AREMISSOFT (UK) PLC (1)

                                       and

                            TOREX HEALTH LIMITED (2)

                                    AGREEMENT
                            For the sale and purchase
                             of business and assets

<PAGE>

                                    CONTENTS

1.   Definitions and interpretation........................................... 1
2.   Agreement for Sale....................................................... 6
3.   Debtors andCreditors..................................................... 7
4.   Continuing Contracts..................................................... 7
5.   Companycars.............................................................. 9
6.   Employees................................................................ 9
7.   Consideration............................................................11
8.   Completion...............................................................11
9.   Post-Completion matters..................................................12
10.  Records..................................................................12
11.  Value Added Tax..........................................................13
12.  Warranties...............................................................14
13.  Indemnities..............................................................15
14.  Apportionments...........................................................16
15.  Restrictive covenants....................................................17
16.  Continuing effects of this Agreement.....................................18
17.  Further assurance........................................................18
18.  Announcements and Confidentiality........................................18
19.  Releases, waivers etc....................................................19
20.  Notices..................................................................19
21.  Entire agreement.........................................................20
22.  Alterations..............................................................20
23.  Counterparts.............................................................21
24.  Costs....................................................................21
25.  Successors and assigns...................................................21
26.  Applicable law and jurisdiction..........................................21
Schedule 1....................................................................22
Schedule 2....................................................................23
Excluded Assets...............................................................23
Schedule 3....................................................................24
Warranties....................................................................24
1.   The Vendor...............................................................24
2.   Accounts and Financial Information.......................................24
3.   The Assets...............................................................25
4.   The Business.............................................................25
5.   Events since the Accounts Date...........................................26
6.   Contracts................................................................26
7.   Employees................................................................27
8.   Pensions.................................................................28
9.   Business intellectual property rights....................................28
10.  Litigation...............................................................29
11.  Compliance with law etc..................................................29
12.  VAT......................................................................29
<PAGE>



13.  Property.................................................................29
14.  General..................................................................30
Schedule 4....................................................................31
Limitations of the liability of the Vendor and Remedy.........................31
1.   Remedy..............................................................
2.   Exclusion of certain claims.........................................
3.   Claims against thirdparties.........................................
4.   Time Limits.........................................................
5.   Thresholds..........................................................
6.   Aggregate maximum...................................................
7.   No duplication of liability.........................................
8.   Successful claims deemed to constitute a reduction in Purchase Price
9.   Mitigation..........................................................
10.  Fraud etc...........................................................
Schedule 5...............................................................
Employees................................................................
Schedule 6...............................................................
Details of the Property..................................................
Schedule 7...............................................................
Business Contracts.......................................................
Schedule 8...............................................................
Leasing Agreements.......................................................

Agreed form documents

Goodwill Assignment
Debtors Assignment
Equipment List
Vehicles List
The Licence
Disclosure Letter
Management Accounts


<PAGE> 1


THIS AGREEMENT is dated 5th September 2000 and is made BETWEEN:

(1)  AREMISSOFT (UK) PLC (No.  2968497) whose registered office is at Goldsworth
     House,  Denton  Way,  Goldsworth  Park,  Woking,  Surrey,  GU21  3LG  ("the
     Vendor");

(2)  TOREX  HEALTH  LIMITED  (No.   2116828)  whose  registered   office  is  at
     Churchfields, Stonesfield, Witney, Oxfordshire 0X8 8PQ ("the Purchaser").

NOW IT IS HEREBY AGREED as follows:

1.   Definitions and interpretation

1.1  In this Agreement, unless the context otherwise requires:

          "Accounts Date" means 31 "December 1999;

          "Accrued Liabilities" means the accrued liabilities of the Business as
          at the Completion Date being, the  responsibility for the discharge of
          which shall pass to the Purchaser,

          "Assets"  means  the  assets  listed  in  column  (1) of  Schedule  I,
          excluding the Excluded Assets;

          "Business" means the business of the supply of IT systems and services
          to the primary healthcare market as carried on by the Vendor as at the
          date hereof;

          "Business  Contracts" means the benefit (subject to the burden) of all
          contracts, engagements and orders relating exclusively to the Business
          which have been entered into or placed  (whether in writing or orally)
          with the Vendor on or before the  Completion  Date but which remain to
          be performed in whole or in part at the Completion  Date by the Vendor
          or the other party to such contract and including, without limitation,
          the contracts, engagements and orders listed in Schedule 7;

          "business  day" means a day (other than a Saturday or Sunday) on which
          banks  are  ordinarily  open for the  transaction  of  normal  banking
          business in the City of London;

          "Business Names" means "AremisSoft,  AremisSoft Healthcare,  LK Global
          and LK Global Healthcare";

          "Business Records" means all books, files, documents and records owned
          by the Vendor (including  records held in computerized  form) relating
          exclusively to the Business,  the Employees or any of the Assets,  but
          excluding the Retained Records;

          "CA 1985" means the Companies Act 1985;

          "Cash" means the cash  balances at bank and in hand held by the Vendor
          at the Completion Date;

          "Completion"  means  completion of the Sale by the  performance by the
          parties of their respective obligations under clause 8;


<PAGE> 2
          "Completion Date" means 7 September 2000

          "Continuing  Contracts"  means the Business  Contracts and the Leasing
          Agreements;

          "Creditors"  means  suppliers and other trade creditors to which or to
          whom the Vendor owes a debt in connection  with the Business as at the
          Completion  Date and the amounts due as at Completion  from the Vendor
          to Customs for VAT and any other  liability  of the Vendor to Taxation
          and any sums due to the Vendor's  bankers and to other  members of the
          Vendor's Group but excluding the Excluded Liabilities;

          "Customs" means HM Customs & Excise;

          "Debtors" means:

               (a)  all book  debts due to the  Vendor at the  Completion  Date,
                    (including  any VAT thereon) from trade debtors  exclusively
                    in connection with the Business  (including  pursuant to any
                    of the Business Contracts);

               (b)  all  sums   (including   any  VAT  thereon)  in  respect  of
                    prepayments  made by the Vendor which relate  exclusively to
                    the Business at the Completion Date;

          "Debtors  Assignment" means the deed of assignment of the Debtors,  in
          the agreed form, to be entered into on Completion;

          "Deferred Income" means the deferred income in respect of the Business
          comprising  the  total  payments  made  to  the  Vendor  prior  to the
          Completion Date by clients and customers for maintenance,  support and
          other  services to be provided in relation to the  Business  after the
          Completion  Date,  the  benefit  of the cash  amount of such  deferred
          income  remaining  with  the  Vendor  and the  responsibility  for the
          provision   of  such   services   passing  to  the   Purchaser,   such
          responsibility  being hereinafter  referred to as the "Deferred Income
          Liability";

          "Disclosure  Letter"  means  the  letter  of the  same  date  as  this
          Agreement  in the  agreed  form  from  the  Vendor  to  the  Purchaser
          (including  all documents and other  written  material  annexed to it)
          disclosing certain matters in relation to the Warranties;

          "Employees"  means the  employees of the Vendor whose names are listed
          in Schedule 5 being persons  employed in connection  with the Business
          as at the date hereof and whose employment  details are set out in the
          Disclosure Letter,

          "Encumbrances"  includes  all  claims,  liens,   mortgages,   pledges,
          charges, hypothecations,  options, encumbrances,  restrictions, powers
          of sale and equities and other rights exercisable by third parties (or
          an  agreement  or  commitment  to  create  any of the  foregoing)  but
          excluding  normal retention of title provisions in connection with the
          sale of goods;

          "Equipment" means all fixed and loose plant and machinery,  equipment,
          fixtures  and  fittings,  furniture  and motor  vehicles  owned by the
          Vendor and used exclusively in the Business at

<PAGE>3

          Completion  being the equipment  listed in the  equipment  list in the
          agreed form;


          "Excluded Assets" means the assets listed in Schedule 2;

          "Excluded Liabilities" means:

               (a)  the Prepayment Liabilities;

               (b)  the Accrued Liabilities; and

               (c)  the Deferred Income Liability

          "Excluded  Products"  means  the  software  products  known as  Global
          Clinical  System (GCS),  Genisyst 4NT and FundHolder and shall include
          all derivations  and versions  thereof and all source code in relation
          thereto;

          "Goodwill" means the goodwill and trade of the Business  together with
          the right (so far as the Vendor can grant the same) for the  Purchaser
          to represent  itself as carrying on the Business in  succession to the
          Vendor after  Completion,  but  excluding  the Business  Names and any
          right to use the same;

          "Goodwill Assignment" means the deed of assignment of goodwill, in the
          agreed form, to be entered into on Completion;

          "Group"  means;  in  relation  to any  company,  that  company and any
          company which is a holding company or subsidiary of that company,  and
          any subsidiary of any such holding company;

          "holding  company" has the meaning  ascribed to it by sections 736 and
          736A CA 1985;

          "Independent  Accountant" means an independent chartered accountant of
          at least 10 years  standing to be  nominated  (in default of agreement
          between  the  parties)  by the  President  for the  time  being of the
          Institute of Chartered  Accountants m England and Wales at the request
          of either party. The Independent Accountant shall act as an expert and
          not as an arbitrator and his decision in relation to any dispute shall
          be final and binding on the parties in the absence of manifest error;

          "the  Lease"  means a new lease in agreed  form to be  granted  by KGT
          Investment Company Limited to the Purchaser in respect of the Property
          (excluding Unit 7 of the Property);

          "Leasing  Agreements" means the benefit (subject to the burden) of the
          leasing,  conditional  sale,  deferred  purchase,  credit  sale,  hire
          purchase and like agreements under which the Vendor holds equipment or
          other items used exclusively in, or otherwise relating exclusively to,
          the Business at the Completion Date which are listed in Schedule 8 and
          the leases detailed in the Vehicles List;



          "the Licence"  means an exclusive  perpetual  royalty free licence for
          the United  Kingdom only in agreed form to be granted on Completion by
          the  Vendor  and LK Global  Healthcare  Systems  (UK)  Limited  to the
          Purchaser  in  respect of the  Excluded  Products  including  software
          embedded therein
<PAGE> 4

          provided under Third Party Licences;

          "London Stock Exchange" means London Stock Exchange Limited;

          "the  Management  Accounts"  means the unaudited  internal  management
          accounts  of the  Vendor in  respect  of the  Business  for the period
          commencing on I* January 2000 and ending on 31" July 2000;

          "Nominated  Account" means the bank account  numbered  40486655 in the
          name of the  Vendor's  Solicitors  at the  Hanover  Square  branch  of
          Barclays  Bank  PLC at 8/9  Hanover  Square,  London,  Wl,  sort  code
          20-36-47;

          "Prepayments" means the prepayments and deposits made to the Vendor in
          relation to the Business prior to the Completion  Date, the benefit of
          which  shall  remain  with  the  Vendor  and  the  responsibility  and
          liability  for the  carrying  out of  services or  supplying  goods in
          relation  to the  matters  in  respect  of which the  Prepayments  and
          deposits   have  been  made   shall  pass  to  the   Purchaser,   such
          responsibility  and  liability  being  hereinafter  referred to as the
          "Prepayment Liabilities";

          "Property" means the leasehold premises of the Vendor details of which
          are set out in Schedule 6;

          "Relevant  Claim" means any claim by the Purchaser for a breach of any
          of the Warranties;

          "Retained Records" means:

               (a)  all such  Business  Records  as are  referred  to in section
                    49(l)(b)  VATA and arc kept by the Vendor in relation to the
                    Business;

               (b)  Statutory Records; and

               (c)  all other  books and  records  of the  Vendor  not  relating
                    exclusively to the Business;

          "Sale" means the sale and purchase referred to in clause 2.1;

          "Statutory  Records"  means all Records in relation to the Business as
          are required by any  enactment to be kept by the Vendor and retamed in
          its possession;

          "Stock" means all items of stock of computer  equipment  materials and
          components  held  for  re-sale  or  as  spares  by  the  Vendor  as at
          Completion  for the  purposes  of the  Business  details  of which are
          contained in the Disclosure Letter,

          "Subsidiary"  means a subsidiary  (as defined by sections 736 and 736A
          CA 1985) or a  subsidiary  undertaking  (as  defined by section 258 CA
          1985);



          "Third Party Licences" means the licences  obtained from third parties
          in respect of software used

<PAGE> 5

          in  connection  with  the  Business  including  third  party  software
          incorporated into the Excluded Products;

          "Taxation"  means  any  liability  to any form of  taxation,  whenever
          created or imposed and whether of the United Kingdom or elsewhere (and
          without limitation includes income tax, PAYE, corporation tax, advance
          corporation tax,  capital gains tax,  capital transfer tax,  insurance
          premium tax,  stamp duty,  stamp duty reserve tax,  landfill tax, VAT,
          withholding tax, rates. Customs and Excise duties.  National Insurance
          contributions.  Social  Security  and  other  similar  liabilities  or
          contributions)  and all charges,  surcharges,  fines,  interest and/or
          penalties related to or arising in respect of them but excluding stamp
          duty  payable in relation to this  Agreement  or the  documents  to be
          executed by the Vendor pursuant  hereto,  the  responsibility  for the
          payment or discharge of which shall be that of the Purchaser,

          "Transfer Regulations" means the Transfer of Undertakings  (Protection
          of Employment)  Regulations  1981 as amended by the Trade Union Reform
          and  Employment  Rights Act 1993 and the Collective  Redundancies  and
          Transfer  of  Undertakings   (Protection  of  Employment)  (Amendment)
          Regulations 1995;

          "VAT" means Value Added Tax as provided in VATA;

          "VATA" means the Value Added Tax Act 1994;

          "Vehicles  List" means the list of vehicles  used by  employees of the
          Business, in the agreed form;

          "Vendor's  Solicitors"  means Joelson  Wilson & Co of 70 New Cavendish
          Street, London,WIG8AT;

          "Warranties"  means the warranties  referred to in clause 12.1 and set
          out  in  Schedule  3  and  the  term   Warranty   shall  be  construed
          accordingly.

1.2  In this Agreement, unless the context otherwise requires:

     (a)  a document  expressed to be "in the agreed form" means a document in a
          form which has been agreed by the Vendor and the  Purchaser (or in the
          case of the Lease by the Landlord mentioned therein) contemporaneously
          with or before the execution of this  Agreement and which has, for the
          purposes of  identification,  been signed or  initialed  by them or on
          their behalf;

     (b)  references  to a. clause or schedule are to a clause of, or a schedule
          to, this Agreement; references to this Agreement include its schedules
          and  references  in a schedule  or part or section of a schedule  to a
          paragraph are to a paragraph of that schedule or a paragraph in a part
          or section of that schedule;

     (c)  references to this Agreement or any other document or to any specified
          provision  of  this  Agreement  or any  other  document  are  to  this
          Agreement,  that  document or that  provision as in force for the time
          being and as altered from time to time in accordance with the terms
<PAGE> 6

          of this  Agreement  or, as the case may be, with the  agreement of the
          relevant parties;

     (d)  words importing the singular include the plural and vice versa;  words
          importing a gender  include  every  gender and  references  to persons
          include corporations;

     (e)  the contents table and the descriptive headings to clauses,  schedules
          and paragraphs are inserted for convenience only, have no legal effect
          and shall be ignored in the interpretation of this Agreement; and

     (f)  the words and phrases "other",  "including" and "in particular"  shall
          not limit the  generality  of any  preceding  words or be construed as
          being limited to the same class as the  preceding  words where a wider
          construction is possible.

1.3  In this Agreement, unless the context otherwise requires, references to any
     enactment shall be construed as including a reference to:

     (a)  any enactment which that enactment has directly or indirectly replaced
          (whether with or without modification); and

     (b)  that enactment as re-enacted,  replaced or modified from time to time,
          whether before, on or after the date of this Agreement;

     PROVIDED  ALWAYS  that any  liability  of the  Vendor  hereunder  shall not
     thereby be extended or increased.

1.4  Where, under any provision of this Agreement, any party shall be allowed by
     another  to  inspect  any  document  or  record,   it  or  its   authorised
     representatives  and agents (including its professional  advisers) shall be
     permitted  at its own  expense  to  inspect  and take or make  copies of or
     extracts from that  document or record  (whether by  photographic  means or
     otherwise)  and,  for  such  purposes,  to have  reasonable  access  to the
     premises  of that  other  where such  document  or record is located at all
     reasonable  times  during  normal  office hours on such prior notice to the
     other as may be prescribed in that  provision or, if no period of notice is
     so prescribed, on such prior notice as is reasonable in the circumstances.

2. Agreement for Sale

2.1  Subject to the terms and  conditions  of this  Agreement,  the Vendor shall
     sell (or procure the sale  thereof) and the  Purchaser  shall  purchase the
     Assets and the Business as a going concern for the consideration  specified
     in clause?.

2.2  The Excluded Assets are excluded from the Sale.

2.3  The Vendor  shall sell (or  procure  the sale of) the  Assets  (subject  to
     clause  4.2  in the  case  of  the  Continuing  Contracts)  free  from  all
     Encumbrances and with full title guarantee.

2.4  The Business and the Assets shall be deemed to be sold with effect from the
     Completion  Date and

 <PAGE> 7

     risk in respect of the Business and the Assets shall pass to the  Purchaser
     on the Completion Date.

2.5  Title to and beneficial  ownership of those of the Assets which are capable
     of transfer  by delivery  shall pass on their  delivery  and such  delivery
     shall be deemed to take  place on  possession  of them  being  given to the
     Purchaser by the Vendor on the  Completion  Date in accordance  with clause
     8.1(a)(ii).  Title to and  beneficial  ownership  of all other Assets shall
     pass on the Completion Date.

2.6  The Sale is in respect  of all of the  Assets  and the Vendor  shall not be
     required to sell and the  Purchaser  shall not be required to purchase part
     or some only of them.

3.   Debtors and Creditors

3.1  The Vendor and the  Purchaser  agree that the Debtors  shall be assigned to
     the Purchaser on and with effect from the Completion Date in  consideration
     of the sum  referred  to as the  consideration  therefor  in column  (2) of
     Schedule 1.

3.2  If the Vendor  receives any payment in respect of any of the Debtors  after
     Completion, the Vendor shall notify the Purchaser of the amount so received
     and shall account to the Purchaser for any such amounts on a monthly basis.

3.3  With effect from the Completion Date, the Vendor shall pay or discharge all
     of the  Creditors  in  accordance  with the Vendors  normal  policy and the
     Purchaser  shall be  responsible  for  paying or  discharging  the  Accrued
     Liabilities.

3.4  In the event that the  Vendor  shall,  after the  Completion  Date,  pay or
     discharge  any of the Accrued  Liabilities  due to be paid or discharged by
     the  Purchaser  under  clause 3.3  (whether in whole or in part and whether
     directly  or by virtue  of any right of  return,  set-off  or  counterclaim
     exercised or claimed by any person in respect of sums otherwise  payable to
     the  Vendor  or any  member  of its  Group  or  otherwise  howsoever),  the
     Purchaser  shall  forthwith  upon demand by the Vendor,  pay or procure the
     payment to the Vendor in cleared  funds of a sum equal to the amount of the
     Accrued Liabilities so paid or discharged.

3.5  The Purchaser shall  indemnify and keep  indemnified the Vendor against any
     liability arising from any claims,  actions or proceedings brought against,
     or costs and  expenses  incurred  by the Vendor in  relation to the Accrued
     Liabilities  due to be paid or discharged by the Purchaser under clause 3.3
     or  otherwise  arising  by virtue of any  breach  by the  Purchaser  of its
     obligations under clauses 3.3 or 3.4.

3.6  For the  avoidance  of doubt the  benefit  of the  Deferred  Income and the
     Prepayments shall remain with the Vendor.

4.   Continuing Contracts

4.1  Subject to clause 4.2, this Agreement shall operate as an assignment,  with
     effect  from  the  Completion  Date,  of  the  benefit  and  burden  of the
     Continuing Contracts, by the Vendor to the Purchaser.


<PAGE> 8

4.2  If any  Continuing  Contract  contains a prohibition  on its  assignment or
     requires  the  consent  of  any  other  party  or the  satisfaction  of any
     requirement  or condition for its  assignment or novation,  this  Agreement
     shall not  operate so .as to transfer  the  benefit of any such  Continuing
     Contract or any rights thereunder and in that event:

     (a)  each of the Vendor and the Purchaser  shall,  if the other  reasonably
          requires and with the  co-operation  of the other,  use its reasonable
          endeavors at its own cost to obtain the relevant consent or to satisfy
          any such  requirement  or condition as soon as reasonably  practicable
          after the  Completion  Date and shall enter into and shall (subject to
          obtaining  the  relevant  consent or  satisfying  the  requirement  or
          condition as aforesaid) use its  reasonable  endeavors to procure that
          any other  party to such  Continuing  Contract  shall  enter  into any
          assignment or novation or similar agreements regarding that Continuing
          Contract in terms  reasonably  satisfactory  to each of the parties in
          order  effectively  to substitute  the Purchaser  with effect from the
          Completion  Date  in  place  of the  Vendor  as a  party  to any  such
          Continuing Contract;

     (b)  until  any  Continuing  Contract  is  assigned  fo or  assumed  by the
          Purchaser or in the event that any Continuing Contract is incapable of
          being assigned (under clause 4.2(c)):

          (i)  the Vendor shall (unless  prohibited  by the relevant  Continuing
               Contract) hold that Continuing  Contract or its relevant interest
               therein  from the period after the  Completion  Date on trust for
               the  Purchaser   absolutely  and  the  Purchaser   shall  (unless
               prohibited by the relevant Continuing Contract),  without cost to
               the Vendor,  perform all the  obligations  and  exercise  all the
               rights of the Vendor under it as subcontractor; and

          (ii) the  Purchaser  shall,  subject to the  Purchaser  obtaining  the
               benefit of such  Continuing  Contract  or such  interest  therein
               under  clause  4.2(b)(I)  above,  reimburse  to  the  Vendor  any
               reasonable  costs and expenses or any payment required to be made
               by the Vendor in each case arising as a result of complying  with
               clause  4.2(b)(I) in respect of the period  after the  Completion
               Date;

     (c)  if (the Vendor and Purchaser having used their  respective  reasonable
          endeavors  in this  regard)  the  consent  of any  third  party to the
          assignment  of  any   Continuing   Contract  is  not  obtained  or  an
          appropriate  novation  agreement is not executed  within twelve months
          after the  Completion  Date (or such longer  period as the parties may
          agree) in respect of any Continuing Contract,  and the Vendor has been
          unable  to  give  the  Purchaser  or to  provide  that  the  Purchaser
          continues to have the benefit of such  Continuing  Contract before the
          expiry of the said period of twelve months, whether in accordance with
          this clause 4.2 or otherwise,  the Vendor and the Purchaser  will make
          such other  arrangements  between  themselves as may be permissible to
          implement so far as possible the effect of the transfer of the benefit
          and burden of such Continuing  Contract to the Purchaser,  but if such
          other  arrangements  arc  unable to be  implemented,  that  Continuing
          Contract  shall be deemed to have been  excluded from the Sale and the
          Purchaser  shall  indemnify  and keep  the  Vendor  fully  indemnified
          against all costs, demands, expenses and other liabilities,  in excess
          of any  benefit (if any)  accruing  to the Vendor,  arising out of the
          Vendor either:


<PAGE> 9

          (i)  terminating   such  Continuing   Contract,   whether  or  not  in
               accordance with its terms; or

          (ii) the Vendor  continuing  to discharge its  obligations  under such
               Continuing Contract until its expiry whether through effluxion of
               time or otherwise.

4.3  As from the Completion  Date, the Purchaser  shall assume and discharge all
     of the  liabilities  and  obligations  of the Vendor  under the  Continuing
     Contracts (including any Continuing Contract referred to in clause 4.2) and
     hereby  undertakes to indemnify the Vendor and keep the Vendor  indemnified
     in respect of:

     (a)  any and all  obligations  and  liabilities of the Vendor so assumed by
          the Purchaser in relation to the Continuing Contracts;

     (b)  (for the avoidance of doubt) any  obligation,  cost,  expense or other
          liability whatsoever (except as aforesaid) arising from any failure by
          the Purchaser duly to perform the  Continuing  Contracts in accordance
          with their terms after Completion,  or arising from the termination of
          any Continuing Contract after Completion; and

     (c)  any and all liabilities  and obligations  arising from the carrying on
          of the Business after Completion. .

4.4  For the  avoidance  of  doubt,  no  warranty  is given by the  Vendor as to
     whether any  Continuing  Contract is capable of being  assigned or novated,
     and,  without  prejudice to any other provision of this  Agreement,  if any
     Continuing Contract shall not be capable of being assigned or novated, this
     shall not be a ground or grounds for the  Purchaser  rescinding or avoiding
     any or all of the provisions hereof.

5.   Company cars

5.1  Subject to the consent  where  necessary of the other parties the Purchaser
     shall assume the  obligations of and become entitled to the benefits of the
     Vendor under the Leasing  Agreements  relating to the Vehicles  With effect
     from Completion.

5.2  The risk in or in respect of the  Vehicles  shall pass to the  Purchaser on
     Completion

5.3  The Vendor and the  Purchaser  shall do all things  reasonably  required of
     them  to  give  effect  to  the  arrangements  described  in  this  clause,
     including,  if necessary,  entering into assignments and  re-assignments in
     relation  to the  contracts  of hire  or  hire-purchase  applicable  to the
     relevant Vehicles.

6.   Employees

6.1  The parties hereto acknowledge and agree:

     (a)  that the Transfer  Regulations apply to the Sale and that the transfer
          of the Business  effected

<PAGE> 10
          by the Sale is a  "relevant  transfer"  within  the  meaning  of those
          regulations; and

     (b)  that, in accordance with the Transfer Regulations, regulations 5 and 7
          of the Transfer Regulations shall apply and:

          (i)  the contracts of employment  between the Vendor and the Employees
               (save  insofar  as  such  contracts  relate  to any  occupational
               pension scheme) will have effect after the Completion Date (which
               is  agreed  to be  the  time  of  the  relevant  transfer)  as if
               originally  made between the Purchaser and each of the Employees;
               and

          (ii) on Completion,  all of the Vendor's  rights,  powers,  duties and
               liabilities  under or in connection  with each such contract will
               be transferred to the Purchaser; and

          (iii)anything  done before  Completion by or in relation to the Vendor
               in respect of each such  contract or any Employee  will be deemed
               to have been done by or in relation to the Purchaser.

6.2

     (a)  The Vendor  hereby  undertakes  to indemnify the Purchaser and to keep
          the Purchaser  indemnified from and against all losses, costs, claims,
          expenses, penalties, demands and liabilities arising out of any act or
          omission  of the  Vendor  in  connection  with the  employment  of the
          Employees  before the Completion  Date but excluding for the avoidance
          of doubt any  failure to comply  with  regulation  10 of the  Transfer
          Regulations and any claim arising  directly or indirectly from any act
          or omission by the Purchaser in relation to the Employees prior to the
          Completion      Date      and      subject      always      to     the
          provisionsofclause6.2(c)below.

     (b)  The  Purchaser  hereby  undertakes to indemnify the Vendor and to keep
          the Vendor  indemnified  from and against all losses,  costs,  claims,
          expenses,  penalties, demands and all other liabilities arising out of
          or in connection  with the employment of the dismissal or constructive
          dismissal  of,  and any act or  omission  in  relation  to, any of the
          Employees  by the  Purchaser  in  respect  of  the  period  after  the
          Completion  Date in relation to any of the Employees,  including,  but
          not limited to any such  liability  which arises because an Employee's
          period  of  continuous  employment  with the  Purchaser  is  deemed to
          include  his  previous  employment  with the Vendor  and any  previous
          employer,  and  any  claims  by an  Employee  in  consequence  of this
          Agreement having been entered into.

     (c)  The  indemnity  referred  to in clause  6.2(b)  above  shall  include,
          without  limitation,  an  obligation on the Purchaser to indemnify the
          Vendor  against all  liabilities  arising out of the failure to comply
          with  regulation 10 of the Transfer  Regulations  as it applies to any
          transfers in consequence  of this  Agreement  having been entered into
          and in  particular  any failure to consult  with any of the  Employees
          pursuant to the Transfer Regulations.

6.3  The  Purchaser  confirms to the Vendor that it has prior to the date hereof
     provided the Vendor with all information  required pursuant to the Transfer
     Regulations to be so provided to enable the

<PAGE> 11

     Vendor to comply with its obligations thereunder, and the Purchaser further
     confirms and undertakes to the Vendor that all such information is complete
     and accurate.

6.4  In the  event  that any of the  Employees  or other  person  brings a claim
     against the Vendor or the Purchaser  arising out of or in  connection  with
     this  Agreement  and/or  the  subject  matter  hereof,  the  Vendor and the
     Purchaser  shall at their own respective  expense give to the other as soon
     as practicable  after any request therefor all cooperation,  assistance and
     information which may be reasonably relevant to the claim.

7.   Consideration

7.1  The  consideration for the sale of the Business and the Assets shall be the
     payment  by the  Purchaser  to  the  Vendor  on  Completion  of the  sum of
     (pound)2,250,000,  together  with the  assumption  by the  Purchaser of the
     Accrued Liabilities (in accordance with clauses 3.3,3.4 and 3.5 above).

7.2  The consideration  referred to in sub-clause 7.1 is calculated on the basis
     that as at the 31"  July  2000  the Net  Liabilities  figure  shown  in the
     Statement  of Net  Assets  to be  Acquired  by Torex  Health  Limited  (the
     Statement)  contained  in  the  Management  Accounts  is  no  greater  than
     u200,000. As a separate warranty to the Warranties the Vendor warrants that
     the values  attributed in the Statement  represent true values  assessed in
     accordance with generally accepted accounting  principles within the United
     Kingdom.

8.   Completion

8.1  Completion  shall take  place at the  Property  or such other  place as the
     parties  may  agree on the  Completion  Date  when all (but not part  only,
     unless  the  parties  shall so agree) of the  following  business  shall be
     transacted:

     (a)  The Vendor shall:

          (i)  deliver to the Purchaser evidence reasonably  satisfactory to the
               Purchaser   that  the  Assets   have  been   released   from  any
               Encumbrances;

          (ii) give  physical  possession  to  the  Purchaser  at  their  normal
               locations of such of the Assets as are transferable by delivery;

          (iii)make  available to the  Purchaser at their normal  locations  all
               documents  of title or other  records  establishing  title to the
               Assets (if any);

          (iv) make  available to the  Purchaser at their normal  locations  the
               originals  of  all   documents   in  the   Vendor's   possession,
               constituting or of employment;

          (v)  make  available to the  Purchaser  at their  normal  location the
               Business Records;

          (vi) deliver to the Purchaser duly executed  originals of the Goodwill
               Assignment, the Debtors Assignment and the Licence (including the
               source codes and copies of all
<PAGE> 12

               relevant technical and other documents in respect of the Excluded
               Products as set out in the Schedule to the Licence); and

          (vii)deliver  to  the  Purchaser  evidence  of  title  to  the  Assets
               including  duly  executed  deed  of  assignment  from  LK  Global
               Healthcare   Systems  Limited  to  the  Vendor  pursuant  to  the
               reorganization  of the  Vendor's  group  completed on 31 December
               1999 together with a copy of an executed  Statutory  Declaration,
               and  confirmation  that such  declaration  has been lodged at the
               appropriate Stamp Office for adjudication.

     (b)  The Lease will be completed

     (c)  The  Purchaser  shall pay the sum  of(pound)2,250,000  by  telegraphic
          transfer for same day value to the Nominated Account

     (d)  The Purchaser  shall deliver to the Vendor duly executed  counterparts
          of the Goodwill Assignment, the Debtors Assignment and the Licence.

9.   Post-Completion matters

9.1  Forthwith following Completion:

     (a)  the Vendor  shall wholly  discontinue  carrying on the Business in the
          United Kingdom (it being  understood that the Vendor and/or any member
          of its group shall be at liberty to carry on the Business  elsewhere);
          and

     (b)  the  Purchaser  shall,  at its  expense,  send  to the  Employees  the
          suppliers and customers of the Business  letters in a form agreed with
          the Vendor  (provided  that such  letters do not contain any  comments
          prejudicial  or harmful to the Business or  reputation  of the Vendor)
          informing them of the transfer of the Business.

9.2  For a period of twelve months  following the  Completion  Date,  the Vendor
     shall, as soon as reasonably practicable following receipt,  forward to the
     Purchaser  any notices,  correspondence,  information  or  enquiries  which
     relate to the  Business in the United  Kingdom or the Assets,  save for any
     such items which relate to accounting or taxation matters.

10.  Records

10.1 The Vendor shall for a period of 6 years after the  Completion  Date,  have
     access to such of the Business  Records as may reasonably be required by it
     or by its  professional  advisers  for  accounting  purposes,  audits,  the
     preparation of taxation  returns and otherwise in connection with Taxation.
     The Purchaser shall retain all of the Business  Records for not less than 6
     years after the Completion  Date,  after which the Purchaser may dispose of
     them  as it  thinks  fit.  The  Purchaser  shall  give to the  Vendor  such
     assistance  as the  Vendor  shall  reasonably  require  for the  purpose of
     preparing the annual  accounts of the Vendor for the  accounting  reference
     period during which the Completion Date occurs.

<PAGE> 13

10.2 The  Purchaser  shall  not  destroy  such of the  Business  Records  as are
     required  to be kept  pursuant  to  statute  until the expiry of the period
     prescribed by statute.

10.3 The Purchaser  shall for a period of 6 years after the Completion Date have
     access to such of the Retained Records as may reasonably be required by the
     Purchaser for the  operation of the  Business,  but to the extent only that
     such Retained  Records relate  exclusively to the Business as carried on by
     the  Vendor  prior to the  Completion  Date.  The Vendor  shall  retain the
     Retained  Records for not less than 6 years after the Completion  Date. The
     Vendor shall give to the Purchaser such  assistance as the Purchaser  shall
     reasonably  require for the purpose of preparing the opening  balance sheet
     of the  Purchaser  for the  accounting  reference  period  during which the
     Completion Date occurs.

11.  Value Added Tax

11.1 All  payments  to be made  pursuant  to this  Agreement  shall  (save where
     otherwise  specifically  stated)  be  taken  to be  exclusive  of  VAT  (if
     applicable) and any VAT chargeable in respect of the matters giving rise to
     such  payments  shall be added to the amount of, and paid in  addition  to,
     them.

11.2 The Vendor and the Purchaser:

     (a)  acknowledge  and agree  that the Sale  represents  the  transfer  of a
          business as a going concern;

     (b)  consider  that section 49(1) VATA and Article 5 of the Value Added Tax
          (Special  Provisions)  Order 1995  apply,  and intend that they should
          apply,  to the Sale;  and (c) shall use all  reasonable  endeavors  to
          secure that, in  consequence,  the Sale is treated as neither a supply
          of goods nor a supply of services for the purposes of VAT.

11.3 Accordingly, the Purchaser warrants to the Vendor that:

     (a)  the Purchaser intends, with effect from Completion,  to use the Assets
          in carrying on (whether or not as part of its existing  business)  the
          same kind of business as the Business; and

     (b)  the  Purchaser  is,  at the date  hereof,  a  taxable  person  for VAT
          purposes and duly registered for such purposes under VATA.

11.4 If, notwithstanding clause 11.2 and clause 11.3, Customs rule that the Sale
     (or any part of it) does not fall within  section  49(1) VATA and Article 5
     of the Value  Added Tax  (Special  Provisions)  Order  1995 and that VAT is
     chargeable on the Sale (or that part of it), the Purchaser  shall,  subject
     to production and delivery by the Vendor to the Purchaser of an appropriate
     VAT invoice,  within 10 business days following  such delivery,  pay to the
     Vendor the amount of such VAT together with any  interest,  fine or penalty
     levied by Customs, by transferring such sum to the Nominated Account.

11.5 All VAT payable in respect of goods and  services  supplied or deemed to be
     supplied  by the  Vendor

<PAGE> 14

     in connection  with the Business prior to the Completion Date shall be paid
     to Customs by the Vendor,  and the Vendor  shall be entitled to receive and
     to retain for its own benefit all  reimbursement or credit from Customs for
     VAT borne by the Vendor on goods and services  supplied to the Vendor prior
     to the Completion Date and any payments received in respect of VAT overpaid
     to Customs prior thereto.

12.  Warranties

12.1 Subject to clause 12.2, in  consideration  of the  Purchaser  entering into
     this Agreement,  the Vendor hereby warrants to the Purchaser that as at the
     date hereof the Warranties contained in Schedule 3 are true and accurate in
     all  respects.  The Vendor  undertakes  that it will not,  between the date
     hereof and  Completion,  voluntarily  do or omit to do anything  which will
     result in any of the Warranties being breached prior to Completion and will
     notify the  Purchaser  immediately  if any  circumstances  arise which have
     caused or are  likely  to cause  the  Warranties  to be  breached  prior to
     Completion.

12.2 Each of the  statements  in Schedules  is qualified  by, and is subject to,
     those matters fairly disclosed in the Disclosure Letter.

12.3 The Warranties shall not in any respect be extinguished by Completion.

12.4 The  Purchaser  shall have no claim  under this  Agreement  for  damages or
     compensation in respect of any event,  matter or circumstance  constituting
     or giving rise to a Relevant Claim or other breach by the Vendor  hereunder
     to the extent that the Purchaser had actual knowledge prior to .the date of
     this Agreement.  The Purchaser further confirms to the. Vendor that save as
     may have  been  disclosed  to the  Vendor  in  writing  at the date of this
     Agreement it is not aware of any breach of any of the Warranties.

12.5 A breach by the Vendor of any of the terms of this Agreement (including the
     Warranties)  shall give rise only to an action by the Purchaser for damages
     and costs and shall not entitle the Purchaser to rescind or repudiate  this
     Agreement.

12.6 The  provisions  of  Schedule 4 shall  operate  so as to limit,  qualify or
     exclude the liability of the Vendor in connection with any Relevant Claim.

12.7 Where any Warranty is qualified by the  expression "so far as the Vendor is
     aware" or any similar expression,  the awareness referred to shall mean the
     actual  awareness of Mike  Preston,  David Meek and Dennis  Badman and such
     qualification shall also assume that the said individuals have made careful
     enquiry,  in the  circumstances  of this  transaction,  as to the facts and
     circumstances relevant to such statement to ensure that such Warranties are
     true and accurate.

<PAGE> 15

13.  Indemnities

13.1 The Vendor  undertakes  to indemnify  the  Purchaser and keep the Purchaser
     indemnified  in  respect  of claims  by any of the  Employees  against  the
     Purchaser and in respect of liabilities  actually incurred by the Purchaser
     in relation to the non-provision by the Vendor to the Employees of benefits
     to  which  they  were  contractually  entitled  up to the  Completion  Date
     including without  limitation  membership of the income protection  scheme,
     private health insurance and the group life assurance scheme; and

13.2 The  Vendor   undertakes  to  the  Purchaser  to  procure  the   AremisSoft
     Corporation  Stock  Option Plan Rules to be changed in such manner as shall
     ensure that the rights of the employees  thereunder  shall be unaffected by
     the  transfer  of the  Business to the  Purchaser,  to the extent that they
     shall  have the same  rights  thereunder  as though  they had  remained  as
     employees of the Vendor  including the right to exercise any vested options
     for a period of at least 3 months from the date of termination of contracts
     of employment  and the Vendor shall  indemnify  the  Purchaser  against any
     losses,  costs  and other  liabilities  arising  out of any  breach of this
     undertaking  save in  respect  of any such  losses,  costs and  liabilities
     arising out of any such employees who have been dismissed or have deemed to
     have been dismissed by the Purchaser claiming damages on the basis that the
     benefit of the right to  participate  in unvested  options has been lost by
     virtue of such dismissal.

13.3 If the Purchaser  becomes aware of any matter which constitutes or would or
     might give rise to a claim under clauses 13.1 or 13.2:

     (a)  the Purchaser  shall as soon as practicable  give notice to the Vendor
          of die matter and shall  consult  with the Vendor with  respect to the
          matter, and will promptly forward to the Vendor all communications and
          correspondence in respect thereof;

     (b)  the Purchaser shall provide to the Vendor and its advisers  reasonable
          access to premises and personnel and to relevant documents and records
          within the power or  control  of the  Purchaser  for the  purposes  of
          investigating  the matter and  enabling  the Vendor to take the action
          referred to in sub-clause 13.3(d)(I);

     (c)  the Vendor (at its cost) may take copies of the  documents  or records
          referred to in sub clause 13.3(b);

     (d)  the Purchaser shall;

          (i)  take  any  action  and  institute  any  proceedings  and give any
               information and assistance,  as the Vendor may reasonably request
               to dispute, resist, appeal, compromise, defend remedy or mitigate
               the  matter  or  enforce  against  a  person  the  rights  of the
               Purchaser in relation to the matter;

          (ii) in connection with proceedings related to the matter use advisers
               nominated  by the Vendor and, if the Vendor  .requests  allow and
               delegate to the Vendor the full conduct of the proceedings.

<PAGE> 16

               And in each case on the basis that (I) the Vendor shall indemnify
               the Purchaser for all reasonable  costs incurred as a result of a
               request or  nomination  of the Vendor and (ii) the  Purchaser may
               refuse to comply with the provisions of this sub-clause if it can
               reasonably demonstrate that to take the actions in question would
               have a  materially  detrimental  effect on the  operation  of the
               Business.

13.4 The  Purchaser  shall not admit  liability in respect of, or  compromise or
     settle,  the  matter  without  the prior  written  consent of the Vendor or
     without a declaration of the appropriate  court  permitting such admission,
     compromise or settlement.

13.5 Nothing  in this  clause 13  restricts  or limits the  Purchaser's  general
     obligation  at law to  mitigate  any loss or  damage  which it may incur in
     consequence of a matter giving rise to a claim under this clause 13.

13.6 The provisions of this clause 13 shall not be affected by the limitation of
     liability  provisions of schedule 4 any other  matters  referred to in this
     Agreement  which would limit or avoid  liability on the part of the Vendor,
     save that the total liability of the Vendor under sub-clauses 13.1 and 13.2
     shall not exceed in aggregate (pound)1.5m.

14.  Apportionments

14.1 All periodical  charges and other outgoings of the Business  (including but
     not limited to rates, gas, electricity, water and telephone charges and all
     liabilities  in  relation  to  salaries,  national  insurance  and  pension
     contributions  and other  payments  to or in respect of the  Employees  but
     excluding the Deferred Income, the Prepayments and the Accrued  Liabilities
     which  will be  dealt  with  as  herein  specifically  provided)  shall  be
     apportioned  so  that  such  part of the  relevant  charges  and  outgoings
     relating to the Assets or the  Employees  and which is  attributable  to or
     arises by reference to any period ending on or before the  Completion  Date
     shall be borne by the  Vendor,  and such part of the  relevant  charges and
     outgoings relating to the Assets or the Employees and which is attributable
     to or arises by reference to the period  commencing  immediately  following
     the Completion  Date shall be borne by the  Purchaser.  . The Parties shall
     account in respect of  apportionments  pursuant to this clause from time to
     time as appropriate following Completion.

14.2 If any dispute or disagreement  arises between the Vendor and the Purchaser
     in relation to the  provisions of this clause 14 and/or any  apportionments
     to be made hereunder,  which cannot be resolved  between them within 7 days
     of the same arising.

     (hereinafter  referred to as a "Dispute"),  the following  provisions shall
     apply:

          (i)  either the Vendor or the  Purchaser  may require that the Dispute
               be referred to the decision of the Independent Accountant;

          (ii) all of the costs of the  Independent  Accountant  shall be shared
               equally by the Vendor and the  Purchaser  unless the  Independent
               Accountant decides otherwise;

          (iii)the  Vendor  and  the  Purchaser  shall  each  procure  that  the
               Independent  Accountant

<PAGE> 17

               is afforded all  facilities  and access to  personnel,  premises,
               papers,  accounts,  records  and  such  other  documents  as  may
               reasonably be required by him in order to reach his decision;


          (iv) the Vendor and the Purchaser and/or their  professional  advisers
               shall each be entitled to make one or more written  submission to
               the Independent Accountant in relation to any Dispute referred to
               him,  provided  that  a copy  of any  such  submission  shall  be
               supplied simultaneously to the other party; and

          (v)  the  Vendor  and the  Purchaser  shall  each  use all  reasonable
               endeavors to procure that the Independent  Accountant  issues his
               determination within 30 business days of the initial reference to
               him under this clause 13 and shall accordingly cooperate with the
               Independent  Accountant  and  with  each  other in  agreeing  and
               complying  with any  procedural  requirements  and any  timetable
               suggested by the Independent Accountant or, if reasonable, by the
               other party.

15.  Restrictive covenants

15.1 The Vendor undertakes to and covenants with the Purchaser that it will not,
     and that it will procure that no member of the Vendor's  Group will,  for a
     period of 2 years after the date hereof, directly or indirectly:

     (a)  In the United  Kingdom  approach,  canvass or solicit,  in competition
          with the  Business,  the custom of any person  who, at any time during
          the period of 24 months  preceding  the  Completion  Date,  has been a
          customer of the Vendor in connection with the Business;

     (b)  approach,  canvass or solicit the  employment  of any of the Employees
          save by means of advertisements placed in newspapers;

     (c)  be engaged,  concerned or  interested in any business  which  competes
          with the Business as carried on at the  Completion  Date in the United
          Kingdom or in the Republic of Ireland or in the Netherlands;

     (d)  disclose to any person any  confidential  information  concerning  the
          Business  save  for  confidential  information  which  relates  to the
          Business and to other  businesses  carried on by the Vendor or another
          member of the Vendors Group;

     (e)  in the course of carrying on any trade or business,  claim,  represent
          or otherwise  indicate ongoing ownership or management of the Business
          or any continuing association therewith;

     (f)  knowingly  do or say  anything  which  would  discredit  the  name  or
          goodwill of the Purchaser in relation to the Business.

15.2 The Vendor agrees with the  Purchaser  that the  restrictions  contained in
     this clause arc reasonable and necessary for the protection of the value of
     the Assets and the Business and do not work

<PAGE> 18

     harshly on it.

15.3 The duration extent and application of each of the  restrictions  contained
     in clause 15.1 above are  considered to be reasonable by the parties but in
     the event that any such restriction  shall be found to be void but would be
     valid  if  some  part  thereof  were  deleted  or the  period  or  area  of
     application  reduced such restriction shall apply with such deletion as may
     be  necessary to make it valid and  effective  and shall be enforced to the
     extent permitted by law.

15.4 The Purchaser  hereby  undertakes to the Vendor that as from  Completion it
     shall not use the names  "AremisSoft" or "LK Global" for the carrying on of
     the Business and shall not hold the Business out as being carried on by the
     Vendor or by a member of the Vendor's Group after Completion.

16.  Continuing effects of this Agreement

16.1 Save as expressly  otherwise  provided,  all  provisions of this  Agreement
     (including  the  Warranties)  shall,  so far as they are  capable  of being
     performed  or  observed,  continue  in full  force  and  effect  after  and
     notwithstanding  Completion except in respect of those matters then already
     performed and Completion shall not constitute a waiver of any of the rights
     of the Vendor or the Purchaser in relation to this Agreement.

17.  Further assurance

17.1 Subject to the  provisions  of  Schedule 6 relating  to the  Property,  the
     Vendor  shall  take  all  reasonably  necessary  steps to  ensure  that the
     Purchaser  obtains the full  benefit of the  Business  and Assets and shall
     execute  such  documents  and take such other  steps as the  Purchaser  may
     reasonably  require to carry out the terms of this  Agreement and fully and
     effectively  to vest in the  Purchaser  all its  interest and rights in the
     Assets  and to assure  to the  Purchaser  the  rights  hereby  agreed to be
     granted.

17.2 The Vendor shall if so requested by the  Purchaser  assign to the Purchaser
     such manufacturer's  guarantees and warranties relating to the Equipment or
     the Stock as may be in force at Completion  insofar as the same are capable
     of  assignment  and the benefit of all other claims  against  third parties
     relating to any of the Assets (including, without limitation, any claim for
     breach of warranty or representation).

18.  Announcements and Confidentiality

18.1 Save as required by the London Stock  Exchange or NASDAQ or by any relevant
     national or supra-national  regulatory,  governmental or quasi-governmental
     authority,  all disclosures and announcements by or on behalf of any of the
     parties and relating to the Sale shall be in terms to be agreed between the
     Vendor and Purchaser in advance.

18.2 Subject to Clause 18.3 neither party shall without the consent of the other
     communicate  publish  or  otherwise   disseminate  details  or  particulars
     (whether in whole or in part) of the  transaction  effected or contemplated
     hereunder save as may be required:

<PAGE> 19

     (a)  by law or any statutory regulation or order having the force of law or
          any rule or directive of any stock exchange; or

     (b)  for the purpose of any proceedings in court or any tribunal of fact or
          law; or

     (c)  by order requestor  regulation or any person or body or authority with
          whose order or requests the party in question is obliged to comply; or

     (d)  by the auditors of the party in question;

     (e)  for the purpose of preparing statutory accounts.

     PROVIDED  THAT  any  such  information  disclosed  pursuant  to  the  above
     paragraphs  shall be disclosed  after  consultation  insofar as practicable
     with the other party.

18.3 Nothing  contained in Clause 18.2 shall prevent  either of the parties from
     disclosing  details  of this  Agreement  to their  respective  professional
     advisers or bankers on a  confidential  basis or  disclosing  in any manner
     details  which are in the public  domain other than as a  consequence  of a
     breach  by the  Vendor  or the  Purchaser  of its  obligations  under  this
     Agreement

19.  Releases, waivers, etc

19.1 Any party may, in its discretion,  in whole or in part release, compound or
     compromise,  or waive its rights or grant time or  indulgence in respect of
     any liability to it under this Agreement.

19.2 Subject to clause 19.3, neither the single or partial exercise or temporary
     or partial  waiver by either party of any right,  nor the failure by either
     party to  exercise in whole or in part any right or to insist on the strict
     performance  of any provision of this  Agreement,  nor the  discontinuance,
     abandonment or adverse  determination  of any  proceedings  taken by either
     party to enforce  any right or any such  provision  shall  (except  for the
     period or to the extent  covered by any such  temporary or partial  waiver)
     operate as a waiver of, or preclude or restrict any exercise or enforcement
     or (as the case may be) further or other  exercise or  enforcement  by that
     party of, that or any other right or provision.

19.3 Clause  19-2 is without  prejudice  to clause  12.3 and all  references  in
     clause 19.2:

     (a)  to any right,  shall include any power,  right or remedy  conferred by
          this  Agreement on, or provided by law or otherwise  available to, the
          parties; and

     (b)  to any failure to do something, shall include any delay in doing it.

19.4 The giving by a party of any  consent to any act which by the terms of this
     Agreement requires such consent shall not prejudice the right of that party
     to withhold or give consent to the doing of any similar act.

20.  Notices

<PAGE> 20

20.1 Except as  otherwise  provided in this  Agreement,  every notice under this
     Agreement  shall be in  writing  and shall be deemed to be duly given if it
     (or the envelope containing it) identifies the party to whom it is intended
     to be given as the addressee and:

     (a)  it is delivered by being handed personally to any one of its directors
          or its secretary; or

     (b)  it is  delivered  by being left in a letter  box or other  appropriate
          place for the receipt of letters at the addressee's  registered office
          for the time being; or

     (c)  the  envelope  containing  the  notice is  properly  addressed  to the
          addressee  at its  registered  office and duly posted by the  recorded
          delivery service,

     and,  in  proving  the  giving  or  service  of such  notice,  it  shall be
     conclusive  evidence  that the notice was duly given  within the meaning of
     this clause 20.

20.2 A notice sent by post (or the envelope  containing  it) shall not be deemed
     to be duly posted for the purposes of clause 20.1 (c) unless it is put into
     the post properly stamped or with all postal or other charges in respect of
     it otherwise prepaid.

20.3 Any notice duly given  within the meaning of clause 20.1 shall be deemed to
     have been both given and received:

     (a)  if it is delivered in accordance  with clause  20.1(a) or 20.1(b),  on
          such delivery;

     (b)  if it is duly posted in accordance  with clause 20.1 (c) on the second
          business day after the day of posting.

20.4 For the purposes of this clause 209,  "notice"  shall  include any request,
     demand, instructions or other document

20.5 Copies of all notices to the Vendor shall, at the same time, be sent by the
     Purchaser to the Vendor's Solicitors, for the attention of S A Cordell.

21.  Entire agreement

21.1 This  Agreement  (together  with all  documents  which are  required by its
     terras  to be  entered  into by the  parties  or any of them and all  other
     documents  which are in the agreed form and are entered into by the parties
     or any of them in  connection  with  this  Agreement)  sets out the  entire
     agreement  and  understanding  between  the  parties  or  any  of  them  in
     connection   with  the  Business  and  the  sale  and  purchase  and  other
     transactions described in it

21.2 Each party acknowledges that, in agreeing to enter into this Agreement,  it
     has not relied on any representations,  warranties,  covenants, indemnities
     or undertakings  of any other party, or any terms or conditions  (including
     any  implied by  statute  or common  law),  except as  expressly  stated or
     referred to in this Agreement

<PAGE> 21

22.  Alterations

22.1 No purported alteration of this Agreement (or of any document in the agreed
     form) shall be effective  unless it is in writing,  refers  specifically to
     this Agreement and is duly executed by all parties hereto.

23.  Counterparts

23.1 This  Agreement  may be entered into in the form of two  counterparts  each
     executed by one or more of the parties  and,  provided  that all parties so
     enter into the  Agreement,  each of the  executed  counterparts,  when duly
     exchanged  or  delivered,  shall be deemed to be an  original,  but,  taken
     together, they shall constitute one instrument

24.  Costs

24.1 Each party shall be  responsible  for and shall bear and pay its respective
     professional  fees and legal  and other  costs  and  expenses  incurred  in
     relation  to the  negotiations  leading to the Sale,  and the  preparation,
     signing,  completion  and carrying  into effect of this  Agreement  and all
     other documents referred to in it

24.2 The  Purchaser  shall pay any  stamp  duties  payable  in  respect  of this
     Agreement  or any other  document  entered  into or executed in  connection
     herewith or pursuant hereto.

25.  Successors and assigns

25.1 None of the rights or  obligations of any party hereto under this Agreement
     may be assigned,  novated,  transferred,  charged or  otherwise  dealt with
     (whether in whole or in part) to or in favour of any third parties  without
     the prior written consent of the other parties hereto.

26.  Applicable law and jurisdiction

26.1 This  Agreement  shall be  governed by and  construed  in  accordance  with
     English law and the parties  submit to the  exclusive  jurisdiction  of the
     English courts in connection with any dispute arising hereunder.

AS WITNESS the hands of duly authorized representatives of the Vendor and of the
Purchaser the day and year first above written.

<PAGE> 22


                                   Schedule 1

               The Assets, and the Licence and apportionments of
                         the consideration to such items
               -------------------------------------------------


(1)  Assets                         (2)  Value Attributed ((pound))

 1   The Goodwill                        1,581,096.00

 2   The Equipment                       122,049.00

 3   The Stock                           92,462.00

 4   The Debtors                         497,889

 5   The Contracts                       1.00

 6   The Business Records                1.00

 7   The Licence                         1.00

 8   The Accrued Liabilities            (43,499.00)
                                         ----------
                                        (pound)2,250,000


<PAGE> 23

                                   Schedule 2

                                 Excluded Assets
                                 ---------------


1    The Retained Records

2    The Business Names

3    The Cash

4    The Deferred Income

5    The Prepayments

6    The Excluded Products

7    All documentation owned by the Vendor in relation to the Excluded Products

8    Any insurance prepayments

9    Any right to use or continue to use after  Completion  any trade or service
     name or mark of the Vendor

<PAGE> 24

                                   Schedule 3

                                   Warranties
                                   ----------

1.   The Vendor

1.1  The Vendor has all the requisite power and authority to enter into, deliver
     and perform this  Agreement  and all other  documentation  to which it is a
     party relating to the sale of the Business and Assets effected hereby.

1.2  The  execution  and delivery of, and the  performance  by the Vendor of its
     obligations  under,  this Agreement and the other documents which are to be
     executed by the Vendor at  Completion  will not  contravene  or result in a
     breach of any provision of the Memorandum or Articles of Association of the
     Vendor, or otherwise be ultra vires.

1.3  No:

     (a)  voluntary  arrangement  under section I of the  Insolvency Act 1986 or
          scheme of  arrangement  under section 425 CA 1985 has been proposed in
          respect of the vendor,

     (b)  receiver,  receiver  and manager or  administrative  receiver has been
          appointed in respect of the Vendor,

     (c)  administration  order  has  been  made or  petition  for such an order
          presented in respect of the Vendor;

     (d)  resolution  has been  passed  (or  meeting  convened  at which  such a
          resolution will be proposed),  or petition  presented,  or order made,
          for:

          (i)  the winding-up of the Vendor; or

          (ii) the  appointment  of a  provisional  liquidator in respect of the
               Vendor.

1.4  No distress or execution has been levied on, and no receiver,  receiver and
     manager or  administrator  receiver  has been  appointed in respect of, the
     whole or any part of the undertaking or assets of the Vendor.

2.   Accounts and Financial Information

2.1  The  accounting  records  of the Vendor  comply  with the  requirements  of
     sections  221 and 222  Companies  Act 1985 and do not contain any  material
     inaccuracy or discrepancy.

2.2  All relevant  financial  books and records of the Vendor required by law to
     be in its  possession or under its direct  control are in its possession or
     otherwise under its direct control.

2.3  The Management Accounts fairly reflect the profits,  assets and liabilities
     in  relation  to the  Business

<PAGE> 25

     as at the end of the period to which they relate,  it being understood that
     the Management Accounts have been prepared for internal purposes only.

3.   The Assets

3.1  The  Assets are all the  assets  used by the  Vendor at the date  hereof in
     connection  with the Business  and are the absolute  property of the Vendor
     free from any Encumbrance  (save for normal retention of title  protection)
     and (save for equipment  and assets the subject of the Leasing  Agreements)
     are not the subject of any hire or hire-purchase agreement or agreement for
     payment on deferred  terms and are all in the  possession  of the Vendor or
     under its control and there are no agreements or  arrangements  restraining
     the  freedom  of the Vendor to  transfer  the  Assets to the  Purchaser  or
     otherwise to use or dispose of the same as it thinks fit.

3.2  So far as the  Vendor is aware all  documents  which in any way  affect the
     right,  tide or interest of the Vendor in or to any of the Assets and which
     attract stamp duty have been duly stamped  within the requisite  period for
     stamping.

3.3  The  Business  does not  depend to any  material  extent  upon any  assets,
     facilities or services provided by any other member of the Vendor's Group.

3.4  No  floating  charge  created  by the Vendor  affecting  the  Business  has
     crystallized and so far as the Vendor is aware,  there are no circumstances
     likely  to cause  any such  floating  charge  to  crystallize  prior to the
     Completion Date.

3.5  The Vendor has not received notice from any person  intimating that it will
     enforce any  security  which it may hold over any of the Assets and, so far
     as the Vendor is aware,  there are no circumstances  likely to give rise to
     such a notice.

3.6  All material items of computer hardware  comprised in the Equipment List in
     the agreed form are in the possession or under the control of the Vendor.

4.   The Business

4.1  So far as the  Vendor is aware,  the  Vendor  has  obtained  all  necessary
     licences  and  consents  from any person,  authority or body for the proper
     carrying on of the Business  and, so far as the Vendor is aware,  is not in
     breach of any of their material terms or conditions.

4.2  The Vendor has not been a party to any agency, distributorship,  marketing,
     purchasing,  manufacturing  or licensing  agreement or  arrangement  or any
     restrictive trading or other agreement or arrangement pursuant to which any
     part of the Business  has been  carried on which in any way has  restricted
     its freedom to carry on the whole or any part of the  Business or to use or
     exploit any of the Assets in any part of the United  Kingdom in such manner
     as it thought fit.

4.3  So far as the Vendor is aware the Vendor is not and has not been a party in
     relation to the Business to any agreement  practice or arrangement which in
     whole or in part:

<PAGE> 26

     (a)  contravenes or is subject to registration  under the Restrictive Trade
          Practices Acts 1976 and 1977;

     (b)  contravenes the provisions of Part K Fair Trading Act 1973;

     (c)  would or might  result in a reference of a "consumer  trade  practice"
          within the meaning of the Fair  Trading Act 1973 sl3, and be liable to
          reference to the Consumer  Protection  Advisory Committee under Part H
          of the said Act;

     (d)  contravenes the provisions of the Trade Descriptions Acts 1968;

     (e)  (so far as the  Vendor is  aware)  contravenes  any other  anti-trust,
          antimonopoly or anti-cartel  legislation in any  jurisdiction in which
          the Vendor trades  through the  Business.  . 4.4 The Vendor is not and
          has not engaged in any  anti-competitive  practice,  as defined in the
          Competition Act 1998, in relation to the Business.

4.5  The Third Party Licences  disclosed in the Disclosure  Letter represent all
     the third party  licences  necessary  for the operation of the Business and
     are all valid and the Vendor has or will  procure the  requisite  rights to
     subsidence any rights  granted under the Third Party  Licences  pursuant to
     the terms of the Licence.

4.6  The Vendor and LK Global  Healthcare  Systems  {UK) Limited  have,  between
     them,  the right and title to enter  into the  Licence  in  respect  of the
     Excluded Products.

4.7  The  Excluded  Products  which are the  subject of the  Licence are all the
     software programs necessary for the purposes of operating the Business.

5.   Events since the Accounts Date

5.1  The Vendor has,  since the Accounts  Date,  carried-on  the Business in the
     ordinary' course and without interruption,  so as to maintain it as a going
     concern,  and paid its  creditors in  accordance  with the Vendor's  normal
     policy.

5.2  Since the Accounts Date:

     (a)  so far as the Vendor is aware no supplier of the  Business has refused
          to supply the Business or  .threatened  in writing to the Vendor to do
          so;

     (b)  the  Vendor  has not  received  notice in  writing  of the loss of any
          individual customer which, in the accounting reference period ended on
          the Accounts Date,  represented more than one per cent of the turnover
          of the Business;

     (c)  no  management  charge has been  levied on the Vendor by any member of
          the Vendor's Group.

<PAGE> 27

6.   Contracts

6.1  Accurate details .or copies of the Continuing Contracts have been disclosed
     to the Purchaser  and there are no material  agreements to which the Vendor
     is or has within the previous  twelve months been a party which  materially
     affect the operation at the Business  which have not been  disclosed to the
     Purchaser  and which will be material to the carrying on of the Business by
     the Purchaser after Completion.

6.2  None of the  Continuing  Contracts has been entered into  otherwise than in
     the ordinary course of the Business.

6.3  So far as the Vendor is aware no written  threat or claim or default  under
     any of the  Continuing  Contracts  or any other  agreement,  instrument  or
     arrangement  to which the Vendor is a party relating to the Business or the
     Assets has been received by the Vendor.

6.4  The  Vendor  has no actual  knowledge  (this  being  deemed to be notice in
     writing  from a third party or customer of an  intention  to  terminate  or
     withhold  consent to an assignment) that any party to any of the Continuing
     Contracts  whose consent or approval is required for the assignment of that
     contract  to  the  Purchaser  will  refuse  or  withhold  such  consent  or
     assignment

6.5  There  is no  material  dispute  known to the  Vendor  in  relation  to any
     Business  Contract  and there is no  written  claim of which the Vendor has
     notice  presently  outstanding  that  any  software  products  supplied  to
     customers of the Business did not meet Year 2000  Conformity  as defined by
     the British Standards Institution in Document DISC PD2000-1.

6.6  None of the Business Contracts entered into by the Vendor:

     (a)  relates to matters outside the Vendor's ordinary course of business or
          was entered into otherwise than on arm's length terms;

     (b)  will become  terminable as a result of the entry into or completion of
          this Agreement.

6.7  No claim has been made by any third party under any guarantee  given by any
     member of the Vendor's Group in respect of liabilities of the Vendor.

6.8  All  Business  Contracts  entered  into  by  the  Vendor  for  the  supply,
     maintenance  and  support of systems  to general  practitioners  are in the
     standard  terms and  conditions of the Vendor (copies of which are attached
     to the Disclosure letter) without material variation.

7.   Employees

7.1  The  details  regarding  the  Employees  set out in Schedule 5 are true and
     accurate in all material respects.

7.2  None of the Employees has given written notice to the Vendor of termination
     of his employment.

<PAGE> 28

7.3  So far as the Vendor is aware no written notice has been received  alleging
     noncompliance  by the Vendor  with any  obligation  imposed on it by law or
     regulation  relating to, or under the contract or terms and  conditions  of
     employment of, any Employee.

7.4  So far as the Vendor is aware,  there are no amounts  owing or  promised by
     the Vendor to the  Employees  other  than the  current  month's  salary and
     benefits payable under their respective employment contracts.

7.5  The  Vendor  has  not,  in  respect  of  any  Employee,  entered  into  any
     membership,  recognition or collective  agreements (whether legally binding
     or not) with a trade  union,  works  council,  staff  association  or other
     similar body.

7.6  All material  particulars  of the terms and conditions of employment of all
     the Employees, including without limitation profit sharing or commission or
     discretionary  bonus  arrangements,  are  set  out  in or  annexed  to  the
     Disclosure Letter.

7.7  None of the Employees is involved in any  industrial  dispute and so far as
     the  Vendor is aware  there are no  circumstances  which may  result in any
     industrial dispute involving any Employees.

7.8  The Vendor has in all material respects  maintained adequate and up to date
     records  relating to the service and terms and  conditions of employment of
     the Employees.

7.9  All obligations under statute or otherwise  concerning working time and the
     health and safety at work of the  employees  have been complied with and so
     far as the Vendor is aware, there are no circumstances which will give rise
     to a claim  against  the Vendor by any of the  Employees  in respect of any
     accident or injury.

7.10 There is no Profit Related Pay scheme in force in relation to the Employees
     which has been registered (or for which an application for registration has
     been made) under Chapter III of Part V of the Income and Corporation  Taxes
     Act 1988.

8.   Pensions

8.1  Other than the pension arrangements  disclosed in the Disclosure Letter the
     Vendor has no plans,  schemes or arrangements for the provision of relevant
     benefits ("Relevant  Benefits") (as defined in Section 612 ICTA) for any of
     the Employees.

8.2  The  Disclosure  Letter  -contains  a  statement  of the  amount of pension
     contributions   currently   payable  in  respect  of  each  Employee.   All
     contributions which have fallen due for payment have been paid.

9.   Business intellectual property rights

9.1  So far as the Vendor is aware but without making enquiry, the Business does
     not infringe  any patent,  registered  design,  design  right,  trade mark,
     copyright or other  intellectual or industrial  property right of any other
     person or give rise to a liability to pay compensation pursuant to the

<PAGE> 29

     Patents Act 1977 ss40 and 41.

9.2  So far as the Vendor is aware,  the Vendor has not (except in the  ordinary
     and normal course of business)  disclosed or permitted to be disclosed,  or
     undertaken or arranged to disclose to any person other than the  Purchaser,
     any of its know-how, trade secrets,  confidential information,  price lists
     or lists of customers or suppliers  relating to the Business.  . 9.3 Copies
     of all  licences  and other  agreements  to which the Vendor is a party and
     which are material to the Business  relating to the  intellectual  property
     rights used in the Business are contained in the Disclosure Letter.

10.  Litigation

10.1 In  relation  to the  Business,  or the  Property,  there are no actions or
     proceedings  of which the  Vendor  has  received  service  before or by any
     court,  governmental  department,  commission,  board, agency,  tribunal or
     competent  authority  which  involve  a claim or demand  for any  judgement
     order, relief, decree or liability.

10.2 So far as the  Vendor  is  aware,  there  are no  disputes,  claims,  legal
     actions,  proceedings or other litigation threatened in writing against the
     Vendor in relation to the Business or the Property.

11.  Compliance with law, etc

11.1 The Vendor has not, in relation to the Business or the Property, committed,
     nor is it liable for, any criminal,  illegal,  unlawful or unauthorized act
     or material breach of any statutory duty.

11.2 The Vendor has not, in relation to the Business, received notice in writing
     that any  investigation  or inquiry is being or has been  conducted  by, or
     received  any request  for  information  from,  any  governmental  or other
     authority,  department, board, body or agency in respect of its affairs and
     so far as the Vendor is aware,  there are no circumstances  which will give
     rise to any such investigation, inquiry or request

11.3 The Vendor has not  received  notice in  writing  of any  investigation  or
     inquiry by, or received any complaint in connection with, health and safety
     matters.

12.  VAT

12.1 The Vendor

     (a)  is  registered  for the purpose of and has  complied  in all  material
          respects with the VATA and is not in relation to the Business  subject
          to any conditions imposed by or agreed with Customs;

     (b)  is not or has not within the six years  prior to the date  hereof been
          an agent or  representative  for, or otherwise  liable to account for,
          VAT for or on account of any other  person  pursuant to sections 47 or
          48 VATA.

<PAGE> 30

13.  Property

13.1 The Vendor has complied with all covenants and conditions  contained in the
     lease  under which the Vendor  presently  occupies  the  Property or in any
     licence,  consent or other document entered into supplemental to such lease
     including covenants to repair.

13.2 The  Property  is and has  during  the  Vendor's  occupation  been used and
     occupied for the purpose of the Business of the Vendor.

13.3 The Property has the benefit of mains  electricity,  gas and water  supply,
     sewage and telecommunications.

14.  General

14.1 The facts set out in the  Schedules  are true and  accurate in all material
     respects.


<PAGE> 31
                                   Schedule 4

              Limitations of the liability of the Vendor and Remedy
              -----------------------------------------------------

1.   Remedy

1.1  Where the matter or default  giving rise to a Relevant  Claim is capable of
     remedy,  the  Vendor  shall  not be  liable  unless  written  notice of the
     Relevant  Claim and such matter or default is given to the Vendor  promptly
     and the matter or default is not remedied to the reasonable satisfaction of
     the Purchaser within 30 days after the date on which such notice is served.

1.2  Upon the  Purchaser  becoming  aware that matters have arisen which will or
     are likely to give rise to a Relevant Claim, the Purchaser will:

1.2.1not make any  admission  of  liability,  agreement or  compromise  with any
     person,  body or authority in relation to the potential claim without prior
     consultation with the Vendor;

1.2.2at all  times  disclose  in  writing  to the  Vendor  all  information  and
     documents  relating to the potential claim or the matters which will or are
     likely to give rise to such claim and, if requested by the Vendor, give the
     Vendor and its professional  advisers reasonable access to the personnel of
     the  Purchaser as the case may be and to any relevant  premises,  chattels,
     accounts,  documents  and records with the power,  possession or control of
     the  Purchaser  to enable  the  Vendor  and its  professional  advisers  to
     interview such personnel,  and to examine such claim,  premises,  chattels,
     accounts,  documents and records and to take copies or photographs  thereof
     at its own expense; and

1.2.3at the cost of the Vendor (and subject to the Vendor providing security for
     such costs) take such action as the Vendor  reasonably  require  (including
     the  appointment of solicitors  nominated by the Vendor) to avoid,  resist,
     contest or compromise the potential  claim or the matters which will or are
     likely to give rise to such claim.

2.   Exclusion of certain claims

2.1  No claim shall be made by the Purchaser against the Vendor,  and the Vendor
     shall have no liability to the Purchaser,  under this Agreement  (including
     the  Warranties)  or  otherwise  in  respect  of any  warranty,  condition,
     representation,  indemnity,  covenant, undertaking or otherwise arising out
     of or in connection  with the Sale  (including any implied by statute or by
     common law) except  where it is  expressly  contained  or  incorporated  by
     reference in this Agreement.

2.2 No Relevant Claim shall be made, and the Vendor shall have no liability:

     (a)  in  respect  of any  matter  or  thing  disclosed  in,  or done in the
          execution or performance of, this Agreement; or

     (b)  in respect of any matter which is fairly  disclosed in the  Disclosure
          Letter; or

<PAGE> 32

     (c)  in respect of th&  physical  condition  of any assets owned or used in
          connection with the Business; or

     (d)  in  respect  of any  liability  or  other  matter  or  thing  if  that
          liability,  matter or thing would not have arisen or occurred  but for
          an act,  omission or transaction  done,  made or carried out after the
          Completion Date; or

     (e)  in  respect  of any  matter  resulting  from a change  on or after the
          Completion  Date in any  accounting or taxation  policies or practices
          relating to the Business; or

     (f)  in respect of any  liability  or other matter or thing which occurs or
          arises as a result of or is otherwise  attributable to any legislation
          not in force at the date hereof or any change of law or administrative
          practice  which comes into force after the date hereof or any increase
          in. any rate of taxation in force at the date hereof; or

     (g)  in respect of a liability  which is  contingent  only unless and until
          such contingent  liability  becomes an actual liability and is due and
          payable;

     (h)  to the extent  that it relates to any matter  specifically  identified
          and  provided  for, or included as a  liability  or  disclosed  in the
          Audited Accounts or the Management Accounts;

          (i)  to the extent that it relates to any loss for which the Purchaser
               is indemnified by insurance.

2.3  The Vendor shall have no liability in respect of any Relevant Claim made in
     relation  to the  Business  Intellectual  Property  Rights  other  than any
     Relevant Claim made in relation to a breach of any provision of paragraph 9
     of Schedule 3.

3.   Claims against third parties

3.1  Where the Purchaser is or becomes entitled  (whether under any insurance or
     by way of payment, discount, credit, set off, counterclaim or otherwise) to
     recover from any third party (including any fiscal or taxation authority or
     body) any sum in respect of Taxation or any other loss, damage or liability
     which is or may be the subject of a Relevant Claim, the Purchaser shall, if
     so required by the Vendor and if the Vendor  agrees  beforehand  in writing
     that it shall  indemnify  the  Purchaser in respect of an agreed  amount of
     costs and expenses thereby  reasonably  incurred by the Purchaser,  take or
     procure  that there are taken all such  steps as the Vendor may  reasonably
     require  to ensure or  enforce  such  recovery,  and in the event  that the
     Vendor shall have discharged a Relevant Claim,  will pay over to the Vendor
     the sum so recovered (or part thereof) in accordance with paragraph 3.4.

3.2  The Purchaser  shall procure that the Vendor is promptly  provided with all
     such information and reports concerning any such steps or proceedings taken
     by the Purchaser as the Vendor may from time to time reasonably request.

3.3  If any such sum as is referred to in  sub-paragraph  3.1 shall be recovered
     by the Purchaser from the

<PAGE> 33

     third party,  any claim by the  Purchaser  against the Vendor in respect of
     any loss,  damage or  liability  to which the sum relates  shall be limited
     (without  prejudice  to  the  operation  of any  other  paragraph  of  this
     schedule)  to the amount (if any) by which the amount of such loss,  damage
     or liability exceeds the aggregate of:

     (a)  the sum  recovered  less all  reasonable  costs,  charges and expenses
          incurred by the Purchaser in recovering that sum from the third party;
          and

     (b)  any sum or sums  previously  paid to the  Purchaser in respect of such
          loss, damage or liability.

3.4  If the aggregate of the sums referred to in  sub-paragraphs  3.3(a) and (b)
     exceeds  the  amount of the  loss,  damage  or  liability  to which the sum
     recovered  relates  the  Purchaser  shall  forthwith  pay to the Vendor the
     amount of the excess.

4.   Time Limits

4.1  No  Relevant  Claim  shall be brought  by the  Purchaser  unless  notice in
     writing of such claim (specking,  in reasonable  detail and with supporting
     evidence,  the event,  matter or default  which gives rise to the  Relevant
     Claim and slating,  or giving an estimate of, the amount  claimed) has been
     given to the Vendor within 18 months after Completion.

4.2

     (a)  Any Relevant Claim notified to the Vendor in accordance with paragraph
          4.1  shall  (if it has  not  been  previously  satisfied,  settled  or
          withdrawn) be deemed to have been irrevocably  waived and withdrawn on
          the  expiration of 6 months after the date on which it was so notified
          unless  court  proceedings  in  respect  of it shall  then  have  been
          commenced against the Vendor.

     (b)  For the purposes of paragraph  4.2(a),  court proceedings shall not be
          deemed to have been  commenced  unless  they have been both issued and
          served on the Vendor.

4.3  Time shall be of the essence for the purposes of this paragraph 4.

5.   Thresholds

5.1  For the purposes of paragraph 5.2:

     (a)  a Relevant  Claim shall be regarded as "material" if the amount of the
          Relevant claim exceeds the individual threshold;

     (b)  "the individual  threshold"  means  (pound)10,000  and "the cumulative
          threshold" means (pound)100,000.

<PAGE> 34

5.2  The Vendor shall have no liability in respect of any Relevant  Claim unless
     that Relevant Claim is material and the amount of that Relevant Claim, when
     added  to the  aggregate  amount  of all  other  material  Relevant  Claims
     notified  to the  Vendor in  accordance  with  paragraph  4.1  exceeds  the
     cumulative threshold.

6.   Aggregate maximum

6.1  The maximum  aggregate  liability  of the Vendor in respect of all Relevant
     Claims shall not exceed (pound)1,500,000.

7.   No duplication of liability

7.1  The  Purchaser  hereby  agrees with the Vendor that the Vendor shall not be
     liable more than once in respect of the same fact, matter or circumstance.

8.   Successful claims deemed to constitute a reduction in Purchase Price

8.1  Any payment by the Vendor to the Purchaser in full or partial  satisfaction
     of any Relevant Claim under this Agreement (including the Warranties) shall
     be deemed to  constitute  a reduction  in the  Purchase  Price by an amount
     equal to the amount so paid.

9.   Mitigation

9.1  Nothing in this Agreement shall affect any common law duty of the Purchaser
     to mitigate its loss.

10.  Fraud, etc

10.1 Nothing in this Agreement shall restrict or prevent any liability for fraud
     or fraudulent misrepresentation or misstatement.

<PAGE> 35

                                   Schedule 5

                                    Employees
                                   ---------


See Annexure 1

<PAGE> 36
                                   Schedule 6

                             Details of the Property
                             -----------------------

Units 1, 2, 3, 4, 7, 8, 9, 10 and 11  Theobald  Business  Centre,  Knowl  Piece,
Wilbury Way, Hitchin, Herts



<PAGE> 37

                                   Schedule 7

                               Business Contracts
                               ------------------

See Annexure 2


<PAGE> 38

                                   Schedule 8

                               Leasing Agreements
                               ------------------

See Annexure 3

<PAGE> 39

Signed by                    )
For and on behalf of         )
AREMISSOFT (UK) PLC          )   /s/   NOEL VOICE
                                -----------------

Signed by                    )
For and on behalf of         )
TOREX HEALTH LIMITED         )   /s/
                                -----------------