AGREEMENT FOR THE PURCHASE
                               AND SALE OF ASSETS

                                     Between

                 AremisSoft Corporation, a Delaware corporation,
                                  as Purchaser,
                 Eltrax Systems, Inc., a Minnesota corporation,
           and Eltrax Hospitality Group, Inc., a Georgia corporation,
                                    as Seller


     This  Agreement  for the Purchase and Sale of Assets (the  "Agreement")  is
made this 28th day of September, 2000, by and among AremisSoft Corporation ( the
"Purchaser"),  a  Delaware  corporation,   Eltrax  Systems,  Inc.,  a  Minnesota
corporation  ("ESI"),  and Eltrax Hospitality Group, Inc., a Georgia corporation
("EHGI"),  and provides for the  Purchaser to acquire  substantially  all of the
assets of EHGI,  subject to the  liabilities  assumed in this  Agreement  by the
Purchaser and no other liabilities.  All references to dollars in this Agreement
refer to United States dollars unless otherwise specified.

     WHEREAS,  the Purchaser desires to acquire, on the terms and subject to the
conditions  reflected  below,  the  business  of  EHGI  insofar  as the  same is
conducted through the use of the Acquired Assets; and

     WHEREAS,  ESI and EHGI  believe  that it is  desirable  and in  their  best
interests to sell the Acquired Assets to the Purchaser;

     NOW, THEREFORE,  the parties to this Agreement for the Purchase and Sale of
Assets do hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

     As used in this Agreement,  the capitalized  terms identified below in this
Article I shall have the meanings indicated, and variants and derivatives of the
following terms shall have correlative  meanings.  To the extent that certain of
the definitions set forth below express  agreements  between or among parties to
this  Agreement,  or contain  representations  or  warranties  or covenants of a
party, the parties agree to the same by execution of this Agreement. The parties
to this  Agreement  agree  that  agreements,  representations,  warranties,  and
covenants  expressed in any part or provision  of this  Agreement  shall for all
purposes  of this  Agreement  be  treated  in the  same  manner  as  other  such
agreements,  representations,  warranties,  and covenants contained elsewhere in
this Agreement,  and the Article or Section of this Agreement  within which such
an  agreement,  representation,  warranty,  or  covenant  appears  shall have no
separate meaning or effect on the same.


<PAGE> 2


     1.1    [Omitted]

     1.2 Acquired Assets: The assets to be acquired by the Purchaser pursuant to
the  terms  hereof,  as  identified  on  Section  1.2 of the  Acquired  Business
Disclosure  Document  attached  hereto,   including,  but  not  limited  to  all
Intellectual  Property and Software Products used in the Acquired Business,  and
all  other  assets  of EHGI,  tangible  or  intangible  (including  contractual,
warranty,  and other rights), the use or value of which is related to the assets
so identified.

     1.3 Acquired  Business:  The  businesses  in which the Acquired  Assets are
utilized,  as  described  on Section  1.3 of the  Acquired  Business  Disclosure
Document attached hereto.

     1.4 Acquired  Business Balance Sheet: The balance sheet as at July 31, 2000
or, if available prior to the Closing, the balance sheet as at the date provided
for in Section  8.1(15)  included in the Unaudited  Financial  Statements of the
Acquired Business, excluding the Excluded Assets.

     1.5 Acquired Business  Disclosure  Document:  The document delivered by ESI
and  EHGI to the  Purchaser  containing  certain  disclosures  relative  to this
Agreement, a copy of which is attached to this Agreement as Exhibit 1.5.

     1.6  Acquired  Facilities:  All  warehouses,   stores,  plants,  production
facilities,  manufacturing  facilities,  processing  facilities,  fixtures,  and
improvements  owned or leased by EHGI or otherwise  used in  connection with the
operation of the Acquired  Business or leased or subleased to others,  but  only
to the extent that the same consist of Acquired Assets.

     1.7 Affiliate:  When used with respect to a person,  an "affiliate" of that
person is a person Controlling, Controlled by, or under common Control with that
person.

     1.8  Agreement:  This  Agreement  for the  Purchase  and  Sale  of  Assets,
including  all of its Schedules  and Exhibits  specifically  referred to in this
Agreement  that have been or are to be delivered by a party to this Agreement to
another such party in connection  with the  Transaction or this  Agreement,  and
including all duly adopted amendments,  modifications,  and supplements to or of
this Agreement and such Schedules and Exhibits.

     1.9  Assumed  Liabilities:  The  Liabilities  of EHGI to be  assumed by the
Purchaser pursuant to this Agreement,  as specifically identified in Section 1.9
to the  Acquired  Business  Disclosure  Document or as  described on Section 6.5
below, and no other Liabilities.

     1.10  Business  Day:  Any day that is not a Saturday,  Sunday,  or a day On
which banks in New York, New York, are authorized to close.

     1.11 Closing: The completion of the Transaction, to take place as Described
in Article II.

     1.12 Closing Date: The date on which the Closing actually occurs, as agreed
by the parties, but shall not in any event be prior to satisfaction or waiver of
the conditions to Closing set forth in Article VIII hereof.

<PAGE> 3


     1.13 Closing Time:  The time at which the Closing  actually  occurs,  which
shall take place at 5:00 p.m. eastern daylight time, on the Closing Date, unless
otherwise  agreed by the parties.

     1.14 Code:  The Internal  Revenue Code of 1986, as amended and in effect at
the time of execution of the Agreement.

     1.15 [Omitted]

     1.16  Consideration:  The net sum of $7,965,000 to be paid by the Purchaser
to ESI or EHGI at the Closing for the Acquired Assets.

     1.17  Control:  Generally,  the power to direct the affairs of an Entity by
reason of either (i) owning or controlling the right to vote a sufficient number
of shares of voting  stock or other  voting  interest  of such  Entity,  or (ii)
having the right to direct the general  management of the affairs of such Entity
by contract or otherwise.

     1.18  Counsel  to ESI and EHGI:  Jaffe,  Raitt,  Heuer & Weiss,  P.C.,  One
Woodward Avenue, Suite 2400, Detroit, MI 48226.

     1.19  Counsel to the  Purchaser:  Bartel Eng Linn &  Schroder,  300 Capitol
Mall, Suite 1100, Sacramento, CA 95814.

     1.20  Entity:  A  corporation,   partnership,  sole  proprietorship,  joint
venture,  or other form of  organization  formed for the  conduct of a business,
whether active or passive.

     1.21 ERISA: The Employee  Retirement Income Security Act of 1974 as amended
and in effect at the time of execution of this Agreement.

     1.22 [Omitted]

     1.23 Excluded Assets: Notwithstanding the definition of the Acquired Assets
or the Acquired Business,  the assets identified in Section 1.23 of the Acquired
Business Disclosure Document shall not be deemed part of the Acquired Assets.

     1.24 GAAP:  Generally accepted accounting  principles,  as in effect in the
United  States  on the  date of any  statement,  report  or  determination  that
purports to be, or is required to be, prepared or made in accordance with "GAAP"
consistently applied throughout the periods to which reference is made.

     1.25 HSR Act: The Hart-Scott-Rodino  Antitrust Improvements Act of 1976, as
amended.

     1.26  Intellectual  Property:  All Software  Products  (including,  but not
limited to, all versions, renewals, modifications and extensions of any Software
Product),  patents,  patent  applications,  trade and service  marks,  trade and
service mark  registrations,  trade names,  copyrights,

<PAGE> 4

licenses, sublicenses,  inventions, trade secrets, technology,  know-how, domain
names, customer lists, prospect lists and other similar intangible property.

     1.27 Inventories: The stock of raw materials,  work-in-process and finished
goods, including but not limited to finished goods purchased for resale, held by
EHGI for  manufacturing,  assembly,  processing,  finishing,  sale, or resale to
others (including other Subsidiaries or divisions of EHGI), from time to time in
the  ordinary  course  of the  business  of  EHGI  in the  form  in  which  such
inventories  then  are  held  or  after  manufacturing,  assembling,  finishing,
processing, incorporating with other goods or items, refining, or the like.

     1.28 IRS: The United States Internal Revenue Service.

     1.29  Liabilities:  At any  point in time  (the  Determination  Time),  the
obligations  of a person or Entity,  whether  known or  unknown,  contingent  or
absolute,  recorded on its books or not,  arising or  resulting  in any way from
facts, events, agreements, obligations or occurrences that existed or transpired
at a  prior  point  in  time,  or  resulted  from  the  passage  of  time to the
Determination Time.

     1.30 Local Counsel: Special counsel retained by the Purchaser, ESI or EHGI,
as the case may be, to advise as to certain matters of state law or local law in
states or  localities in which the  Purchaser,  ESI or EHGI, as the case may be,
desires such Local Counsel.

     1.31  Multiemployer  Plan:  A  "multiemployer  plan," as  defined  in ERISA
Section  3(37) or  Section  414(f) of the Code,  or, in either  case,  successor
provisions to such provisions adopted by amendments to ERISA or the Code, as the
case may be, and regulations adopted under ERISA or the Code.

     1.32 Parent: An Entity which Controls,  directly or indirectly,  or through
one or more intermediaries, a Subsidiary.

     1.33 [Omitted]

     1.34  Payables:  Liabilities of a party arising from the borrowing of money
or the incurring of obligations for services, merchandise or goods purchased.

     1.35 [Omitted]

     1.36 [Omitted]

     1.37 Pension Plan: A "pension plan" or "employee  pension benefit plan," as
defined in  Section  3(2) of ERISA or  successor  provisions  to such  provision
adopted by  amendments  to ERISA or any  regulations  adopted under ERISA or the
Code.

     1.38 [Omitted]

<PAGE> 5


     1.39  Projections:  The  projections  of economic  results of the  Acquired
Business,  prepared by ESI or EHGI on a monthly basis through  December 31, 2000
and delivered to the  Purchaser  pursuant to the terms of this  Agreement.  Such
Projections  include,  separately and consolidated,  projected financial results
for each  separate  business  operation  of the  Acquired  Business and for each
separate facility of the Acquired Business.

     1.40 Proprietary Rights: Trade secrets,  copyrights,  patents,  trademarks,
service  marks,  customer  lists,  and all similar types of intangible  property
developed,  created or owned by EHGI in connection with the Acquired Assets,  or
used by EHGI in  connection  with  its  business,  whether  or not the  same are
entitled to legal protection.

     1.41 Purchaser: AremisSoft Corporation, a Delaware corporation.

     1.42  Receivables:   Accounts  receivable,   notes  receivable,  and  other
obligations  appearing as assets on the books of EHGI, and customarily reflected
as assets in  balance  sheets of  entities  prepared  in  accordance  with GAAP,
indicating moneys owed to EHGI.

     1.43 [Omitted]

     1.44 [Omitted]

     1.45 Software Products: Any instruction or instructions,  in source-code or
object code format,  for  controlling  the operation of any computer  processing
unit together with all user  documentation  related thereto.  Software  Products
include, but are not limited to, the applications  identified on Section 1.45 of
the Acquired Business Disclosure Document.

     1.46 Subsidiary:  With respect to any Entity, another Entity of which fifty
percent (50%) or more of the effective  voting power,  or the effective power to
elect a majority of the board of directors or similar  governing  body, or fifty
percent  (50%)  or more of the true  equity  interest;  is  owned by such  first
Entity, directly or indirectly.

     1.47  Transaction:  The sale of the Acquired Assets,  and the assumption of
the Assumed  Liabilities,  for the Consideration as contemplated by, and subject
to the terms and conditions of, this Agreement.

     1.48 Unaudited Financial Statements:  The balance sheet as at July 31, 2000
or (if available prior to the Closing) the balance sheet as at the date provided
for in Section  8.1(15),  the balance sheet as at December 31, 1999,  the income
statement  for the period  ended  July 31,  2000 or (if  available  prior to the
Closing)  for the period ended as of the date  provided for in Section  8.1(15),
the income  statement  for the period  ended  December  31, 1999 and the related
notes provided  therewith,  for the Acquired Business,  excluding  therefrom the
Excluded  Assets,  prepared in accordance with GAAP, other than the presentation
of  appropriate  footnote  disclosure,  schedules,  the  division  of equity and
inter-company accounts, as required by GAAP and, in the case of the December 31,
1999  balance  sheet,  annual  maintenance  obligations  during  2000  have been
eliminated from deferred revenue accounts.


<PAGE> 6


     1.49 Welfare Plan: A "welfare plan" or an "employee  welfare benefit plan,"
as defined in Section 3(1) of ERISA or successor  provisions  to such  provision
adopted by amendments to ERISA and regulations adopted under ERISA and the Code.

                                   ARTICLE II
                                 THE TRANSACTION

     2.1 The Transaction.  On the Closing Date, and at the Closing Time, subject
in all instances to each of the terms,  conditions,  provisions and  limitations
contained  in this  Agreement,  EHGI shall,  and ESI shall cause EHGI to,  sell,
transfer,  convey,  and  assign  to the  Purchaser,  by  instruments  reasonably
satisfactory  in form and substance to the  Purchaser  and its counsel,  and the
Purchaser  shall acquire from EHGI,  the Acquired  Assets,  and shall assume the
Assumed  Liabilities,  and only those Liabilities and no others, in exchange for
the  Consideration.  ESI and EHGI represent that the Acquired Assets are all the
assets  reasonably  necessary  for the conduct of the  Acquired  Business in the
ordinary  course  (exclusive  of working  capital) in the same manner as that in
which such business has been conducted in the immediate past, including, without
limitation,  all Proprietary Rights, Software Products and Intellectual Property
used  in the  ordinary  conduct  of the  Acquired  Business  and  all  contract,
warranty,  and  other  intangible  rights  relating  to or  arising  out of such
Acquired  Business.   ESI  and  EHGI  further  represent  that  all  assets  and
liabilities of Eltrax  International,  Inc. of the type included in the Acquired
Assets and Assumed Liabilities, other than the assets to be transferred pursuant
to  definitive  agreements  as provided in Section  11.1 below and shares of any
Subsidiaries of Eltrax  International,  Inc.,  have been  transferred to EHGI or
will be  transferred  to EHGI  prior to the  Closing  and are  reflected  in the
Acquired Business Balance Sheet. Neither the Purchaser nor any of its Affiliates
is  assuming,  becoming  liable  for,  agreeing  to  discharge  or in any manner
becoming in any way  responsible for any of the Liabilities of ESI or EHGI other
than the  Assumed  Liabilities.  Purchaser  hereby  agrees  to pay,  perform  or
discharge all of the Assumed  Liabilities.  ESI hereby represents that, prior to
the  Closing,  neither  ESI nor any  Affiliate  of ESI other than EHGI holds any
right,  title  or  interest  to the  Acquired  Assets  and  there  are no  other
agreements,  understandings,  or arrangements which, as of or after the Closing,
would materially adversely effect the Acquired Assets and the Acquired Business,
the ability of EHGI to sell, transfer, convey and assign the Acquired Assets and
the  Acquired  Business  to the  Purchaser  or result in the  assumption  of any
Liabilities by the Purchaser other than the Assumed Liabilities.

     2.2 Manner of Payment.  Payment of the Consideration by the Purchaser shall
be made in immediately available funds by wire transfer of federal funds to such
account or  accounts  of ESI or EHGI or of  designated  third-parties  (it being
understood  that  ESI and  EHGI  will be using a  portion  of the  Consideration
proceeds to pay  amounts  owed  certain  third-parties  who have  played  legal,
financial and other advisory roles in connection with the  Transaction) as shall
have been  adequately  described to the Purchaser in writing not less than three
Business Days prior to the Closing.

     2.3 Closing.  The Closing hereunder shall  simultaneously take place at the
offices of Purchaser,  Counsel to the Purchaser,  ESI, EHGI,  Counsel to ESI and
EHGI,  or at such other places as the parties to this  Agreement may agree upon,
on the Closing Date.

<PAGE> 7


     2.4 Sales and Property  Taxes.  It being the intent of the parties that the
Transaction be exempt from sales, use and transfer taxes pursuant to the "Casual
Sale"  provisions  of Section  560-12-1-.07  of the Official Code of Georgia tax
rules and regulations, EHGI shall pay all sales, use and transfer taxes, if any,
arising  from the transfer of the  Acquired  Assets and the  Acquired  Business.
Purchaser will not be responsible  for any employee  related  withholding  taxes
accrued prior to the Closing, other than those related to the salaried employees
referenced in Section 6.5 below.

                                   ARTICLE III
                        ACQUISITION OF FOREIGN OPERATIONS

     3.1  Agreement to Acquire  Foreign  Operations.  On or prior to the Closing
Date, ESI shall, and ESI shall cause its Subsidiaries to, sell, transfer, convey
and assign to the Purchaser  certain assets and liabilities of the operations of
EHGI  currently  conducted in the foreign  jurisdictions  of  Australia  (Eltrax
(Australia)  Pty.  Ltd.),  Belgium  (Eltrax  Group,  Inc.),  Hong  Kong  (Eltrax
Hospitality Ltd.), Malaysia (Eltrax (Malaysia) SBD. BHD), Norway (Eltrax Systems
Scandinavia  AS),  Singapore  (Eltrax  Systems Pte. Ltd.),  Switzerland  (Eltrax
Holdings,  AG and Eltrax AG) and the United  Kingdom  (Eltrax UK  Limited)  (for
purposes of this  Agreement,  the  companies  identified  in this  sentence  are
referred to as the  "Affiliated  Sellers").  The  Purchaser  shall  acquire such
assets and  liabilities  in exchange for aggregate  consideration  of $2,035,000
allocated as follows, (i) Australia,  $300,000,  (ii) Belgium,  $330,000,  (iii)
Hong  Kong,  $580,000,  (iv)  Norway,  $235,000,  (v)  Singapore  and  Malaysia,
$280,000,  (vi) Switzerland,  $300,000, and (vii) United Kingdom,  $10,000. This
Transaction  and the other  transactions  involving the Affiliated  Sellers (the
"Related Transactions") are all interrelated transactions. ESI and the Purchaser
contemplate that in connection with the Related Transactions,  the purchaser may
be a  wholly-owned  (direct or indirect)  Subsidiary  of the  Purchaser  and the
seller will be a  wholly-owned  (direct or indirect)  Subsidiary of ESI. In that
event, Purchaser will be jointly and severally liable for the obligations of its
wholly-owned  Subsidiary  and ESI will be jointly and  severally  liable for the
obligations  of its  Subsidiary  with respect to the Related  Transactions.  The
terms of the definitive  agreements for the Related Transactions will be, to the
extent possible,  identical to those set forth in this Agreement, giving due and
reasonable  regard to the nuances of the laws of the various  countries in which
the Affiliated Sellers are located.  The Purchaser and ESI shall proceed in good
faith to finalize the purchase  agreements for the Related  Transactions as soon
as  is  practicable,   consistent  with  the  foregoing.  The  Closing  of  this
Transaction, and the closings of the Related Transactions, shall be dependent on
one another,  such that none of the transactions  shall close unless all of them
close,  notwithstanding any other provision of this Agreement or of the purchase
agreements for the Related  Transactions to the contrary.  ESI and the Purchaser
hereby agree that notwithstanding any provision of any agreement relative to the
Related Transactions  (including,  without limitation,  any "integration" clause
included in any such agreement),  in the event of a conflict between a provision
of this  Agreement  and any  provision of any  agreement  relative to th Related
Transactions, the provisions of this Agreement shall control.

<PAGE> 8

                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to ESI and EHGI:

     4.1  Organization.  The Purchaser is a corporation duly organized,  validly
existing,  and in good standing under the general corporate laws of the State of
Delaware and has the  requisite  corporate  power and  authority to carry on its
business as it is now being conducted.

     4.2 Authority  Relative to This Agreement.  The Purchaser has the requisite
corporate  power and authority to enter into this Agreement and to carry out its
obligations  hereunder.  The  execution  and delivery of this  Agreement and the
consummation of the transactions  contemplated  hereby have been duly authorized
and approved by the requisite  level of corporate  authority of Purchaser and no
other  corporate  proceedings  on the part of the  Purchaser  are  necessary  to
approve  and  adopt  this  Agreement  or to  approve  the  consummation  of  the
Transactions contemplated hereby, including, without limitation, delivery of the
Consideration.  This Agreement has been duly and validly  executed and delivered
by  the  Purchaser  and  constitutes  a  valid  and  binding  obligation  of the
Purchaser, enforceable in accordance with its terms.

     4.3 Absence of Breach; No Consents. The execution, delivery and performance
of this Agreement, and the performance by Purchaser of its obligations hereunder
(except for compliance  with the HSR Act, and compliance  with any regulatory or
licensing laws applicable to the business of the Purchaser, all of which, to the
extent applicable to Purchaser, will be satisfied in all material respects prior
to the Closing) do not,  except as disclosed in Schedule 4.3, (1) conflict with,
and will not result in a breach of, any of the provisions of the  Certificate of
Incorporation or Bylaws of Purchaser; (2) contravene any law, rule or regulation
of any State or Commonwealth or any political  subdivision of the United States,
or of any  applicable  foreign  jurisdiction,  or  any  order,  writ,  judgment,
injunction,  decree,  determination,  or award  affecting  or  binding  upon the
Purchaser or any of its Subsidiaries, in such a manner as to provide a basis for
enjoining or otherwise preventing consummation of the Transaction;  (3) conflict
with or result in a breach of or default  under any  indenture or loan or credit
agreement or any other  agreement or instrument to which Purchaser or any of its
Subsidiaries  is a party, in such a manner as to provide a basis of enjoining or
otherwise  preventing  consummation  of  the  Transaction;  or (4)  require  the
authorization,  consent, approval or license of any third party of such a nature
that the  failure  to obtain  the same would  provide a basis for  enjoining  or
otherwise preventing consummation of the Transaction.

     4.4  Brokers.  No broker,  finder or  investment  banker is entitled to any
brokerage, finder's or other fee or commission in connection with this Agreement
or the Transaction or any related transaction based upon any agreements, written
or oral, made by or on behalf of Purchaser or any of its Subsidiaries.

<PAGE> 9


                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF ESI AND EHGI

     ESI and EHGI,  individually and collectively,  represent and warrant to the
Purchaser as follows:

     5.1 Organization and  Qualification.  Each of ESI and EHGI is a corporation
duly  organized,  validly  existing,  and in good standing under the laws of its
respective  jurisdictions of incorporation and each has the requisite  corporate
power and authority to carry on its business as it is now being conducted.  Each
of ESI and EHGI is duly qualified as a foreign  corporation to do business,  and
is in good standing,  in each jurisdiction where the character of the properties
owned  or  leased  by it,  or  the  nature  of  its  activities,  is  such  that
qualification as a foreign  corporation in that  jurisdiction is required by law
except where the failure to be so qualified  would not reasonably be expected to
have a material adverse effect on such Entity's business.

     5.2 Authority Relative to This Agreement.  This Agreement has been duly and
validly  executed  and  delivered  by ESI and EHGI and  constitutes  a valid and
binding Agreement of ESI and EHGI enforceable in accordance with its terms. Each
of ESI and EHGI has all  requisite  corporate  power and authority to enter into
this Agreement and to carry out the  Transaction  contemplated  hereby,  and its
doing so has been duly and sufficiently authorized, subject only to governmental
regulatory  approvals as and to the extent  specifically  set forth elsewhere in
this Agreement.

     5.3  Absence  of  Breach;  No  Consents.   The  execution,   delivery,  and
performance of this  Agreement by ESI and EHGI,  and the  performance by ESI and
EHGI of their respective obligations hereunder, do not, (1) except as identified
in Section 5.3.1 of the Acquired Business Disclosure Document,  conflict with or
result in a breach of any of the provisions of the Articles of  Incorporation or
Bylaws of ESI or EHGI; (2) except as identified in Section 5.3.2 of the Acquired
Business Disclosure Document, contravene any law, ordinance, rule, or regulation
of any State or Commonwealth or political subdivision of the United States or of
any applicable foreign  jurisdiction (except for the HSR Act and compliance with
regulatory or licensing laws, ordinances, rules or regulations, all of which, to
the extent  applicable to ESI or EHGI will be satisfied in all material respects
prior to the Closing),  or contravene  any order,  writ,  judgment,  injunction,
decree,  determination,  or  award  of  any  court  or  other  authority  having
jurisdiction  over, or cause the suspension or revocation of any  authorization,
consent,  approval, or license, presently in effect, which affects or binds, ESI
or EHGI or all or any part of the Acquired  Business or any material  properties
of the  Acquired  Business,  except in any such case where  such  contravention,
suspension  or  revocation  will  not  have a  material  adverse  effect  on the
business,  condition  (financial or  otherwise),  operations or prospects of the
Acquired Business and will not have a material adverse effect on the validity of
this Agreement or on the validity of the  consummation of the  Transaction;  (3)
except as  identified  in  Section  5.3.3 of the  Acquired  Business  Disclosure
Document,  conflict with or result in a material  breach of or default under any
material  indenture  or loan or  credit  agreement  or any  other  agreement  or
instrument  to  which  ESI or EHGI is a party or by  which  any of the  material
properties  of the  Acquired  Business  may be affected or bound;  (4) except as
identified  in  Section  5.3.4 of the  Acquired  Business  Disclosure  Document,
require the  authorization,  consent,  approval,  or license of any third party,
except for those the failure of which to obtain would not reasonably be expected
to have a material adverse effect on the Acquired

 <PAGE> 10

Business or the Acquired Assets; or (5) except as identified in Section 5.3.5 of
the Acquired Business  Disclosure  Document,  constitute grounds for the loss or
suspension  of any  permits,  licenses,  or  other  authorizations  used  in the
Acquired Business.

     5.4 Brokers.  No broker,  finder,  or investment  banker is entitled to any
brokerage,  finder's,  or  other  fee or  commission  in  connection  with  this
Agreement  or  the  Transaction  or  any  related  transaction  based  upon  any
agreements,  written or oral,  made by or on behalf of ESI, EHGI or any of their
Subsidiaries. EHGI does not have any obligation to pay finder's or broker's fees
or  commissions  in  connection  with the exercise of options to renew or extend
real estate leases to which the EHGI is a party.

     5.5 Financial  Statements.  EHGI has heretofore  delivered to the Purchaser
the following:

     (1) The Unaudited Financial Statements of the Acquired Business;

     (2) The Projections.

     All of the historical financial statements contained in such documents were
prepared  from the books and records of ESI and EHGI.  The  Unaudited  Financial
Statements  were prepared in accordance  with GAAP (as qualified in Section 1.48
above).  Without  limiting the foregoing,  as of the Acquired  Business  Balance
Sheet,  EHGI owned each of the assets  included in  preparation  of the Acquired
Business  Balance  Sheet,  and the  valuation  of such  assets  in the  Acquired
Business  Balance  Sheet is  consistent  with GAAP (as qualified in Section 1.48
above);  and EHGI had no  Liabilities  required to be  included in the  Acquired
Business  Balance  Sheet in  accordance  with GAAP (as qualified in Section 1.48
above) for which the  Acquired  Business or any part of the  Acquired  Assets is
responsible  or liable,  other  than those  included  in the  Acquired  Business
Balance  Sheet,  nor any  Liabilities  required to be  included in the  Acquired
Business  Balance  Sheet in  accordance  with GAAP (as qualified in Section 1.48
above) in amounts in excess of the  amounts  included  for them in the  Acquired
Business  Balance Sheet. The Purchaser  acknowledges  that projections of future
economic performance are necessarily unreliable and subject to the occurrence or
nonoccurrence  of a  variety  of  events,  but ESI and EHGI  represent  that the
Projections  have been  prepared  on the basis of  assumptions  that are, in the
judgment  of ESI and  EHGI,  reasonable  in all  respects  and are  not,  to the
knowledge of ESI or EHGI,  contrary in any material respect to fact or to events
that have occurred or are presently in existence.  From the date hereof  through
the Closing Date ESI and EHGI will continue to prepare financial  statements for
the Acquired Business on the same basis that they have done so in the past, will
promptly  deliver the same to the Purchaser,  and agree that from and after such
delivery the foregoing  representations  will be  applicable  to each  financial
statement so prepared and delivered.

     5.6 Absence of Material  Differences From the Acquired Business  Disclosure
Document.  Except as specifically  disclosed in the Acquired Business Disclosure
Document in sections corresponding to the subsections below:


<PAGE> 11

     (1) No  Undisclosed  Liabilities.  EHGI has no  Liabilities  relating to or
     affecting  the Acquired  Business or the Acquired  Assets which are not, to
     the  extent  required  by  GAAP  (as  qualified  in  Section  1.48  above),
     adequately  reflected  or  reserved  against  on the  face of the  Acquired
     Business Balance Sheet,  except Liabilities  incurred since the date of the
     Acquired  Business  Balance Sheet in the ordinary course of business of the
     Acquired  Business and consistent with past practice.  Without limiting the
     foregoing,  (a) EHGI is not in any  default or in breach,  in any  material
     respect, under any contract,  license, mortgage,  indenture, deed or permit
     held or  affecting  the  Acquired  Business,  (b)  there  are no  leasehold
     improvements  currently due and owing at any of the Acquired Facilities for
     which the Acquired Business is or will be responsible, and (c) there are no
     deferred  rents due to lessors at or with  respect to any of such  Acquired
     Facilities,  and (d) the Acquired Business  Disclosure Document sets forth,
     as a part thereof,  each Liability of or affecting the Acquired Business or
     the  Acquired  Assets in an amount in excess of $10,000  and each person to
     whom the aggregate amount of such Liabilities is in excess of $10,000.

     (2) No  Material  Adverse  Change,  Etc.  Since  the  date of the  Acquired
     Business  Balance  Sheet,  other  than as  contemplated  or  caused by this
     Agreement,  there  has not  been (a) any  material  adverse  change  in the
     business,  condition (financial or otherwise),  operations, or prospects of
     the Acquired Business; (b) any damage, destruction or loss, whether covered
     by  insurance or not,  having a material  adverse  effect on the  business,
     condition (financial or otherwise), operations or prospects of the Acquired
     Business,  or materially  adversely  affecting the Acquired Assets; (c) any
     entry into or termination of any material commitment,  contract,  agreement
     or  transaction  affecting  the Acquired  Business or the  Acquired  Assets
     (including,   without   limitation,   any  material  borrowing  or  capital
     expenditure  or sale or other  disposition of any material asset or assets)
     other than this Agreement and agreements executed in the ordinary course of
     business;  (d) any transfer of or right granted  under any material  lease,
     license,  agreement,  patent,  trademark,  trade name or copyright included
     among the Acquired Assets;  (e) any sale or other  disposition of any asset
     of the Acquired Business, or any mortgage, pledge or imposition of any lien
     or other  encumbrance  on any  asset  of the  Acquired  Business  or of any
     corporation  included in the Acquired Assets, or any agreement  relating to
     any of the foregoing, other than in the ordinary course of business; or (f)
     any default or breach in any material  respect under any contract,  license
     or permit held by or for or affecting the Acquired Business. Since the date
     of the Acquired  Business  Balance  Sheet,  ESI and EHGI have conducted the
     Acquired  Business  businesses  only in the ordinary and usual course,  and
     without limiting the foregoing,  no changes have been made in (a) executive
     compensation levels, or (b) the manner in which other employees of EHGI are
     compensated,  or (c) supplemental  benefits provided to any such executives
     or other  employees  of  EHGI,  or (d)  inventory  levels  of the  Acquired
     Business in  relation to sales  levels,  except,  in any such case,  in the
     ordinary  course of business and, in any event,  without  material  adverse
     effect on the business, condition (financial or otherwise),  operations, or
     prospects of the Acquired Business.

     (3)  Taxes.  ESI and EHGI  have  properly  filed or  caused to be filed (or
     obtained proper  extensions in respect of) all federal,  state,  local, and
     foreign income and other tax returns,  reports,  and declarations  that are
     required by applicable law to be filed by them and that relate to or in any
     way affect the Acquired  Business or the Acquired  Assets  except for

<PAGE> 12
     those the failure of which to file would not have an adverse  effect on the
     Acquired  Business or the Acquired Assets,  and have paid, or will pay when
     due all federal,  state, local, and foreign income and other taxes properly
     due  (including  any  amounts  deferred  as a  result  of an  extension  or
     otherwise)  for  the  periods  covered  by  such  returns,   reports,   and
     declarations.

     (4) Litigation. (a) No material investigation or review by any governmental
     entity with respect to the Acquired  Business or any of the Acquired Assets
     or the use  thereof  is,  to the  best of the  knowledge  of ESI and  EHGI,
     pending or threatened (other than inspections and reviews  customarily made
     of  businesses  such as the Acquired  Business),  nor has any  governmental
     entity  indicated  an  intention  to conduct the same,  and (b) there is no
     action,  suit or proceeding pending or, to the best of the knowledge of ESI
     and EHGI,  threatened  against or affecting  the  Acquired  Business or the
     Acquired  Assets  at  law or in  equity,  or  before  any  federal,  state,
     municipal,  or other governmental  department,  commission,  board, bureau,
     agency, or instrumentality.

     (5)  Employees,  Etc.  There are no collective  bargaining,  bonus,  profit
     sharing,  compensation,  or other  plans,  agreements,  trusts,  funds,  or
     arrangements  maintained by EHGI for the benefit of directors,  officers or
     employees of EHGI and there are no employment,  consulting,  severance,  or
     indemnification  arrangements,  agreements, or understandings between EHGI,
     on the one hand,  and any  current or former  directors,  officers or other
     employees  of EHGI,  on the other hand.  The Acquired  Business  Disclosure
     Document  identifies each person whose annualized  income from EHGI, on the
     date of the Acquired Business Balance Sheet, exceeded or would exceed on an
     annualized  basis,  or whose  income  from EHGI in the  fiscal  year  begun
     immediately  thereafter is at a rate exceeding,  $50,000 per annum. EHGI is
     not, and following the Closing will not be, bound by any express or implied
     contract or agreement to employ,  directly or as a consultant or otherwise,
     any person for any specific period of time or until any specific age except
     as specified in agreements in writing  identified in the Acquired  Business
     Disclosure Document or executed pursuant to the provisions hereof.

     (6) Compliance  With Laws.  The Acquired  Business and each of the Acquired
     Assets is in substantial compliance with all, and neither ESI nor EHGI have
     received notice of any violation of any, laws or regulations  applicable to
     EHGI  or  the  operations  of the  Acquired  Business,  including,  without
     limitation,  the laws and regulations relevant to the use or utilization of
     premises, or with respect to which compliance is a condition of engaging in
     any aspect of the business of the Acquired  Business,  except to the extent
     the  failure  of which  any of the  foregoing  to be true  would not have a
     material  adverse effect on the Acquired  Business or the Acquired  Assets.
     The Acquired Business has all permits,  licenses,  zoning rights, and other
     governmental  authorizations necessary to conduct its business as presently
     conducted,  except to the extent the  failure of the  Acquired  Business to
     have any of the foregoing  would not have a material  adverse effect on the
     Acquired  Business or the  Acquired  Assets.  All such  permits,  licenses,
     zoning rights,  and other governmental  authorizations  will, as a part and
     consequence  of the  Transactions,  be  transferred to the Purchaser at the
     Closing.


 <PAGE> 13

     (7)  Ownership  of Assets.  EHGI has (or as of the Closing will have) good,
     marketable  and  insurable  title,  or  valid,   effective  and  continuing
     leasehold  rights  (including  licenses)  in the case of leased or licensed
     property, to all real property (as to which, in the case of owned property,
     such title is fee simple) and all personal  property  owned or leased by it
     and comprising a part of the Acquired Assets or the Acquired  Business,  or
     used by it in the conduct of the  Acquired  Business in such a manner as to
     create the reasonable  appearance or reasonable  expectations that the same
     is owned or leased by it; such ownership or leasehold rights are, or at the
     Closing  will be,  free and clear of all liens,  claims,  encumbrances  and
     charges  (other  than those  customarily  held by a lessor or licensor in a
     lease or license of real property),  except liens for taxes not yet due and
     minor imperfections of title and encumbrances, if any, which, singularly or
     in  the   aggregate,   are   not   substantial   in   amount   and  do  not
     materially-detract  from  the  value of the  property  subject  thereto  or
     materially  impair the use thereof;  no other  person has any  ownership or
     similar right in, or  contractual  or other right to acquire any such right
     in, any of such assets;  and such  ownership  or  leasehold  rights will be
     conveyed to the Purchaser at the Closing pursuant to the  Transaction.  ESI
     and EHGI do not know of any potential action by any party,  governmental or
     other,  and no  proceedings  with respect  thereto have been  instituted of
     which ESI or EHGI has notice,  that would materially  affect EHGI's ability
     to use and to utilize  each of such assets in the  business of the Acquired
     Business.  Neither ESI nor EHGI has received  any default  notices from any
     mortgagee  regarding any leased  properties of the Acquired Business or any
     leasehold interests which comprise any part of the Acquired Assets. Section
     5.6(7) of the Acquired Business  Disclosure  Document contains a reasonably
     detailed listing,  as of the date specified therein, of all Acquired Assets
     including,  but not  limited  to, (a)  accounts  receivable  as provided in
     clause (13) below, (b)  miscellaneous  current assets in excess of $10,000,
     (c) prepaid expenses in excess of $10,000, (d) Software Products,  (e) real
     property, and (f) gross aggregate additions for each of the past four years
     by location of (i) buildings and improvements, (ii) leasehold improvements,
     and (iii) automobiles and trucks.

     (8) Proprietary Rights,  Software Products and Intellectual Property.  EHGI
     possesses  full  ownership  of,  or  adequate  and  enforceable   exclusive
     long-term licenses or other exclusive rights to use (without payment),  all
     Proprietary Rights, Software Products and Intellectual Property used in the
     Acquired  Business or utilized in connection with the Acquired Assets,  and
     all such  ownership,  license  or other  rights  shall be  conveyed  to the
     Purchaser at the Closing pursuant to the Transaction;  neither ESI nor EHGI
     has received any notice of conflict which asserts the rights of others with
     respect thereto;  and EHGI has, in all material respects,  performed all of
     the  obligations  required to be  performed by it, and is not in default in
     any material respect,  under any agreement relating to any such Proprietary
     Rights, Software Products and Intellectual Property.

     (9) Trade Names. The Acquired Business  Disclosure Document identifies each
     trade name, fictitious business name, or other similar name under which ESI
     or EHGI has conducted any part of the Acquired  Business or in which ESI or
     EHGI has  utilized  any of the  Acquired  Assets  during the five (5) years
     preceding the date of this Agreement.

<PAGE> 14

     (10)  Subsidiaries,  Etc. No  Subsidiary  of ESI or EHGI (other than EHGI),
     directly or  indirectly,  owns any of the  Acquired  Assets or conducts any
     part of the Acquired  Business.  EHGI is not a partner of or joint venturer
     with any other person or Entity in relation to any of the  Acquired  Assets
     or any portion of the Acquired Business.

     (11) Employee  Benefit  Plans.  EHGI does not maintain or contribute to any
     Pension Plan or any Welfare Plan,  nor is EHGI  presently,  nor has it been
     within the last six years, a  participating  employer in any  Multiemployer
     Plan affecting, in any case, employees of EHGI.

     (12)  Facilities.  To ESI and EHGI's  knowledge  (as  applied to all of the
     following),   the  Acquired  Facilities  are  (as  to  physical  plant  and
     structure) structurally sound and none of the Acquired Facilities,  nor any
     of the  vehicles or other  equipment  used by EHGI in  connection  with the
     Acquired  Business  has any  material  defects  and all of them  are in all
     material  respects in good operating  condition and repair and are adequate
     for the  uses to which  they  are  being  utilized;  none of such  Acquired
     Facilities,  vehicles  or  other  equipment  is in need of  maintenance  or
     repairs except for ordinary,  routine  maintenance and repairs (normal wear
     and tear excepted) which are not material in nature or cost. EHGI is not in
     any  material  breach,  violation  or  default of any lease  affecting  the
     Acquired Business or the Acquired Assets with respect to, or as a result of
     which, the other party,  whether lessor,  lessee,  sublessor,  or sublessee
     thereto,  has the right to terminate the same and neither ESI nor EHGI have
     received  notice of any claim or assertion that it is or may be in any such
     breach, violation or default.

     (13) Accounts Receivable.  All accounts receivable of EHGI reflected in the
     Acquired  Business  Balance Sheet  represent  transactions  in the ordinary
     course of business,  and are  collectible,  net of any reserves.  As of the
     date  specified  therein,   the  Acquired  Business   Disclosure   Document
     specifically  identifies (a) the aging of Receivables,  (b) each Receivable
     in excess of $10,000,  (c) each Receivable in an amount in excess of $5,000
     that is more than 90 days past due, and (d) each  Receivable  from a person
     or Entity from whom the aggregate of such Receivables exceeds $10,000.

     (14)  Inventories.  All  Inventories  of  EHGI  reflected  in the  Acquired
     Business  Balance  Sheet are of quality and quantity  usable and salable in
     the  ordinary  course of business  except for  obsolete  items and items of
     below-standard  quality, all of which, in the aggregate,  are immaterial in
     amount.  Items included in EHGI's  Inventories  are carried on the books of
     EHGI, and are valued on the Acquired Business Balance Sheet consistent with
     GAAP (as qualified in Section 1.48 above).

     (15)  Contracts.  The  Acquired  Assets and the  Acquired  Business are not
     affected by any contracts, agreements or understandings, whether express or
     implied, written or verbal, provided,  however, that the Acquired Assets or
     the  Acquired  Business  may be  affected  by,  and the  Acquired  Business
     Disclosure Document need not identify, any such contracts,  agreements,  or
     understandings  that fall into one of the following  categories:  (a) those
     that are terminable on notice of less than  thirty-two (32) days and do not
     involve  payments  or  obligations  of more than  $10,000  in any period of
     thirty-one  (31) days or less

<PAGE> 15
     (on termination or otherwise);  or (b) those that involve aggregate payment
     or obligation remaining unpaid as of the date of the Agreement of less than
     $10,000. All items excluded in (b) above represent, in the aggregate,  less
     than $100,000. Neither ESI nor EHGI is a party to any executory contract to
     sell  or  transfer  any  part of any  leasehold  interest  included  in the
     Acquired  Assets or utilized by the  Acquired  Business.  True and accurate
     copies of all  leases of  properties  included  in the  Acquired  Assets or
     utilized by the Acquired Business,  including all amendments,  supplements,
     extensions and modifications thereof, have heretofore been delivered to the
     Purchaser by EHGI.

     (16)  Accounts  Payable.  The  accounts  payable  reflected on the Acquired
     Business  Balance Sheet do, and those  reflected in the most recent balance
     sheet  included  in  the  Unaudited  Financial  Statements  do,  and  those
     reflected on the books of EHGI at the time of the Closing will, reflect all
     amounts owed by EHGI in respect of trade accounts due and other Payables of
     the Acquired  Business or relating to the Acquired  Assets,  and the actual
     Liability of EHGI in respect of such  obligations was not, and will not be,
     on any of such dates,  in excess of the amounts so reflected on the balance
     sheets or the books of the Acquired Business, as the case may be.

     (17) Labor Matters. To the best of the knowledge of ESI and EHGI, there are
     no activities or  controversies,  including without  limitation,  any labor
     organizing  activities,  election  petitions  or  proceedings,  proceedings
     preparatory  thereto,  unfair labor  practice  complaints,  labor  strikes,
     disputes,  slowdowns, or work stoppages, pending or, threatened,  affecting
     the employees of EHGI.

     (18) [Omitted]

     (19) Title to and  Utilization of Real  Properties  and Leasehold  Estates.
     Except as disclosed in the Acquired Business Disclosure Document, EHGI owns
     fee, simple or a valid leasehold interest in, all real property included in
     the Acquired Assets and has the unbridled right to use the same (other than
     those  customarily  held by a lessor or  licensor  in a lease or license of
     real  property),  and is not  aware of any  claim,  notice or threat to the
     effect that its right to own and use such property is subject in any way to
     any challenge,  claim, assertion of rights, proceedings toward condemnation
     or confiscation, in whole or in part, or is otherwise subject to challenge.
     To ESI and EHGI's knowledge, each parcel of real property the ownership of,
     or leasehold  interest in, which is included  among the Acquired  Assets is
     free of any and all hazardous wastes,  toxic substances,  or other types of
     contamination in quantities or conditions requiring  remediation,  and EHGI
     is not  subject  to any  Liability  resulting  from or  related to any such
     wastes, substances or contaminants in connection with any such property.

     5.7 Full  Disclosure.  The  documents,  certificates,  and  other  writings
furnished or to be furnished by or on behalf of ESI and/or EHGI to the Purchaser
pursuant to the provisions of this  Agreement,  taken together in the aggregate,
do not and will not contain any untrue statements of a material fact, or omit to
state any material fact necessary to make the  statements  made, in the light of
the circumstances under which they are made, not misleading.


<PAGE> 16

     5.8 Actions Since  Balance Sheet Date.  Except as set forth on the Acquired
Business  Disclosure  Document,  since the date of the Acquired Business Balance
Sheet, neither ESI nor EHGI has taken any actions that would be prohibited under
the provisions of this  Agreement  (without the prior consent of the Purchaser )
after the date of this Agreement.

                                   ARTICLE VI
                           COVENANTS OF THE PURCHASER

     6.1 Affirmative  Covenants.  From the date hereof through the Closing Date,
the Purchaser will use commercially reasonable efforts to satisfy the conditions
to Closing set forth in this  Agreement  and  otherwise to ensure the prompt and
expedient consummation of the Transaction  substantially as contemplated by this
Agreement, and will use commercially reasonable efforts to cause the Transaction
to be  consummated,  provided  in all  instances  that the  representations  and
warranties of ESI and EHGI in this Agreement are and remain true and accurate in
all material  respects and that the covenants and  agreements of ESI and EHGI in
this  Agreement are honored and that the  conditions to the  obligations  of the
Purchaser set forth in this Agreement are not incapable of satisfaction.

     6.2 Cooperation. The Purchaser shall reasonably cooperate with ESI and EHGI
and its  counsel,  accountants  and  agents  in every  way in  carrying  out the
Transactions   contemplated   herein,   and  in  delivering  all  documents  and
instruments deemed reasonably necessary or useful by EHGI.

     6.3 Expenses. Whether or not the Transaction is consummated,  all costs and
expenses  incurred by the Purchaser in connection  with the  preparation of this
Agreement and in preparation for the Transactions  contemplated  hereby shall be
paid by the Purchaser.

     6.4  Publicity.  Prior to the  Closing  any  written  news  releases by the
Purchaser  pertaining to this Agreement or the Transaction shall be submitted to
ESI for review and  approval  prior to  release by the  Purchaser,  and shall be
released  only in a form  approved  by ESI,  provided,  however,  that  (1) such
approval shall not be  unreasonably  withheld,  and (2) such review and approval
shall not be required of releases by the  Purchaser if prior review and approval
would  prevent the timely and accurate  dissemination  of such press  release as
required to comply, in the judgment of counsel, with any applicable law, rule or
policy.

     6.5  Offers of  Employment.  Subject  to the terms and  conditions  of this
Agreement,  promptly after the Closing,  Purchaser shall offer employment to all
employees  of EHGI  other  than those set forth in  Schedule  6.5,  on terms and
conditions  acceptable  to  Purchaser.  Purchaser  shall not be  liable  for any
liabilities   associated   with  any  employee   terminated   by  ESI  or  EHGI.
Notwithstanding  the foregoing,  the Purchaser shall assume  responsibility  for
compensation  for all employees of EHGI,  other than those indicated in Schedule
6.5, accrued after the last payroll period  immediately  prior to the Closing to
the extent  consistent  with the  historical  payroll  practices of EHGI and the
Acquired  Business.  The  Purchaser  shall  not  assume  responsibility  for any
scheduled or  unscheduled  payroll  payments  due the  employees of the Acquired
Business  indicated  on Schedule 6.5 for any form of  compensation  which may be
accrued  by  such  employees.  The  Purchaser  will  include  in its  offers  of
employment  to all  employees,  other than those  indicated in Schedule 6.5, the
same number of days of vacation accrued by such employees, as employees of

<PAGE> 17

EHGI, as of the Closing Date if, and only if, EHGI is not required by law to pay
such accrued vacation to the employees upon their  termination by EHGI (assuming
that Purchaser makes the offers of employment contemplated in this Section 6.5).
The  Purchaser  will not be liable,  in any  manner,  for any  payments or other
compensation  which may be  required  to be paid to such  employees  upon  their
termination by EHGI pursuant to any federal, state or local law or rule.

     6.6 Cooperation.  Purchaser acknowledges that post-Closing,  ESI intends to
cause EHGI to be  dissolved,  its assets  liquidated  and its affairs  wound up.
Purchaser will reasonably cooperate with ESI, EHGI and their respective counsel,
accountants,  agents  and  representatives  in every way in that  regard  and in
executing  and  delivering  all  documents  and  instruments  deemed  reasonably
necessary  or  useful  by ESI or EHGI  in  that  regard.  Without  limiting  the
foregoing, Purchaser shall use its best efforts to cause those employees of EHGI
who  currently  are  officers of EHGI and who become  employed by  Purchaser  to
remain as officers of EHGI, without compensation, and shall use its best efforts
to cause such employees to execute and deliver, on behalf of EHGI, the documents
and  instruments  contemplated  in the  immediately  preceding  sentence  and to
otherwise  further  the  dissolution,  liquidation  and  winding up of EHGI,  as
directed by ESI; provided, however, that Purchaser shall not be required to take
any  action  which  may  expose  Purchaser  or any of its  officers,  directors,
employees or agents to any liability in connection with such action.  EHGI shall
reimburse Purchaser for any and all reasonable  out-of-pocket  expenses which it
incurs and pays in connection with it duties and obligations  under this Section
6.6, but EHGI shall not be required to reimburse Purchaser for the time spent by
its employees in furtherance of such duties and obligations. Purchaser shall use
its best  efforts to retain,  and on  request,  shall  provide ESI and EHGI with
access to or copies  of, all  documents  which ESI  and/or  EHGI may  reasonably
request in connection with the  dissolution,  liquidation and winding up of EHGI
or in preparing and filing any and all tax returns and financial  statements for
any periods  ending on or prior to December 31, 2000, or in connection  with any
audit  activities  in respect of any periods  ending on or prior to December 31,
2000.
                                   ARTICLE VII
                            COVENANTS OF ESI AND EHGI

     7.1 Affirmative  Covenants.  From the date hereof through the Closing Date,
ESI and EHGI will take every  action  reasonably  required  of it to satisfy the
conditions  to Closing set forth in this  Agreement  and otherwise to ensure the
prompt  and  expedient   consummation  of  the  Transaction   substantially   as
contemplated  hereby,  and will  exert  all  reasonable  efforts  to  cause  the
Transaction   to  be   consummated,   provided   in  all   instances   that  the
representations and warranties of the Purchaser in this Agreement are and remain
true and accurate and that the covenants and  agreements of the purchaser in his
Agreement are honored and that the conditions to the obligations of ESI and EHGI
set forth in this Agreement are not incapable of satisfaction.

     7.2  Employment  Contracts.  Pending the Closing,  and  effective  upon the
consummation of the Transaction, ESI and EHGI will reasonably cooperate with the
Purchaser's  efforts to have executed one (1) year employment  contracts between
the Purchaser  and each of the persons  identified on Schedule 7.2, at an annual
salary  equal to that set  forth  for such  individual  in such  schedule;  such
contracts  shall provide that the Acquired  Business may  terminate  them at any
time for cause,  or without cause may terminate  them upon sixty (60) days prior
written notice.

<PAGE> 18

     7.3  Covenant  Not to  Compete.  ESI and EHGI will  execute a five (5) year
noncompetition  agreement  with the  Purchaser  to  preclude  ESI and EHGI  from
engaging  in any  business  competitive  with  that  of the  Acquired  Business,
directly or indirectly,  alone or in collaboration with others,  except with the
written  consent of the Purchaser or as a  shareholder  of less than one percent
(1%) of the common stock of a publicly  held  company  engaged in one or more of
such  businesses  and with such other terms as are mutually  acceptable  to ESI,
EHGI and Purchaser.

     7.4 Access and  Information.  Subject  to the terms and  conditions  of the
existing confidentiality  agreement between ESI and the Purchaser (the terms and
conditions of which are incorporated  herein by reference),  between the date of
this  Agreement  and the Closing Date ESI and EHGI shall afford to the Purchaser
and  to  the  Purchaser's   accountants,   counsel,  and  other  representatives
reasonable  access during normal  business hours  throughout the period prior to
the Closing to all of its and its  Subsidiaries  properties,  books,  contracts,
commitments, records (including, but not limited to, tax returns), and personnel
relating  to the  Acquired  Assets or the  Acquired  Business  and,  during such
period,  shall furnish promptly to the Purchaser (1) all written  communications
to its  directors  or to its  shareholders  generally  relating to the  Acquired
Assets or the Acquired  Business,  (2) internal monthly financial  statements of
the  Acquired  Business  when and as  available,  and (3) all other  information
relating to the Acquired  Assets or the Acquired  Business as the  Purchaser may
reasonably  request,  but no  investigation  pursuant to this  Section 7.4 shall
affect any  representations  or warranties of ESI or EHGI, or the  conditions to
the obligations of the Purchaser to consummate the Transaction contained in this
Agreement.  Purchaser  and its  representatives  shall use their best efforts to
assert their rights hereunder in such a manner as to minimize  interference with
the business of ESI and EHGI.

     7.5 No  Solicitation.  Until the Closing  Date or the  termination  of this
Agreement in accordance with its terms, ESI and EHGI, and those acting on behalf
of any of them will not, and ESI and EHGI will use its best efforts to cause its
officers,  employees,  agents,  and  representatives  (including  any investment
banker) to not,  directly or  indirectly,  solicit,  encourage,  or initiate any
discussions   with,  or  negotiate  or  otherwise  deal  with,  or  provide  any
information  to, any person or Entity other than the Purchaser and its officers,
employees,  and  agents,  in  relation to the  Acquired  Assets or the  Acquired
Business.  ESI or EHGI will notify the Purchaser  immediately upon receipt of an
inquiry,  offer  or  proposal  relating  to any of the  foregoing.  None  of the
foregoing shall prohibit providing  information to others in a manner in keeping
with  the  ordinary  conduct  of  the  ESI  or  EHGI's  business,  or  providing
information to government authorities.

     7.6 Conduct of Business Pending The Transactions. ESI and EHGI covenant and
agree with the Purchaser that,  prior to the  consummation of the Transaction or
the  termination of this Agreement  pursuant to its terms,  unless the Purchaser
shall  otherwise  consent in writing,  which consent  shall not be  unreasonably
withheld or delayed,  and except as otherwise  contemplated by this Agreement or
disclosed in the Acquired Business Disclosure Document, ESI and EHGI will comply
with each of the following:

     (1) The Acquired Business,  and the other businesses that relate to, use or
     affect the Acquired Assets,  if any, will be conducted only in the ordinary
     and usual course,  ESI and EHGI shall use reasonable efforts to keep intact
     the  business  organization  and good will

<PAGE> 19

     of the Acquired  Business,  keep available the services of the employees of
     EHGI  whose  principal  activities  relate  to the  Acquired  Business  and
     maintain  relationships,  in a manner reasonably consistent with historical
     practices, with suppliers,  lenders,  creditors,  distributors,  employees,
     customers and others having  business or financial  relationships  with the
     Acquired  Business,  and it shall  immediately  notify the Purchaser of any
     event or  occurrence  or emergency  material to and not in the ordinary and
     usual  course of  business  of, the  Acquired  Business  or  affecting  any
     material part of the Acquired Assets, or any of its Subsidiaries.

     (2) [Omitted]

     (3) [Omitted]


     (4) They shall not  create,  incur or assume any  long-term  or  short-term
     indebtedness  for  money  borrowed  or make  any  capital  expenditures  or
     commitment for capital expenditures, affecting the Acquired Business or any
     of the  Acquired  Assets,  except in the  ordinary  course of business  and
     consistent with past practice;

     (5) They  shall  not (a)  adopt,  enter  into,  or amend an  bonus,  profit
     sharing, compensation, stock option, warrant, pension, retirement, deferred
     compensation, employment, severance, termination, or other employee benefit
     plan, agreement trust fund or arrangement for the benefit or welfare of any
     employees  of the  Acquired  Business,  or (b)  agree to any  material  (in
     relation to historical  compensation)  increase in the compensation payable
     or to  become  payable  to,  or any  increase  in the  contractual  term of
     employment of, any such employee except,  with respect to employees who are
     not  officers  or  directors,  in  the  ordinary  course  of  business  and
     consistent with past practice.

     (6) They shall not sell, lease, mortgage, encumber, or otherwise dispose of
     or grant any  interest  in any of the  Acquired  Assets  except  for sales,
     encumbrances  and other  dispositions  or grants in the ordinary  course of
     business of the Acquired  Business and  consistent  with past  practice and
     except  for liens for taxes not yet due or liens or  encumbrances  that are
     not material in amount or effect and do not impair the use of the property,
     or as specifically provided for or permitted in this Agreement.

     (7) They  shall  not  enter  into,  or  terminate,  any  material  contact,
     agreement,  commitment,  or  understanding  relating  to or  affecting  the
     Acquired Assets or the Acquired Business.

     (8) They shall not enter into any agreement,  commitment, or understanding,
     whether  in  writing  or  otherwise,  with  respect  to any of the  matters
     referred to in subparagraphs (1) through (7) above.

     (9) EHGI  will,  and ESI will  cause  EHGI to,  continue  to  properly  and
     promptly  file when due (or obtain proper  extensions  with respect to) all
     federal,  state,  local,  foreign,  and other  tax  returns,  reports,  and
     declarations  required to be filed by it relating to the Acquired Assets or
     the Acquired  Business,  and will pay when due, all taxes and

<PAGE> 20

     governmental  charges due (including any amounts deferred as a result of an
     extension  or  otherwise)  from or payable by it relating  to the  Acquired
     Assets or the Acquired Business.

     (10) ESI and EHGI will comply in all  material  respects  with all laws and
     regulations  applicable to the operations of the Acquired  Business and the
     utilization of the Acquired Assets.

     (11) ESI and EHGI will maintain in full force and effect insurance coverage
     relating  to the  Acquired  Assets or the  Acquired  Business of a type and
     amount  consistent with past practice,  but not less than that presently in
     effect.

     7.7 Cooperation.  ESI and EHGI will reasonably cooperate with the Purchaser
and its  counsel,  accountants,  and  agents  in every way in  carrying  out the
transactions  contemplated by this Agreement and in delivering all documents and
instruments deemed reasonably necessary or useful by the Purchaser.

     7.8 Expenses. Whether or not the Transaction is consummated,  all costs and
expenses  incurred by ESI and EHGI in connection  with the  preparation  of this
Agreement and in  preparation  for the  Transaction  and in connection  with the
Closing of the Transaction contemplated hereby shall be paid by ESI and EHGI.

     7.9  Publicity.  Prior to the Closing any written  news  releases by ESI or
EHGI pertaining to this Agreement or the  Transaction  shall be submitted to the
Purchaser for review and approval  prior to release by ESI or EHGI, and shall be
released only in a form approved by the Purchaser,  provided,  however, that (1)
approval  shall not be  unreasonably  withheld  and (2) such review and approval
shall not be required of  releases by ESI or EHGI if prior  review and  approval
would  prevent the timely and accurate  dissemination  of such press  release as
required to comply, in he judgment of counsel,  with any applicable law, rule or
policy.

     7.10  Updating  the Exhibits and  Disclosure  Documents.  ESI or EHGI shall
notify the  Purchaser  of any changes  additions,  or events which may cause any
change in or  addition  to the  Acquired  Business  Disclosure  Document  or any
Schedules  delivered by them under this Agreement  promptly after the occurrence
of the same and again at the Closing by delivery of  appropriate  updates to the
Acquired  Business  Disclosure  Document  and to all  such  Schedules.  No  such
notification made pursuant to this Section shall be deemed to cure any breach of
any  representation  or warranty  made in this  Agreement  unless the  Purchaser
specifically  agrees  hereto  in  writing  nor shall  any such  notification  be
considered  to  constitute  or give  rise to a waiver  by the  Purchaser  of any
condition set forth in this Agreement.

     7.11  Payment of  Unassumed  Liabilities.  EHGI agrees to promptly pay when
due, or otherwise to discharge,  without cost or expense to the Purchaser,  each
and every  Liability of EHGI  relating to the Acquired  Business  other than the
Assumed Liabilities.


<PAGE> 21
                                  ARTICLE VIII
                              CONDITIONS TO CLOSING

     8.1 Conditions to Obligation of Purchaser.  The obligation of the Purchaser
to effect the Transaction shall be subject to the fulfillment at or prior to the
Closing  of  the  following  conditions,   unless  Purchaser  shall  waive  such
fulfillment:

     (1) This  Agreement  and the  Transaction  contemplated  hereby  shall have
     received  those  approvals,  consents,  authorizations,  and  waivers  from
     governmental  and  other  regulatory   agencies  and  other  third  parties
     (including lenders, holders of debt securities and lessors),  identified in
     the attached  Schedule  8.1(1)  (including the expiration of any applicable
     waiting period under the HSR Act).

     (2) There shall not be in effect a preliminary  or permanent  injunction or
     other  order by any  federal  or  state  court  or  other  authority  which
     prohibits the consummation of the Transaction.

     (3) ESI and EHGI shall have performed in all material  respects each of its
     agreements and  obligations  contained in this Agreement and required to be
     performed  on or prior to the  Closing  and shall  have  complied  with all
     material requirements, rules, and regulations of all regulatory authorities
     having jurisdiction relating to the Transaction.

     (4) No material  adverse  change  shall have taken  place in the  business,
     condition (financial or otherwise) operations, or prospects of the Acquired
     Business or the Acquired  Assets  since the date of the  Acquired  Business
     Balance  Sheet  other than  those,  if any,  that  result  from the changes
     permitted by, and transactions contemplated by, this Agreement.

     (5) The  representations  and  warranties of ESI and EHGI set forth in this
     Agreement  shall be true in all  material  respects  as of the date of this
     Agreement or, except in such respects as, in the reasonable judgment of the
     Purchaser,  do not materially and adversely affect the business,  condition
     (financial or otherwise), operations, or prospects of the Acquired Business
     or the Acquired Assets, as of the Closing Time as if made as of such time.

     (6) The  Purchaser  shall  have  received  from ESI and  EHGI an  officer's
     certificate,  executed  by the  Chief  Executive  Officer  of ESI  and  the
     President of EHGI (in their  capacities as such) dated the Closing Date, as
     to the satisfaction of the conditions in paragraphs (3), (4), and (5) above
     and  including,  as exhibits,  copies of all  authorizing  board and, where
     necessary,  shareholder  resolutions  and true and complete copies of their
     charter documents.

     (7) The Purchaser  shall have  received,  on and as of the Closing Date, an
     opinion  of Counsel  to ESI and EHGI or Local  Counsel to ESI and EHGI,  as
     appropriate,  each addressed to Purchaser,  directly,  substantially in the
     form as attached hereto as Exhibit 8.1(7).



<PAGE> 22

     (8) [Omitted]

     (9) Purchaser shall have received from EHGI a Bill of Sale or such other or
     additional documents sufficient to transfer title to the Acquired Assets to
     the  Purchaser and the delivery of all Software  Products and  Intellectual
     Property, in each case reasonably satisfactory in form and substance to the
     Purchaser and its counsel.

     (10) Purchaser  shall have received a release,  reasonably  satisfactory in
     form and  substance to the Purchaser  and its counsel,  from PNC Bank,  NA,
     releasing  any and all liens and  encumbrances  it may have on the Acquired
     Assets or the Acquired Business.

     (11) All conditions to the closing of all of the agreements relative to the
     Related  Transactions,  as  described  in  Section  3.1  above,  have  been
     satisfied  or  waived,  it being  an  express  requirement  that all of the
     agreements  described in Section 3.1 above close on the same day,  adjusted
     for the appropriate time zones for each jurisdiction.

     (12) The agreement for marketing, distributing,  maintaining and supporting
     the Software Product commonly  referred to as "Squirrel,"  substantially in
     the form and substance as Exhibit 8.1(12) attached hereto, are executed and
     delivered to Purchaser.

     (13) The agreement for marketing, distributing,  maintaining and supporting
     the Software Product commonly  referred to as "Senercom,"  substantially in
     the form and substance as Exhibit 8.1(13) attached hereto, are executed and
     delivered to Purchaser.

     (14) The  employment  agreements  between  the  Purchaser  and the  persons
     identified on Schedule 7.2 have been executed and delivered by the parties.

     (15)  ESI  and  EHGI  will  use  commercially  reasonable  efforts  to make
     available to the Purchaser  prior to Closing an updated  unaudited  balance
     sheet and income  statement  with related notes and schedules as of the end
     of the  month  immediately  prior to the  Closing  Date.  If those  updated
     financial  statements  are  produced,  they  shall,  for  purposes  of  the
     definition of "Unaudited  Financial  Statements," replace and supersede the
     balance  sheet as at July 31, 2000 and the income  statement for the period
     ended July 31, 2000, in their entirety,  for all purposes  relevant to this
     Agreement.

     (16) The agreements  relative to the Related  Transactions,  as provided in
     Section 3.1 above, are executed and delivered to Purchaser.

     8.2  Conditions to Obligation  of ESI and EHGI.  The  obligation of ESI and
EHGI to effect the  Transaction  shall be subject to the fulfillment at or prior
to the Closing of the following conditions, unless ESI and EHGI shall waive such
fulfillment:

     (1) This  Agreement  and the  Transaction  contemplated  hereby  shall have
     received  those  approvals,  consents,  authorizations,  and  waivers  from
     governmental  and  other  regulatory   agencies  and  other  third  parties
     (including  lenders,  holders of debt

<PAGE> 23

     securities  and lessors) as identified on Schedule  8.1(1)  (including  the
     expiration of any applicable waiting period under the HSR Act).

     (2) There shall not be in effect a preliminary  or permanent  injunction or
     other  order  by  any  federal  or  state  authority  which  prohibits  the
     consummation of the Transaction.

     (3) The Purchaser shall have performed in all material respects each of its
     agreements  and  obligations  contained  in this  Agreement  required to be
     performed  on or prior to the  Closing  and shall  have  complied  with all
     material requirements,  rules and regulations of all regulatory authorities
     having jurisdiction relating to the Transaction.

     (4) The  representation  and  warranties of the Purchaser set forth in this
     Agreement  shall be true in all  material  respects  as of the date of this
     Agreement  and,  except in such respects as do not materially and adversely
     affect the business of the Purchaser and is Subsidiaries, taken as a whole,
     as of the Closing Time as if made as of such time.

     (5) EHGI shall have received  from the  Purchaser an officers'  certificate
     executed by the Chief Executive  Officer and the Chief Financial Officer of
     the Purchaser (in their capacities as such),  dated the Closing Date, as to
     the  satisfaction  of the  conditions of  paragraphs  (3) and (4) above and
     including,  as  exhibits,  copies  of  all  authorizing  board  and,  where
     necessary,  shareholder  resolutions  and true and  complete  copies of its
     charter documents.

     (6) ESI and EHGI shall have  received,  on and as of the Closing  Date,  an
     opinion  of  Counsel  to  the   Purchaser   addressed   to  ESI  and  EHGI,
     substantially in the form as attached hereto as Exhibit 8.2(6).

     (7) EHGI shall have received from the Purchaser  evidence  satisfactory  to
     the EHGI and its  counsel  that the  Consideration  has been,  or is in the
     process of being,  delivered in the form of immediately available funds via
     wire transfer or other means acceptable to EHGI.

     (8) The License Agreement for the limited use of the "System Software",  as
     defined in the Amended and Restated  Preferred  Vendor  Agreement dated May
     15, 1992 between Holiday Inns,  Inc. and Encore  Systems,  Inc., as amended
     (the "Holiday Inn  Contract"),  for purposes of the  performance  of EHGI's
     rights and obligations under the Holiday Inn Contract, substantially in the
     form and  substance  as Exhibit  8.2(8)  attached  hereto,  is executed and
     delivered to EHGI.

     (9) EHGI shall have  received from  Purchaser an Assumption of  Liabilities
     Agreement  relating to the Assumed  Liabilities,  substantially in the form
     and substance as Exhibit 8.2(9) attached hereto.

     (10) The agreements  relative to the Related  Transactions,  as provided in
     Section 3.1 above, are executed and delivered to ESI.

<PAGE> 24

     (11) All other conditions to the closing of all of the agreements  relative
     to the Related  Transactions,  as described in Section 3.1 above, have been
     satisfied  or  waived,  it being  an  express  requirement  that all of the
     agreements  described in Section 3.1 above, close on the same day, adjusted
     for the appropriate time zones for each jurisdiction.

                                   ARTICLE IX
                         TERMINATION, AMENDMENT, WAIVER

     9.1  Termination.  This Agreement and the Transaction may terminated at any
time prior to the Closing,  whether  before or after any necessary  shareholders
approval:

     (1) By mutual consent of the Purchaser and ESI and EHGI;

     (2) By the  Purchaser  or ESI and EHGI  upon the  material  breach  of this
     Agreement by the other; or

     (3) By either the  Purchaser or ESI and EHGI,  upon  written  notice to the
     other,  if the  conditions to such party's  obligations  to consummate  the
     Transaction,  in the case of Purchaser,  as provided in Section 8.1, or, in
     the case of ESI and EHGI,  as provided in Section 8.2,  were not, or cannot
     reasonably be, satisfied on or before October 26, 2000.  unless the failure
     of condition is the result of the material  breach of this Agreement by the
     party seeking to terminate this Agreement.

     9.2 Amendment. This Agreement may be amended by ESI, EHGI and the Purchaser
by action  taken at any time.  This  Agreement  may not be amended  except by an
instrument in writing signed on behalf of ESI, EHGI and the Purchaser.

     9.3 Waiver.  At any time prior to the Closing Date, the  Purchaser,  ESI or
EHGI, by action taken by their  respective  Boards of Directors,  may, but shall
not be  obligated  to,  (1) extend  the time for the  performance  of any of the
obligations  or  other  acts  of  the  other  parties  hereto,   (2)  waive  any
inaccuracies in the  representations  and warranties  contained herein or in any
document  delivered  pursuant  hereto,  or (3) waive  compliance with any of the
agreements or conditions  contained herein. Any agreement on the part of a party
hereto to any such  extension  or waiver  shall be valid only if set forth in an
instrument in writing signed on behalf of such party.

     9.4  Relief.  In the event of  liability  on the part of ESI or EHGI to the
Purchaser in  accordance  with the  provisions  of this  Agreement  prior to the
Closing, the parties recognize and acknowledge that monetary measures of damages
will not reasonably be calculable and that specific  performance  and injunctive
relief should therefore be available to the Purchaser.

                                    ARTICLE X
                                    INDEMNITY


     10.1 Indemnification of Purchaser. ESI and EHGI hereby agree to jointly and
severally indemnify,  defend and hold harmless,  the Purchaser and its officers,
directors, shareholders,  managers, members, employees, independent contractors,
agents,  successors and assigns

<PAGE> 25

(collectively,  the "Purchaser Parties"),  for,
from and against any and all liabilities, losses, costs or expenses which any of
the Purchaser  Parties may suffer or for which any of the Purchaser  Parties may
become  liable  and  which  are based on,  the  result  of,  arise out of or are
otherwise related to any of the following:

     (1) any inaccuracy or misrepresentation in, or breach of any representation
     or  warranty  of  ESI or  EHGI  contained  in  this  Agreement,  any of the
     documents  or  agreements   executed  in  connection  with  this  Agreement
     (collectively,  the "Attendant  Documents") or any  certificate,  schedule,
     list or other  instrument  to be furnished by ESI or EHGI to the  Purchaser
     pursuant to this Agreement or any of the Attendant Documents;

     (2) any  breach  or  failure  of ESI or EHGI to  perform  any  covenant  or
     agreement  required  to be  performed  by  ESI or  EHGI  pursuant  to  this
     Agreement or any of the Attendant Documents including,  without limitation,
     EHGI's  obligations  to pay the  unassumed  Liabilities  under Section 7.11
     above;

     (3)  any  and  all  actions,  suits,  proceedings,   demands,  assessments,
     judgments,  costs and expenses,  including  reasonable  attorneys' fees and
     consultants' fees (collectively,  the "Related Expenses"),  incident to any
     of the foregoing.

     10.2 Indemnification of ESI and EHGI. Purchaser hereby agrees to indemnify,
defend and hold harmless,  ESI, EHGI and their respective  officers,  directors,
shareholders,  managers,  members, employees,  independent contractors,  agents,
successors  and assigns  (collectively,  the "Seller  Parties"),  for,  from and
against any and all  liabilities,  losses,  costs or  expenses  which any of the
Seller  Parties  may  suffer or for which any of the Seller  Parties  may become
liable  and which are based on, the  result  of,  arise out of or are  otherwise
related to any of the following:

     (1) any inaccuracy or misrepresentation in, or breach of any representation
     or  warranty  of the  Purchaser  contained  in this  Agreement,  any of the
     Attendant Documents or any certificate,  schedule, list or other instrument
     to be furnished by the Purchaser to ESI or EHGI pursuant to this  Agreement
     or any of the Attendant Documents;

     (2) any breach or failure of the  Purchaser  to  perform  any  covenant  or
     agreement  required  to be  performed  by the  Purchaser  pursuant  to this
     Agreement or any of the Attendant Documents including,  without limitation,
     Purchaser's  obligations to pay the Assumed  Liabilities  under Section 2.1
     above;

     (3) any and all Related Expenses incident to any of the foregoing.


     10.3 Remedies Not Exclusive.  The Purchaser  Parties and the Seller Parties
shall be  entitled  to  exercise  and  resort to all  rights  and  remedies  for
misrepresentation  or breach as are  afforded  at law or in  equity,  including,
without limitation,  rescission, specific performance or such other non-monetary
remedies  and relief as may be afforded  under this  Agreement  or by a court of
competent  jurisdiction.  Neither the  existence  or  exercise  of any  specific
remedies is intended to be exclusive or impair or otherwise  adversely affect in
any manner whatsoever any rights,  remedies or

<PAGE> 26

relief  otherwise  available,  and each  and  every  right  and  remedy  will be
cumulative  and in addition  to every  other  right and remedy  provided in this
Agreement or by law. Notwithstanding the foregoing, other than actions for fraud
or other  intentional  torts, the remedies set forth in this Article 10 shall be
the  Purchaser  Parties' and the Seller  Parties'  sole and  exclusive  remedies
relative to the recovery of economic or monetary damages.

     10.4  Procedures.  If any proceedings are instituted or any claim or demand
is asserted by any person not a party to this  Agreement in respect of which any
of the Purchaser Parties or the Seller Parties may seek indemnification pursuant
to this Section 10, the  indemnified  party shall  promptly cause written notice
(the  "Notice")  of the  assertion of any such claim or demand to be made to the
indemnifying party; provided, however, that the failure of the indemnified party
to  give  prompt  Notice  shall  not  relieve  the  indemnifying  party  of  its
obligations  hereunder unless,  and only to the extent that, such failure caused
the damages for which the  indemnifying  party is  obligated  to be greater than
they would have been had the  indemnified  party  given the  indemnifying  party
prompt Notice hereunder.  Except as otherwise  provided herein, the indemnifying
party  shall have the  right,  at its option  and  expense,  to defend  against,
negotiate,  or settle any such claim or demand,  and if the  indemnifying  party
exercises that option,  the indemnifying  party shall not be liable for the fees
and  expenses  incurred  after  the date the  indemnifying  party  notifies  the
indemnified  party of such  exercise by a counsel  employed  by the  indemnified
party. An indemnifying party may not settle any such claim or demand without the
written consent (which consent shall not be unreasonably  withheld,  conditioned
or delayed) of the  indemnified  party unless such  settlement  requires no more
than a monetary payment for which the indemnified  party is fully indemnified or
involves other matters not binding upon the  indemnified  party. An indemnifying
party  shall  not be  liable  for any  settlement  of any such  claim or  demand
effected  without  its  prior  written  consent  (which  consent  shall  not  be
unreasonably   withheld,   conditioned  or  delayed).  In  the  event  that  the
indemnifying  party shall fail to respond  within ten (10) days after the giving
of the Notice,  then the  indemnified  party may retain  counsel and conduct the
defense thereof as it may, in its sole discretion, deem proper, at the sole cost
and expense of the indemnifying party. The parties agree to cooperate fully with
each other in connection with the defense, negotiation or settlement of any such
legal proceeding, claim or demand.

     10.5  Cooperation.  The Purchaser  shall,  and shall cause its accountants,
counsel,  employees and other  representatives to, reasonably cooperate with ESI
and EHGI in connection  with any and all disputes  which may arise in connection
with any and all Liabilities  other than the Assumed  Liabilities (the "Excluded
Liabilities").  ESI and EHGI shall,  and shall cause its  accountants,  counsel,
employees and other  representatives to, reasonably cooperate with the Purchaser
in connection  with any and all disputes which may arise in connection  with any
and all of the Assumed  Liabilities.  Without  limiting  the  generality  of the
foregoing,  the Purchaser shall cause its  accountants,  counsel,  employees and
other representatives,  to make available to ESI or EHGI, their employees,  work
papers,  documents and other information and materials  reasonably  requested by
ESI or EHGI in connection  with the Excluded  Liabilities and ESI and EHGI shall
cause its respective accountants,  counsel, employees and other representatives,
to make available to the Purchaser,  its employees,  work papers,  documents and
other  information  and  materials  reasonably  requested  by the  Purchaser  in
connection with the Assumed Liabilities.  The party requesting  cooperation (ESI
and EHGI in  connection  with  the  Excluded  Liabilities  or the  Purchaser  in
connection with the Assumed  Liabilities)  shall pay all out-of-pocket  expenses
reasonably  incurred

<PAGE> 27

and paid by the  cooperating  party to third  parties  in  connection  with such
cooperative efforts;  provided,  however, that the party requesting  cooperation
shall not be obligated to reimburse the cooperating  party for the time spent by
any of their or their Affiliates'  employees' time spent in connection with such
cooperative efforts.

     10.6 Initial Limitation.  Other than the rights to defend and hold harmless
with respect to third party claims, neither Party (defined below) shall have any
liability for indemnification  pursuant to Section 10.1 and Section 10.2, above,
until  the  aggregate  amount  of  all  losses  suffered  by the  Party  seeking
indemnification  with  respect  to such  matters  exceeds  the sum of  $100,000;
provided,  however,  that this limitation shall not apply to breaches by EHGI of
its obligations  under Section 7.11 above or Purchaser of its obligations to pay
the Assumed  Liabilities.  For  purposes of this  Section  10.6 and Section 10.7
below, Purchaser, on the one hand, and ESI and EHGI, collectively,  on the other
hand, shall each constitute a "Party."

     10.7 Aggregate Limitation.  The aggregate liability,  for either Party, for
indemnification  pursuant  to Section  10.1 or Section  10.2,  above,  shall not
exceed the sum of $10,000,000; provided, however, that this limitation shall not
apply  to  breaches  by EHGI of its  obligations  under  Section  7.11  above or
Purchaser of its obligations to pay the Assumed Liabilities.

     10.8  Available  Insurance  Limitation.  The  amount  of any  recovery  for
indemnification  pursuant  to Section  10.1 or  Section  10.2,  above,  shall be
determined after taking into account all amounts to which the indemnified  party
is entitled and actually receives under the provisions of all insurance policies
with third parties (i.e.  actual insurance  policies and not  self-insurance  or
retention programs) subject to offset for any increase in premiums  attributable
to such losses or payments made in respect of such losses.  The parties agree to
use reasonable  efforts to collect  amounts  available  under any such insurance
policies.

     10.9  Balance  Sheet  Adjustment  Limitation.  With respect to any claim of
indemnification  related to any breach of Sections 5.5, 5.6(1),  5.6(13), and/or
5.6(14)  or any  other  representation  or  warranty  concerning  the  Unaudited
Financial  Statements,  the amount of any recovery by the Purchaser  Parties for
indemnification  pursuant to Section 10.1,  above,  as a result of any breach of
Sections 5.5, 5.6(1),  5.6(13),  and/or 5.6(14) or any other  representation  or
warranty concerning the Unaudited Financial Statements,  shall be reduced by any
Balance Sheet Gains (defined below).  Upon any such claim for recovery,  or upon
the  reasonable  request of ESI or EHGI after a claim has been made by Purchaser
hereunder,  Purchaser shall deliver to ESI or EHGI a report identifying  Balance
Sheet Gains or will  represent in writing that there are no Balance Sheet Gains.
For  purposes  of this  Agreement,  the term  "Balance  Sheet  Gains"  means any
realization  with  respect  to any  current  asset  in  excess  of its  value as
reflected on the Acquired Business Balance Sheet (as adjusted to account for any
ordinary  course  changes  thereto  through the Closing  Date),  or any positive
realization  with respect to any  Liability  reflected on the Acquired  Business
Balance Sheet (as adjusted to account for any ordinary  course  changes  thereto
through the Closing Date) (in that the Purchaser is actually responsible for any
amount less than that reflected thereon).

<PAGE> 28

     10.10 Application of Indemnification Provisions. The parties agree that the
limitations of the indemnification  provisions contained in Sections 10.6, 10.7,
10.8 and 10.9  above do not apply to the  parties'  rights  and  obligations  to
defend and hold harmless with regard to third party claims, pursuant to Sections
10.1 and 10.2 above, and shall apply on a collective basis to all agreements for
indemnification  including  those to be  entered  into in respect of each of the
Related  Transactions,  pursuant to Section 3.1 above. For example,  a claim for
indemnification  as a result of a balance sheet adjustment,  pursuant to Section
10.9  above,  shall  be  determined  after  taking  into  account  any  positive
adjustments to the Acquired  Business  Balance Sheet or to the balance sheets of
any foreign jurisdiction  entities (as set forth in Section 3.1 above) and shall
similarly be accompanied by the report or representation contemplated in Section
10.9 above.  The parties  further  agree that the  Purchaser's  right to put any
Receivables  back to ESI or EHGI, as and to the extent  provided in Section 11.1
below, shall be determined on a collective basis,  taking into consideration all
receivables  of EHGI and all of the foreign  entities  identified in Section 3.1
above, the Purchaser's or its Affiliates'  collection efforts, and the aggregate
reserves  of EHGI and all of the  foreign  entities  identified  in Section  3.1
above.

                                   ARTICLE XI
                               GENERAL PROVISIONS

     11.1  Collection of Accounts  Receivable.  Upon and after the Closing,  the
Purchaser  shall  have the  right  and  authority  to  collect  all  Receivables
transferred  to Purchaser  pursuant to this Agreement and to endorse the name of
EHGI on any checks  received  on account of any such  Receivables.  ESI and EHGI
shall  promptly  transfer  and deliver to  Purchaser  any cash,  checks or other
property  which ESI and EHGI may receive in respect of such  accounts  after the
Closing Date.  ESI and EHGI will  cooperate  with  Purchaser,  at its reasonable
request, on and after the Closing Date in endeavoring to collect all Receivables
transferred to Purchaser by furnishing,  at Purchaser's  cost and expense,  such
information,  testimony and other assistance as Purchaser may reasonably require
in connection with collection of such accounts. Payments received from customers
in  respect  of any  Receivables  shall be  applied  to the  oldest  outstanding
Receivable from such customer, unless such customer, acting on its own volition,
specifically  identifies such payment to a particular Receivable,  in which case
such payment  shall be applied to the  specified  Receivable.  Purchaser  hereby
agrees not to coerce or  suggest,  directly  or  indirectly,  in any way, to any
customer that they identify any payment to a particular  Receivable,  and in the
event of any such  coercion or suggestion  Purchaser  agrees to make a credit to
ESI or EHGI, for any  Receivables  put to ESI or EHGI as provided  below,  in an
amount equal to five times the amount of that  Receivable.  Purchaser  shall use
commercially  reasonable  efforts to collect the  Receivables  (but shall not be
obligated  hereunder to bring any action to collect any  Receivables)  but if it
shall fail to collect  the full  amount of any such  Receivable  within 180 days
after the Closing Date, Purchaser shall have the right to put such Receivable to
EHGI (or ESI,  if EHGI is no longer  in  existence),  whereupon  ESI or EHGI (as
applicable)  shall  repurchase such Receivable from Purchaser at the face amount
thereof; provided,  however, that ESI or EHGI (as applicable) shall not have any
obligation  to  repurchase  any  Receivables   until  the  aggregate  amount  of
Receivables  which  Purchaser  has a right to, and has elected to, put to ESI or
EHGI (as applicable)  exceeds the amount of any reserve for such  Receivables as
of the  Closing  Date and then only to the extent of such  excess.  Any such put

<PAGE> 29

right must be  exercised  on or before 360 days after the  Closing  Date  unless
extended in writing by ESI.  Notwithstanding the foregoing,  Purchaser shall not
have the  right  to put to ESI or EHGI  (as  applicable)  any  Receivable  which
Purchaser has  compromised  or settled or agreed to accept  payment at less than
the face amount thereof in full satisfaction thereof or otherwise given a credit
in respect  thereof.  Upon a put of a receivable to ESI or EHGI,  Purchaser will
cooperate with ESI or EHGI, at its reasonable request, in endeavoring to collect
all  Receivables  put to ESI or EHGI by  furnishing,  at ESI or EHGI's  cost and
expense,  such  information,  testimony and other  assistance as ESI or EHGI may
reasonably require in connection with collection of such accounts.

     11.2 Maintenance and Support of Performer.  After the Closing,  upon a sale
by Purchaser of the Software Product commonly referred to as "Performer" and the
entering into of an agreement for its maintenance and support, Purchaser and ESI
agree that  Purchaser  shall  subcontract  with ESI, or any Subsidiary of ESI as
designated by ESI, for purposes of providing such  maintenance and support.  The
terms and conditions shall be substantially  similar to those currently utilized
by EHGI for the maintenance and support of Performer;  provided,  however,  that
ESI shall be  responsible  for  invoicing and  collecting  all  maintenance  and
support fees generated  thereunder.  Notwithstanding  the  foregoing,  Purchaser
shall be responsible for the management of the Performer customer  accounts.  On
or before the 15th day of each month,  ESI shall  deliver to Purchaser an amount
equal to 15% of all such fees which ESI  collected  during the  previous  month.
Upon 90 days written  notice,  either ESI or  Purchaser  shall have the right to
terminate their  obligations  hereunder.  Upon a termination,  Purchaser and ESI
shall use commercially reasonable efforts to complete the invoicing,  collection
and division of all previously  accrued  maintenance  and support fees generated
from the subcontracting of such services by Purchaser to ESI.

     11.3 Asset Acquisition  Statement.  Prior to the Closing, the parties agree
to jointly  prepare and file the Asset  Acquisition  Satement  on Form 8594,  as
required by the Internatl  Revenue Service,  and to use commercially  reasonable
methods  to  determine  the  allocation  of the  Consideration  to be  disclosed
therein.

     11.4 Arbitration. In the event that there shall be a dispute arising out of
or relating to this Agreement, the Transaction,  any document referred to herein
or centrally  related to the subject matter hereof, or the subject matter of any
of the same,  the parties  agree that such dispute shall be submitted to binding
arbitration  in Los  Angeles  County,  California,  under the  auspices  of, and
pursuant  to the rules  of,  the  American  Arbitration  Association  as then in
effect, or such other procedures as the parties may agree to at the time, before
an  arbitrator  selected  pursuant  to the  rules  of the  American  Arbitration
Association. Any award issued as a result of such arbitration shall be final and
binding  between  the  parties,  and  shall be  enforceable  by an court  having
jurisdiction over the party against whom enforcement is sought.

     11.5 Notices.  All notices and other  communications  required or permitted
hereunder  shall be in writing and shall be deemed  given if and when  delivered
personally  or three (3)  business  days  following  mailing  by  registered  or
certified  mail  (return  receipt  requested)  to the  parties at the  following
addresses  or at such other  address for a party as shall be  specified  by like
notice given.

<PAGE> 30

        If to the Purchaser:

        AremisSoft Corporation
        216 Haddon Street, Suite 607
        Westmont, NJ 08108
        Attn: Roys Poyiadjis, CEO

        with a required copy to:

        Scott E. Bartel, Esq.
        Bartel Eng Linn & Schroder
        300 Capitol Mall, Suite 1100
        Sacramento, CA 95814

        If to ESI or EHGI:

        Eltrax Systems, Inc.
        400 Galleria, Suite 300
        Atlanta, GA 30339
        Attn: William P. O'Reilly, Chairman

        with a required copy to:

        William E. Sider, Esq.
        Derek S. Adolf, Esq.
        Jaffe, Raitt, Heuer & Weiss, P.C.
        One Woodward Avenue, Suite 2400
        Detroit, MI 48226

     11.6  Interpretation.  The  headings  contained in this  Agreement  are for
reference  purposes  only  and  shall  not  affect  in any  way the  meaning  or
interpretation of this Agreement.

     11.7 Survival of  Representations,  Warranties,  Etc. The  representations,
warranties,  covenants,  and  agreements of the parties  contained  herein shall
survive the Closing and any investigation of the other party made prior thereto.
Representations  and warranties shall so survive for a period of three (3) years
from the Closing, except for those contained in Sections 4.1, 4.2, 4.3, 5.1, 5.2
and 5.3 which shall survive indefinitely, and for those contained in Section 5.5
which shall survive until March 31, 2001.

     11.8  Miscellaneous.   This  Agreement  and  the  existing  confidentiality
agreement  referenced  in  Section  7.4  constitute  the  entire  agreement  and
supersedes  all of the prior  agreements  and  understandings,  both written and
oral, between the parties,  with respect to the subject matter hereof, except as
specifically  provided otherwise or referred to herein, so that no such external
or separate  agreements  relating to the subject  matter of this  Agreement  (1)
shall have any effect or be binding, unless the same is referred to specifically
in this  Agreement or is executed by the parties  after the date hereof;  (2) is
not intended to confer upon any other  person any rights or remedies

<PAGE> 31

hereunder; (3) shall not be assigned by operation of law or otherwise except for
assignments of all or any part of the rights of the Purchaser  hereunder,  which
may be  freely  assigned  by the  Purchaser  so long as the  obligations  of the
Purchaser under this Agreement  remain  obligations of, or their  performance is
unconditionally  guaranteed  (which must be a guaranty of  performance,  and not
just collection,  with no duty on the part of ESI or EHGI to pursue the assignee
first,  and which  guarantee must be approved by ESI in advance,  which approval
will not be unreasonably withheld) by, the Purchaser;  and (4) shall be governed
in all respects, including validity,  interpretation and effect, by the internal
laws of the State of California, without regard to the principles of conflict of
laws thereof.  It is acknowledged  and understood by ESI and EHGI that Purchaser
may assign it rights,  but not its obligations,  hereunder,  after execution and
prior  to  the  Closing,  to one  or  more  wholly-owned  (direct  or  indirect)
Subsidiaries  of  Purchaser.  This  Agreement  may be  executed  in two or  more
counterparts  which together shall  constitute a single  agreement and facsimile
signatures shall have equal dignity with original signatures for all purposes.

     11.9  Certain  Exhibits.  The  parties  acknowledge  that they have not yet
finalized  the  documents to be attached to this  Agreement as Exhibits  8.1(7),
8.1(12),  8.1(13),  8.2(6) and 8.2(9) but they agree that they shall endeavor in
good faith to do so by the close of  business on October 5, 2000.  Each  party's
approval  of  those  documents  prior  to the  Closing  shall  be an  additional
condition precedent to its obligations to consummate the Transaction.

                           [INTENTIONALLY LEFT BLANK.]


<PAGE> 32

     IN WITNESS  WHEREOF,  the  undersigned  have caused this  Agreement for the
Purchase  and  Sale of  Assets  to be  signed  on  September  __,  2000 by their
respective officers thereunto duly authorized.

                                    The Purchaser:

                                    AremisSoft Corporation


                                    By: ___________________________________
                                        Roys Poyiadjis, CEO


                                    ESI:

                                    Eltrax Systems, Inc.


                                    By: ___________________________________
                                        William P. O'Reilly, Chairman


                                    EHGI:

                                    Eltrax Hospitality Group, Inc.


                                    By: ___________________________________


<PAGE>



                                  SCHEDULE 4.3

                                     to the

                  Agreement for the Purchase and Sale of Assets
                                    to which
                      AremisSoft Corporation, as Purchaser,
       Eltrax Systems, Inc. and Eltrax Hospitality Group, Inc., as Sellers
                                   are parties

                         ABSENCE OF BREACH; NO CONSENTS


A. Capitalized terms this Schedule uses, but does not define,  have the meanings
the captioned Agreement specifies.

B. No exception is taken to the representations and warranties in Section 4.3 of
the Agreement.







                                 End of Schedule


<PAGE>


                                  SCHEDULE 6.5

                                     to the

                  Agreement for the Purchase and Sale of Assets
                                    to which
                      AremisSoft Corporation, as Purchaser,
       Eltrax Systems, Inc. and Eltrax Hospitality Group, Inc., as Sellers
                                   are parties

                               OFFER OF EMPLOYMENT


A. Capitalized terms this Schedule uses, but does not define,  have the meanings
the captioned Agreement specifies.

B. List those  employees of EHGI that shall not be extended  offer of employment
by the Purchaser pursuant to Section 6.5 of the Agreement: None








                                 End of Schedule


<PAGE>


                                  SCHEDULE 7.2

                                     to the

                  Agreement for the Purchase and Sale of Assets
                                    to which
                      AremisSoft Corporation, as Purchaser,
       Eltrax Systems, Inc. and Eltrax Hospitality Group, Inc., as Sellers
                                   are parties

                               EMPLOYMENT CONTRACT


A. Capitalized terms this Schedule uses, but does not define,  have the meanings
the captioned Agreement specifies.

B. List and provide the name and salary of the individuals  that will be offered
an  employment  contract  by  the  Purchaser  pursuant  to  Section  7.2  of the
Agreement:
        ------------------------     --------------------------
                  Name                         Salary
                  ----                         ------
        ------------------------     --------------------------
            John Picardi                      $150,000
        ------------------------     --------------------------
            Mark Sadoski                      $120,000
        ------------------------     --------------------------
            Christopher Gribble                $75,000
        ------------------------     --------------------------








                                 End of Schedule






<PAGE>

                                 SCHEDULE 8.1(1)

                                     to the

                  Agreement for the Purchase and Sale of Assets
                                    to which
                      AremisSoft Corporation, as Purchaser,
       Eltrax Systems, Inc. and Eltrax Hospitality Group, Inc., as Sellers
                                   are parties

                      CONDITIONS TO OBLIGATION OF PURCHASER


A. Capitalized terms this Schedule uses, but does not define,  have the meanings
the captioned Agreement specifies.

B. This Agreement and Transaction  contemplated hereby shall have received those
approvals,  consents,  authorizations  and waivers from  governmental  and other
regulatory agencies and other third parties (including lenders,  holders of debt
securities and lessors),  as identified as follows  (including the expiration of
any applicable waiting period under the HSR Act):

     1) PNC Bank,  National  Association,  pursuant to the Revolving  Credit and
     Security  Agreement,  dated March 14, 2000,  as amended.

     2) Holiday  Inns,  Inc.,  pursuant to the Amended  and  Restated  Preferred
     Vendor  Agreement,  dated May 15, 1992, as amended.

     3) Holiday Inns, Inc., pursuant of the Software Development,  Licensing and
     Services Agreement, dated August 26, 1993.

     4) Cereus Technology Partners,  Inc., pursuant to the Agreement and Plan of
     Merger, dated June 12, 2000.

     5) IPC  Commercial  Properties,  pursuant  to  the  Office  Building  Lease
     Agreement, dated May 13, 1993, as amended.

     6)   AzCal   Fund   200   L.L.C.,   pursuant   to   the   Standard   Office
     Lease-Gross/American  Industrial Real Estate Association, dated January 21,
     1999.

     7) DirecPC Value Added Reseller ("VAR")  Agreement,  between Hughes Network
     Systems, a division of Hughes Electronic Corporation and Eltrax Hospitality
     Group, Inc.

     8)  Value  Added  Reseller  Agreement  -  United  States,   between  ACCPAC
     International, Inc. and Eltrax Hospitality Group, Inc., dated __________.


<PAGE>


     9) Software  Reselling  and Support  Agreement,  Letter of Intent,  between
     Daylight and Eltrax Hospitality Group, Inc., dated _________.

     10) VAR Agreement,  between SynXis,  Inc. and Eltrax Systems,  Inc.,  dated
     ________.

     11) Rio System  Reseller  Equipment,  between Rio Systems  Inc.  and Eltrax
     Systems Inc., dated May 18, 2000.

     12) Remarketer Sales and License Agreement, between Southern DataComm, Inc.
     and Encore Systems, dated May 8, 1997.

     13) North  American  Manufacturing  Partner  Agreement,  between  Pervasive
     Software, Inc. and Lodgistix International, dated December 23, 1998.

     14) Agreement, DecisionOne Corporation and Lodgistix, Inc., dated September
     4, 1997 and extended on August 7, 1998.

     15) Electronic Data Systems  Corporation,  pursuant to the Software License
     Agreement, dated November 13, 1992, as amended by the Amendment to Software
     License Agreement, dated September 9, 1994.

     16) The  parties on the  LANmark  matrix  attached  as  Addendum A with the
     designation "GVNMNTDA FORM 4067R FEB 87" in the "Software Agreement" column
     on  the  matrix,  pursuant  to  their  respective  Order  for  Supplies  or
     Services/Request for Quotations.







                                 End of Schedule