of Purchaser's  Damages exceeds 100,000.00 Euros;
                    and
               (ii) the claimed  Purchaser's  Damages exceed  1,000.00 Euros per
                    item.

         The claim for such  Purchaser's  Damages must be made by the  Purchaser
         and  received  by the  Seller  prior to the last day of the 30th  month
         after the Closing Date.

     (d) The aggregate  liability of Seller for  Purchaser's  Damages under this
Agreement  shall in no case  exceed  the  amount of  8,000,000.00  Euros  (eight
million  Euros).  The liability of Seller to Purchaser's  Damages will expire on
the last day of the 30th month after the Closing Date.

     Section 6.02 Indemnification by the Purchaser.
                  ---------------------------------

     (a) The Purchaser  shall be liable for,  indemnify the Seller for, hold the
Seller  harmless from and reimburse the Seller for any and all Seller's  Damages
(as  defined  in Section  6.02(b))  in the manner and to the extent set forth in
this Section 6.02.
     (b) The term "Seller's Damages" shall include all losses,  costs,  expenses
(including  attorney's  fees  and  expenses),   fees,  liabilities  and  damages
sustained by the Seller prior to any reimbursement, but not any indirect damages
such as consequential damages or lost profits.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

               i.   arising from any breach of a  representation  or warranty of
                    the  Purchaser   contained  in  or  made  pursuant  to  this
                    Agreement  or in any  certificate,  instrument  or agreement
                    delivered to the Seller  pursuant to or in  connection  with
                    this Agreement;
               ii.  resulting  from a default in the  performance  of any of the
                    covenants or  obligations  that the Purchaser is required to
                    perform under this Agreement.

     (c) Purchaser shall only be required to pay any Seller's Damages provided

               (i)  the amount of Seller's  Damages exceeds  10,000.00 Euros per
                    item; or
               (ii) the    aggregate    amount   of   all    Seller's    Damages
                    exceeds100,000.00  Euros, in which case all Seller's Damages
                    in an amount  exceeding  1,000.00  Euros  per item  shall be
                    considered.

         The claim for such  Seller's  Damages  must be made by the  Seller  and
         received by the Purchaser prior to the last day of the 30th month after
         the Closing Date.

     (d) The aggregate  liability of Purchaser  for Seller's  Damages under this
Agreement  shall in no case exceed the amount of  250,000.00  Euros (two hundred
and fifty thousand  Euros) plus legal fees to be awarded by the  Arbitrators not
to exceed 150,000.00 Euros (one hundred and fifty thousand Euros). The liability
of Purchaser  to Seller's  Damages will expire on the last day of the 30th month
after the Closing Date.


     Section 6.03 Legal Proceedings.
                  ------------------

     (a) If any legal  proceeding  shall be  instituted,  or any claim or demand
made, against an indemnified party in respect of which an indemnifying party may
be liable  hereunder,  the  indemnified  party shall give prompt  written notice
thereof to the indemnifying party. The indemnifying  party, at its expense,  may
participate in and, with the consent of the indemnified  party,  direct any such
legal proceeding and the negotiation and settlement of any such claim or demand.
The indemnified  party shall have the absolute right, in its sole discretion and
without  the  consent  of the  indemnifying  party,  to  settle  any such  legal
proceeding,  claim or demand;  provided,  however, that if the indemnified party
shall so settle without the consent of the indemnifying  party, the indemnifying
party shall be  discharged  from any  liability  hereunder  with  respect to the
proceeding, claim or demand so settled.
     (b) If the amount of  Purchaser's  or Seller's  Damages  paid,  at any time
subsequent  to such  payment,  shall be reduced by any  recovery,  settlement or
otherwise, the amount of such reduction,  less any expense incurred by the party
receiving such recovery in connection therewith, promptly shall be repaid to the
indemnifying party.
     (c) The Seller and the  Purchaser  shall consult and use their best efforts
to cooperate in resolving  questions  regarding  Purchaser's Damages or Seller's
Damages. If either the Seller or the Purchaser shall believe that it has a claim
under this  Article  VI, such party shall give notice of such claim to the other
party,  specifying in reasonable detail the nature of the Purchaser's Damages or
Seller's  Damages for which payment is claimed,  the Section or Sections of this
Agreement  upon  which  such  claim is based and the  amount  payable in respect
thereof.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.


ARTICLE VII

TERMINATION OF AGREEMENT

     Section 7.01 Termination of Agreement.  This Agreement and the transactions
contemplated  hereby  may be  terminated  or  abandoned  at any time  before the
Closing Date:
     (a) by mutual consent of the- Seller and the Purchaser;
     (b) by the  Purchaser,  if there has been a material  misrepresentation  in
this Agreement by the Seller, or a material breach by the Seller of any warranty
or  covenant  set forth  herein,  or a  failure  of any  condition  to which the
obligations of the Purchaser are subject;
     (c) by the Seller, if there has been a material  misrepresentation  in this
Agreement  by the  Purchaser,  or a  material  breach  by the  Purchaser  of any
warranty or covenant set forth  herein,  or a failure of any  condition to which
the obligations of the Seller are subject.

     Section 7.02 If the shareholders of Seller fail to approve this transaction
by the required majority then Seller must not close, and in such event,  Section
4.12  applies  (except  for the  requirement  that the  transaction  needs to be
announced to the public).  If the  shareholders  approve this transaction by the
required majority  Purchaser has the additional right to force seller to fulfill
his obligations under this Agreement.

     Section 7.03 If the Purchaser  obtains the board  approvals as specified in
Section 3.01. above and Purchaser does not close on the Closing Date even though
he is obliged to close pursuant to Article VIII Purchaser has to pay to Seller a
lump-sum of EUR 250,000.00. as liquidated damages in lieu of any other damages.

     Section 7.04 Continuing Obligations.
                  -----------------------

     (a) In the event that this Agreement  terminates  pursuant to Sections 7.01
or 7.02,  neither the Purchaser nor the Seller shall  disclose any  confidential
information  of or  with  respect  to the  other  or to the  Company  which  the
Purchaser or the Seller,  as the case may be, obtained from or through the other
at any time or in any  manner  during the  negotiations,  or before or after the
execution of this Agreement,  except to the extent such  information is shown to
have been previously  known to the Purchaser or the Seller,  as the case may be,
or  subsequently  becomes within the general  knowledge of the industry,  or has
been or is subsequently lawfully received by the Purchaser or the Seller, as the
case may be, from a third party.
     (b) If the Closing is not consummated and this Agreement is terminated, the
Purchaser shall promptly return all documents,  contracts, records or properties
of the Seller and the Company and all copies thereof furnished by the Seller and
the Company.


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

ARTICLE VII

CONDITIONS TO THE PURCHASER'S OBLIGATIONS

     The  obligations  of the Purchaser to purchase the Shares  pursuant to this
Agreement shall be subject to the  satisfaction,  at or before the Closing Date,
of the following conditions (any of which may be waived, in whole or in part, by
the Purchaser).
     Section  8.01  Representations  and  Warranties.  The  representations  and
warranties of the Seller  contained in this  Agreement  (including the Schedules
and  Exhibits  hereto),  or in any  certificate  or  document  delivered  to the
Purchaser in connection  herewith shall be true in all material  respects at the
Closing  Date as if made again on and as of the Closing  Date.  The Seller shall
have duly performed and complied with all agreements and conditions  required by
this  Agreement to be performed or complied  with by it at or before the Closing
Date. The Purchaser  shall have been furnished with  certificates of appropriate
officers of the Seller certifying in such detail as the Purchaser may reasonably
request to the fulfillment of the foregoing conditions.
     Section  8.02  Certain  Documents.  The  Seller  shall have  furnished  the
Purchaser with the following documents:
     (a) The deed of  incorporation  (Grundungsurkunde)  of the  Company and all
amendments  thereto,  duly  certified,  and  certified  copies  of the  deeds of
incorporation of the Subsidiaries and the Seller;
     (b) Certified Excerpts from the Commercial  Register of the Company and the
Seller;
     (c) The by-laws (or other  documents of  management) of the Company and the
Seller, duly certified, as being in force and effect at all times since at least
March 3, 2005;
     (d)  Resignations of all officers and directors of the Company who are also
employed by the Seller will become effective on the closing date.
     (e) A certificate of the  representatives of the Seller certifying (i) that
attached  thereto is a true and complete copy of all resolutions of the board of
directors  and  shareholders  of  the  Seller  pertaining  to  the  transactions
contemplated  by this  Agreement,  duly  adopted at  meetings  of such board and
shareholders at which a quorum of directors and shareholder,  as applicable, was
present and acting throughout and (ii) as to the incumbency and authority of the
officers of the Seller  executing this Agreement on behalf of the Seller and the
documents executed and delivered by the Seller in connection herewith; and
     (f) Such other documents as the Purchaser may reasonably  request to secure
the ordinary conduct of the business of the Company.
     Section  8.03  Opinion  of the  Seller's  Counsel.  The  Seller  shall have
furnished the  Purchaser  with a favorable  opinion,  dated the Closing Date, of
Seller's counsel in a form to be agreed between the lawyers of the parties.
     Section 8.04 Legal Matters  Satisfactory.  All legal matters,  and the form
and  substance of all  documents to be delivered by the Seller or the Company to
the  Purchaser at the Closing as provided for in this  Agreement or any Exhibits
or Schedules of this Agreement,  shall have been approved by and satisfactory to
the Purchaser.
     Section 8.05 Release.  The Seller shall have delivered to the Purchaser and
the Company a general release of all claims it may have through the Closing Date
against the Company and each  Subsidiary not arising out of the ordinary  course
of business.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section  8.06 No Material  Change.  There shall not have been any  material
adverse  change in the  financial  condition  or prospects of the Company at the
Closing Date from that  disclosed in the September  Balance Sheet for the period
from the date of the  September  Balance  Sheet to the Closing  Date,  or in the
assets or  properties  of the  Company,  taken as a whole,  from the date of the
September  Balance Sheet to the Closing Date, and the Purchaser  shall have been
furnished with a certificate to that effect  executed by the managing  directors
(Geschaftsfuhrer)
     Section 8.07 No Litigation. No action, suit, or proceeding shall be pending
before any court or governmental body, or by any governmental agency challenging
the transactions contemplated by this Agreement or otherwise seeking damages, or
seeking to restrain or prevent the consummation of the transactions contemplated
by this  Agreement  or to  prohibit  or limit the  ability of the  Purchaser  to
exercise  full rights of  ownership  of the Shares,  unless the Parties  jointly
conclude that such action,  suit, or proceeding  has no realistic  impact on the
transaction.
     Section 8.08 Escrow Agreement.  The Parties and the Escrow Agent shall have
executed the Escrow Agreement in the form of Exhibit A annexed hereto.
     Section  8.09  Consents.  The Seller shall have  received and  delivered to
Purchaser,  if any, all written consents,  authorizations and approvals required
by  any  applicable  law,  rule  or  regulation  of any  Governmental  Authority
respecting the sale of the Shares pursuant to the provisions of this Agreement.
     Section 8.10 -----
     Section  8.11  Employment  Agreements.  The  Purchaser  and the Seller will
closely work  together to enter into  employment  agreements  or  amendments  to
employment  agreements  with the managing  directors which are acceptable to the
Company and to the Purchaser.
     Section 8.12 -----
     Section 8.13 -----
     Section 8.14 -----

Section 8.15 Approval of Seller's Shareholders' Meeting. The shareholders'
meeting of Seller  shall have  approved  the  transaction  contemplated  by this
Agreement.

Section 8.16 Fulfillment of Certain Covenants. The Covenants set out in
Sections 4.13 through 4.20 shall be fulfilled.

Section 8.17 Approval of Board of Directors. The board of directors of Volt
Information Sciences, Inc., or/and the board of managers of Volt Delta Resources
LLC shall have approved the transaction contemplated by this Agreement.

Section 8.18 Potential Merger Clearance. The approval of any competent
cartel authority is obtained in the event such approval is necessary contrary to
the Parties'  assumption that the transaction  contemplated under this Agreement
are not subject to approval of any cartel authority in any jurisdiction.

Section 8.19 In the event the closing conditions set out in 8.08, 8.12,
8.13 (as long as signed by the  Seller),  8.06,  8.14 (to the extent in Seller's
control),  8.09,  8.15 and 8.16 should not be satisfied by December 30, 2005 and
Closing  does not occur,  Seller  shall pay to  Purchaser a break-up  fee of one
million  Euros  without  prejudice  to any  other  rights of  Purchaser  in this
Agreement or otherwise.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

ARTICLE IX

CONDITIONS TO SELLER'S OBLIGATIONS

     The,  obligation of the Seller to sell the Shares to the Purchaser pursuant
to this Agreement shall be subject to the satisfaction, at or before the Closing
Date, of the following  conditions  (any of which may be waived,  in whole or in
part, by the Seller).

     Section 9.01 Representations and Warranties.
                  -------------------------------
     The  representations  and  warranties  of the  Purchaser  contained in this
Agreement or in any  certificate  or document  delivered to the Seller  pursuant
hereto shall be true in all material  respects at the Closing Date as if made on
and as of the Closing Date. The Purchaser shall have duly performed and complied
with all agreements and conditions required by this Agreement to be performed or
complied with by the  Purchaser at or before the Closing Date.  The Seller shall
have been furnished with certificates of appropriate  officers of the Purchaser,
dated the Closing Date,  certifying in such detail as the Seller may  reasonably
request to the fulfillment of the foregoing conditions.
     Section 9.02 Payment.
                  --------
     The Purchaser shall have paid the Purchase Price as set out in Section 1.01
(a) through (c).
     Section 9.03 Opinion of the Purchaser's Counsel.
                  -----------------------------------
     The Purchaser  shall have  furnished  the Seller with a favorable  opinion,
dated the Closing  Date,  of the  Purchaser's  American  counsel in a form to be
agreed between the lawyers of the parties.
     Section 9.04 Consents.
                  ---------
     The  Purchaser  shall have received and delivered to the Seller all written
consents,  authorizations  and approvals required by any applicable law, rule or
regulation  of any  Governmental  Authority  regarding  the  sale of the  Shares
pursuant to the provisions of this Agreement.
     Section 9.05 Seller's Shareholders' Approval.
                  --------------------------------
     The  shareholders'  assembly of Seller must have  approved the  transaction
contemplated by this Agreement
     Section 9.06 Escrow  Agreement.  The  condition  set out in Section 8.08 is
fulfilled
     Section 9.07 Potential Merger  Clearance.  The condition set out in Section
8.22 is fulfilled.

ARTICLE X
MISCELLANEOUS

     Section 10.01 Representations and Warranties.
                   -------------------------------

     The  representations  and  warranties  made  in this  Agreement  and in any
certificate,  Schedule,  Exhibit or document  delivered in connection  therewith
shall  survive the Closing  Date.  The covenants of the Purchaser and the Seller
shall continue in full force and effect in accordance with their terms.
     Section 10.02 No Brokers.
                   ----------

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     The Purchaser and the Seller each  represents  and warrants that there will
be no claims for  brokerage  commissions  or finder's  fees against the other in
connection with the transactions  contemplated  hereby resulting from any action
taken by the Purchaser,  the Seller, the Company or officers or directors of the
Purchaser, the Seller or the Company.
     Section 10.03 Governing Law, Dispute Resolution, etc.
                   --------------------------------------
     (a) Governing Law.
         --------------
     This Agreement shall be construed, governed and enforced in accordance with
the laws of the. Federal Republic of Germany.
     (b) Dispute  Resolution.  Any disputes  arising under or in connection with
this  agreement  or the  performance  hereof shall be settled  promptly  through
friendly  negotiations between the parties. In case no settlement can be reached
through friendly  negotiations within sixty (60) days from the beginning of such
negotiations,  the  disputes  shall  be  finally  settled  under  the  Rules  of
Conciliation  and  Arbitration  of  the  German   Institute  for   International
Arbitration,  by three (3) arbitrators  appointed in accordance with said rules.
The chairman of the arbitration  penal shall neither be a German nor US citizen.
The language of the arbitration shall be English. However, documents originating
in the German  language  may be produced in its  original  German  version.  The
arbitral award shall be final and binding upon all parties and judgment  thereon
may be  entered  in any  court  of  competent  jurisdiction.  The  venue  of the
arbitration  shall be London,  U.K.,.  Notwithstanding  the  foregoing,  nothing
herein  shall  prevent a party from  seeking  injunctive  relief in any court of
competent  jurisdiction in connection with a breach or threatened breach of this
agreement.
     (c) Provisional  Relief.  The provisions in Section 10.03 shall not prevent
the Parties from asserting their claims vis-a-vis the other Parties arising from
this Agreement by seeking a temporary  injunction  from the competent  courts of
law.

     Section 10.04 Notices.
                   -------
     Any notice, request, demand or other communication permitted or required to
be given under this Agreement  shall be in writing,  shall be sent by one of the
following  means to the  addressee  at the  address  set forth below (or at such
other  address as shall be  designated  hereunder by notice to the other parties
and Persons receiving copies, effective upon actual receipt) and shall be deemed
conclusively  to have been given:  (i) on the second  Business Day following the
day timely deposited with a recognized international overnight courier, with the
cost of delivery  prepaid or for the  account of the  sender;  (ii) on the fifth
Business Day following the day duly sent by registered mail, postage prepaid and
return  receipt  requested;  or (iii) when  otherwise  actually  received by the
addressee on a Business Day (or on the next  Business Day if received  after the
close of normal business hours or on any non-Business Day).

                  if to the Purchaser, addressed to:
                           Volt Delta GmbH attention
                           RA Dr. Heinrich J. Rodewig
                           Taylor Wessing
                           Isartorplatz 8
                           80331 Munchen
                           Fax 0049 89 210 38 - 300


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

                           with a copy to:
                           Howard B Weinreich,
                           560 Lexington Avenue
                           Volt - 15
                           New York, NY 10022 USA
                  if to the Seller, addressed to:
                           varetis AG
                           Dr. Klaus Harisch
                           Landsberger Str. 110
                           80339 Munchen
                           Fax 0049 89 455 66 313
                           with a copy to:
                           Beiten Burkhardt Rechtsanwaltsgesellschaft mbH

                           Dr. Winfried Klopper

                           Ganghoferstr. 33

                           80339 Munchen

                           Fax 0049 89 350652125

     Section 10.05 -----

     Section 10.06  Language.  This Agreement is made in, and shall be construed
in accordance with, the English language.  Where German language is used in this
Agreement, such German wording shall prevail over the English wording

     Section 10.07 Press Releases. Notwithstanding the obligations of the Seller
to adhere  to the  statutory  German  capital  market  laws and  regulations  of
publishing  and  disclosing  certain  information  regarding  the Seller and its
business, each party hereto agrees that prior to the Closing Date, except as may
be required by law or listing or other requirements, it will not issue any press
release  or make any other  disclosure  of this  Agreement  or the  transactions
contemplated  hereby  without the prior  written  approval  of the other,  which
approval shall not be unreasonably  withheld,  delayed or conditioned.  Prior to
issuing any required press release or making any requirement other disclosure, a
party will afford the other party a reasonable opportunity to review and comment
on such press  release or other  disclosure.  Neither  party shall (i) issue any
press releases or (ii) disclose the terms or existence of this Agreement, except
as required by Section 5 hereof or by regulatory or listing authorities, or make
any other  statements  to any third  party  (other than the  representatives  of
Purchaser  and Seller),  regarding  this  Agreement,  the  Transaction  or their
negotiations  hereunder,  without the mutual  consent of  Purchaser  and Seller.
Purchaser and Seller shall agree upon the timing and nature of the  announcement
of the  Transaction to the employees of Seller and The Company.  If the parties'
negotiations or their entry into this Agreement  should become publicly known at
any time prior to an agreed-upon  press release as described  above, the parties
shall confer in good faith on the appropriate course of action to take.

<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section 10.08 Assignment,  Amendments and Waivers.  No party may assign its
rights or  delegate  its  obligations  under  this  Agreement.  Any term of this
Agreement may be amended and the observance of any term of this Agreement may be
waived (either generally or in a particular  instance,  either  retroactively or
prospectively, and either for a specified period of time or indefinitely),  only
by the written  consent of both parties  hereto.  Any agreement on the part of a
party  to any  extension  or  waiver  shall  only be  valid  if set  forth in an
instrument  in  writing  signed  on  behalf of such  party.  Any such  waiver or
extension  shall not operate as a waiver or  extension  of any other  subsequent
condition or obligation.

     Section  10.09  Entire  Agreement.  This  Agreement  and the  Exhibits  and
Schedules annexed hereto and the documents  delivered pursuant hereto constitute
the entire agreement and understanding of the parties hereto with respect to the
transactions   contemplated  herein  and  therein  and  supersede  all  previous
agreements, writings, negotiations and commitments.
     Section 10.10 Binding Agreement. This Agreement shall bind and inure to the
benefit of the parties hereto and their respective successors.

     Section 10.11 Shareholder Reports.  From and after the date hereof,  Seller
shall send to Purchaser a copy of every document,  report or other communication
that Seller sends or delivers to its shareholders.

     Section 10.12 Paragraph  Headings.  The paragraph headings herein have been
inserted  for  convenience  of  reference  only and shall in no way be deemed to
affect the meaning or interpretation of any of the terms or provisions hereof.

     Section 10.13 Counterparts. This Agreement may be executed in counterparts,
all of which shall be deemed to be duplicate originals. Publication.
     Section 10.14 Severability
                   ------------
If any provision of this Agreement is held to be or becomes invalid,  nothing in
this shall prejudice the validity of the remaining provisions of this Agreement.
The parties are obliged to replace the invalid  provision  by a valid  provision
that  comes  as  close  as  possible  to the  economic  purpose  of the  invalid
provision. This shall apply mutatis mutandis to any gaps in the Agreement.

     Section 10.15 Prohibition On Insider Trading.
                   -------------------------------
Purchaser  is aware that the  Transaction  constitutes  an  insider  information
pursuant  to  the  German  Securities  Trading  Act   (Wertpapierhandelsgesetz).
Therefore,  Purchaser  and  any of  its  representatives  (including  any of its
advisors) will be obliged to keep any information with regard to the Transaction
strictly  confidential  and each  person  related  to the  Purchaser  and having
knowledge  of  the  Transaction  must  execute  a  declaration  pursuant  to the
applicable  provisions of the German  Securities  Trading Act in the appropriate
form.
Seller is aware that the Transaction constitutes insider information pursuant to
the  United  States  Insider  Trading  laws  and  the  Securities  Act of  1933.
Therefore,  Seller and The Company and any of their  representatives  (including
any of its advisors) will be obliged to keep any information  with regard to the
Transaction strictly  confidential and each person related to the Seller and The
Company and having knowledge of the Transaction must comply with that law.


<PAGE>

VOLT INFORMATION SCIENCES, INC. AND SUBSIDIARIES
                                                                    EXHIBIT 10.6

SALE AND PURCHASE  AGREEMENT  AMONG BLITZ  05-282  GMBH,  VARETIS AG AND VARETIS
SOLUTIONS GMBH.

     Section 10.16 Fees und Expenses
                   -----------------
Except as may  otherwise be provided in the Sale and Share  Purchase  Agreement,
each of the parties  hereto will pay its own  expenses  in  connection  with the
negotiation  and execution of this Agreement , the Stock  Purchase  Agreement or
otherwise in connection  with the  Transaction.  Each party covenants and agrees
that any finder's fee or broker's  commission shall be the responsibility of the
party which retained such finder or broker.

     Section 10.17 Certain Notices
                   ---------------
Each  party  hereto  shall  provide  prompt  notice to the  other of any  legal,
administrative,  arbitration or other proceeding,  suit, claim or action pending
or, to the knowledge of such party,  threatened against or involving such party,
which has a  likelihood  of  delaying  or  preventing  the  consummation  of the
Closing.  Each party  shall keep the other  informed  concerning  its efforts to
obtain the approvals described in Section 2(c) hereof.

     Section 10.18
As promptly as practicable after the date hereof,  the parties shall prepare and
file, if required by law, such materials as may be required to be filed with any
governmental  agencies and regulatory or listing authorities and shall cooperate
with each other in preparing and filing any such materials.

     Section 10.19 Whenever the word  "including" is used in this Agreement,  it
means "including but not limited to".