DATED 2000





                 ELTRAX SYSTEMS PTY LIMITED                             (1)

                 AREMISSOFT (HK) CORPORATION LIMITED                    (2)

                 ELTRAX INTERNATIONAL INC                               (3)

                 VERSO TECHNOLOGIES, INC (formerly named
                 Eltrax Systems Inc)                                    (4)

                 AREMISSOFT CORPORATION                                 (5)


           -----------------------------------------------------------

                        ASSET SALE AND PURCHASE AGREEMENT
                      Relating to the sale and purchase of
             ELTRAX SYSTEMS PTY LIMITED, a beneficially wholly-owned
                     subsidiary of Eltrax International Inc

           -----------------------------------------------------------

                                   Robertsons
                             57th Floor, The Center
                             99 Queen's Road Central
                                    Hong Kong
                                 Ref: CDIG/80220



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                                      INDEX


                                                                      Page No:

1.       Definitions
2.       Sale and Purchase of the Business
3.       Consideration
4.       Completion
5.       Excluded Assets and Liabilities
6.       Conduct of the Business
7.       Debts and Liabilities
8.       Risk and Liabilities
9.       Title
10.      Stocks and Cash Float
11.      Warranties by the Vendor
12.      Employees
13.      Vendor's Undertakings
14.      Guarantees
15.      Conditions
16.      Properties
17.      Generally
18.      Notices
19.      Execution

Schedule 1 - Warranties
Schedule 2 - Transferring Employees
Schedule 3 - Agreed Liabilities
Schedule 4 - Debts
Schedule 5 - The Property
Schedule 6 - Provisions relating to the Property

Appendix 1 - Computer Software Licences
Appendix 2 - Equipment
Appendix 3 - Fixtures and Fittings


<PAGE>



THIS AGREEMENT is made the             day of                    2000


BETWEEN:

(1)  ELTRAX  SYSTEMS PTY LIMITED a company  incorporated  under the laws of Hong
     Kong whose registered  office is at 2nd Floor, VIP Commercial  Centre,  120
     Canton Road, Kowloon, Hong Kong ("the Vendor")

(2)  AREMISSOFT (HK) CORPORATION  LIMITED a company  incorporated under the laws
     of Hong Kong  whose  registered  office is at Room  5705,  The  Center,  99
     Queen's Road Central, Hong Kong ("the Purchaser")

(3)  ELTRAX  INTERNATIONAL INC a corporation  incorporated under the laws of the
     state of  Pennsylvannia  US whose  principal  place of  business  is at 400
     Galleria Parkway, Suite 300 Atlanta, GA30339, U.S.A.  (Incorporation number
     25-1369276) ("Eltrax International")

(4)  VERSO  TECHNOLOGIES,  INC,  formerly named Eltrax Systems Inc a corporation
     incorporated  under the laws of the state of Minnesota  US whose  principal
     place of business is at 400 Galleria Parkway,  Suite 300 Atlanta,  GA30339,
     U.S.A. (Incorporation No: 41-1484525) ("Verso")

(5)  AREMISSOFT  CORPORATION  a corporation  incorporated  under the laws of the
     State of  Delaware US whose  principal  place of business is at [216 Haddon
     Street,  Suite 607, Westmont,  NJ 08108]  (Incorporation  No:2902859) ("the
     Purchaser's Parent Company")


WHEREAS:

(A)  The Vendor is  beneficially  owned in its entirety by Eltrax  International
     whose holding company is Verso and the Vendor inter alia,  provides turnkey
     hardware and software solutions and services to the hospitality industry in
     the Peoples' Republic of China, Hong Kong,  Macau,  Japan,  South Korea and
     Taiwan.

(B)  The Purchaser's Parent Company and Verso (inter alia) have agreed under the
     terms of the Head Agreement (as defined below) that the Purchaser's  Parent
     Company will purchase  certain of the Assets and the Agreed  Liabilities of
     Eltrax  International as provided in and on the terms of the Head Agreement
     and  pursuant  thereto it has been  agreed that the Vendor will sell to the
     Purchaser the Business (as defined  below) upon the terms and conditions of
     this Agreement

NOW IT IS HEREBY AGREED as follows: -

1.   DEFINITIONS

     1.1  In this  Agreement  the  following  words  and  expressions  have  the
          following meanings unless inconsistent with the context:


<PAGE>
     "Accounting Date" means 30th September 2000;

     "Accounts" means the accounts  relating to the Business  incorporated  into
          the  audited  financial  statements  of the Vendor for the  accounting
          reference  period  ended on the  Accounting  Date  comprising  balance
          sheet,  profit and loss account,  notes,  the director's and auditor's
          reports and costs flow statement;

     "Agreed Form" means in relation to any documents  such document in the form
          agreed  between  the  parties  and   initialled  by  the   Purchasers'
          Solicitors   and  the   Vendors'   Solicitors   for  the   purpose  of
          identification;

     "Agreed Liabilities" the aggregate  amount  owed  by  the    Vendor  at the
          Completion  Date in  connection  with the Business to or in respect of
          trade  creditors  which are set out in Schedule 3 to be assumed by the
          Purchaser pursuant to Clause 7.3 and in addition any liabilities to be
          included in the  Completion  Accounts  which the  Purchaser  agrees in
          writing to assume in connection  with the Business (but  excluding any
          liabilities  relating  to any other  division  of the  Vendor and also
          excluding  any direct or  indirect  costs or  liabilities  incurred in
          connection  with the sale and purchase of the Business  whether  under
          this Agreement or otherwise);

     "Assets" means all the property assets and rights of the Vendor used in the
          conduct of  Business as at the  Completion  Date to be bought and sold
          pursuant  to Clause  2.1 below,  including,  but not  limited  to, the
          Properties,  all intellectual  property and software  products used in
          the  Business and all other Assets of the Vendor save for the Excluded
          Assets;

     "Balance Sheet Date" means the 30th September 2000;

     "Business" means the  business of providing  turnkey  hardware and software
          solutions and services to the hospitality  industry  carried on by the
          Vendor at the date hereof and at the Completion Date;

     "Business Contracts" means the Customers Contracts,  Supplier Contracts and
          the Lease Contracts;

     "Business Day" means any day which is not a Saturday,  a Sunday or a Public
          Holiday in Hong Kong;

<PAGE>


     "Business  Information"  means all  information,  know-how  and  techniques
          (whether or not  confidential and in whatever form held under the name
          of the Vendor) which in any way relates to:-

               (i)  all or any part of the Business or Assets ;

               (ii) any products  manufactured  and/or sold or services rendered
                    by the business;

               (iii)any  formulas,  designs,  specifications,   drawings,  data,
                    manuals or instructions;

               (iv) the  operations,  management,  administration,  or financial
                    affairs of the Business  (including  any  business  plans or
                    forecasts,   information   relating   to   future   business
                    development or planning  information  relating to litigation
                    or legal advice); and

               (v)  the sale or marketing  of any of the  products  manufactured
                    and/or sold or services rendered by the business,  including
                    but without  limiting the generality of the foregoing words,
                    customer  names and lists,  sales and marketing  information
                    including  but not  limited  to  targets,  sales and  market
                    shares statistics, market surveys and reports on research.

     "Business Name" means Eltrax Systems Pty Ltd.;

     "CashFloat"  means any cash  balances  held at the  Effective  Date for the
          purpose of reimbursing  out-of-pocket  expenses in connection with the
          Business;

     "Completion" means the  completion of the sale and purchase of the Business
          and the Assets in accordance with Clause 4;

     "Completion  Accounts" means the accounts  prepared in accordance with GAAP
          incorporating  the  Assets to be  acquired  under  clause  2.1 and the
          Agreed Liabilities as at 30th September 2000;

     "Completion  Date"  means  the date on which the sale and  purchase  of the
          Business is completed in  accordance  with clause 4.1 but shall not in
          any event be prior to  satisfaction  or warrant of the  conditions  to
          Completion set forth in clause 15;

     "Completion Time" means the time at which the Completion actually occurs;

     "Confidential Information" means information of every kind concerning or in
          any way relating to the  customers,  business  transactions,  business
          methods, records, forms, charges, financial affairs, trade secrets and
          knowhow of the Business other than information  which is in the public
          domain.

<PAGE>

     "Computer Software  Licences" means the computer  software licences held by
          the Vendor as listed in  Appendix 1 together  with the  benefit of all
          guarantees given to the Vendor in respect thereof or relating thereto;

     "Computer Systems" means all computer hardware, software and networks owned
          or used by the Business  including  all  arrangements  relating to the
          provision of maintenance  and support,  security,  disaster  recovery,
          facilities management, bureau and online services to the Business;

     "Consideration"  means the total purchase price payable by the Purchaser to
          the Vendor for the Business and Assets hereby agreed to be sold for US
          Dollars Five Hundred and Eighty Thousand (US$580,000);

     "Creditors" means all trade and other debts,  accrued charges and all other
          amounts  owing by the Vendor in  connection  with the  business on the
          Completion  Date to the extent  taken into  account in the  Completion
          Accounts  together  with such debts as have  properly been incurred in
          the  ordinary  course of  business  between  30th  September  2000 and
          Completion;

     "Customer Cash" means all cash sums  belonging or referable to customers or
          potential  customers of the Business  which are held or deposited with
          the Vendor as  deposits  for or  advances  of  instalment  payments in
          relation to, any Business contract or so held or deposited in relation
          to any future contract to order which any such customer may place with
          the Business in the future;

     "Customer  Contracts"  means all  those  contracts,  engagements  or orders
          entered  into  on or by the  Completion  Date by or on  behalf  of the
          Vendor  with  its  customers  for the  sale,  loan or hire of goods or
          equipment or provision  of services by the Vendor in  connection  with
          and in the ordinary  course of business which at the  Completion  Date
          remain to be  performed  in whole or in part by the Vendor  including,
          without  limiting the  generality  of the  foregoing  words,  or those
          contracts,  particulars  of  which  are set out in  Schedule  1 to the
          Disclosure Letter;

     "Debts" means the  aggregate  amount  owed to the Vendor at the  Completion
          Date in connection with goods and services supplied in the Business by
          or in respect of trade  debtors  including  (but  without  limitation)

<PAGE>


          those trade  debtors set out in Schedule 4 and in addition any debtors
          in  connection  with the  Business to be  included  in the  Completion
          Accounts  which  have  fallen  due  between  30th  September  2000 and
          Completion  to be  assigned  to the  Purchaser  pursuant  to a Deed of
          Assignment of Debts in the Agreed Form;

     "Disclosed" means fully and fairly disclosed to the Purchaser expressly for
          the purposes of this  Agreement in the  Disclosure  Letter and for the
          purposes of this  definition the  expression  "fully and fairly" means
          that a matter shall be Disclosed  only if it has been  Disclosed  with
          reference  to a  particular  Warranty  identified  by  its  number  in
          Schedule 1 with  sufficient  particularity  to enable the Purchaser to
          assess the full impact on the business of the matter disclosed;

     "Disclosure  Letter" the letter  disclosing  exceptions  to the  Warranties
          dated the date hereof and written and  delivered  by the Vendor to the
          Purchaser in the Agreed Terms;

     "the Eltrax Guarantors" means Eltrax International and Verso;


     "Equipment"  means  the  loose  equipment  comprising  furniture  plant and
          machinery computer hardware software facsimile filing systems archives
          and any other equipment  wherever situate  belonging to the Vendor and
          used in connection with the Business including,  without limitation to
          the generality of the foregoing,  all those items particulars of which
          are set out in Appendix 2;

     "Excluded  Assets"  means the assets  listed in Clause 5 which are owned by
          the Vendor and excluded from the sale;

     "Excluded Employees" means all employees other than Transferring  Employees
          if any;

     "Fixtures and Fittings"  means the fixtures (other than the Fixed Plant and
          Equipment),  furniture, utensils, templates,  implements, chattels and
          equipment  wherever  situate  belonging  to the  Vendor  and  used  in
          connection  with the business  including,  without  limitation  to the
          generality of the foregoing,  all those items particulars of which are
          set out in Appendix 3;

     "GAAP" generally accepted accounting  principles,  as in effect on the date
          of any statement,  report or determination  that purports to be, or is

<PAGE>


          registered  to  be,   prepared  or  made  in   accordance   with  GAAP
          consistently  applied  throughout  the periods to which  reference  is
          made;

     "Goodwill" means the goodwill of the Vendor in connection with the Business
          including the exclusive right for the Purchaser to represent itself as
          carrying on the Business in  succession  to the Vendor,  and under the
          names and in connection  with products of the Business under the trade
          names  Eltrax  Systems and all other trade names of the  Business  but
          excluding  "Eltrax"  and "Eltrax  Hospitality"  and all other  trading
          names and styles of the Vendor;

     "HeadAgreement" means the Agreement between the Purchaser's  Parent Company
          and Eltrax  Systems  and Eltrax  Hospitality  Group Inc.  by virtue of
          which those  parties have agreed to purchase  all acquired  assets and
          assume the assumed  liabilities for the  consideration  (as such terms
          are  defined  in the Head  Agreement)  and upon the  terms of the Head
          Agreement;

     "Hong Kong"  means  the  Hong  Kong  Special  Administrative Region  of the
          People's Republic of China;

     "Information"  means  other  than  the  Retained   Records  all  stationery
          promotional material brochures sales publications advertising material
          terms of business  and all other  written or printed  material  issued
          solely in connection with the Business and owned by the Vendor;

     "Intellectual  Property  Rights" means  patents,  know-how,  registered and
          unregistered  trademarks and service marks (including any trade, brand
          or business name and any distinctive  sounds used to differentiate the
          goods or services of the business),  domain names, registered designs,
          registered  rights,  utility  models,  copyright  (including  all such
          rights in computer software and hardware, the business information and
          any databases),  moral rights and topography rights, (in each case for
          the full period  thereof and all  extensions  and  renewals  thereof),
          applications  for any of the  foregoing and the right to apply for any
          of the  foregoing  in any part of the  world  and any  similar  rights
          situated in any  country;  and the benefit  (subject to the burden) of
          any and all agreements,  arrangements  and licences in connection with
          any of the  foregoing and without  prejudice to the  generality of the
          foregoing the rights to use, assign,  licence or grant rights over any
          trade or service  mark of the Vendor or any member of the Vendor  save

<PAGE>

          for "Eltrax" and "Eltrax Hospitality";

     "Leases" means the leases of the Properties  brief details of which are set
          out in Schedule 5;

     "Lease Contracts" means those contracts and other contractual  arrangements
          (including,  without limitation,  finance leases, but excluding leases
          of real  property)  entered  into by or on  behalf  of the  Vendor  in
          connection  with the Business and which remain  unperformed  as at the
          Effective Date pursuant to which tangible assets used by the Vendor in
          or in connection  with the Business at that date (together "the Leased
          Assets")  have been  supplied  to or are held by the Vendor on hire or
          other rental,  lease,  licence,  hire purchase, or in other terms such
          that title thereto does not pass or has not passed to the Vendor;

     "Liabilities"  means  the  liabilities  of the  Vendor in  relation  to the
          Business  outstanding  at the  Completion  Date  save  for the  Agreed
          Liabilities;

     "Properties" means the leasehold properties held by the Vendor described in
          Schedule 5;

     "Purchaser's  Group" means the holding  company of the Purchaser and all of
          the subsidiaries of such holding company;

     "Purchaser's Solicitors" means Messrs Robertsons of 57th Floor, The Center,
          99 Queen's Road Central, Hong Kong;

     "Records"  means all sale and  purchase  records  and  lists of  customers,
          suppliers, agents, distributors and prospective customers,  contracts,
          correspondence,  data,  information  reports,  all consultancy reports
          prepared for the Vendor or its customers,  personnel,  payroll, orders
          for services and other books and records in whatever form the same are
          maintained  (including computer programmes) in respect of the Business
          as are within the power possession or control of the Vendor and as may
          exist but  excluding  the Retained  Records and any other  records the
          Vendor is required  to retain  including  (without  limit) all records
          which relate both to the Business and other  operations  or businesses
          of the Vendor;

     "Retained Records" means records and other documents of the Vendor relating
          to the Business required to be retained by the Vendor by law;

<PAGE>


     "Landlord" means the person or  corporation  for the time being entitled to
          the  reversion  expectant  on the term  granted by the Lease and shall
          include any superior landlord and the freeholder of the Property;

     "Stock" all unsold products and stock in trade,  raw materials,  components
          and work in progress of the Business at the Completion Date;

     "Supplier  Contracts"  means all  those  contracts,  engagements  or orders
          entered into on or prior to the completion Date by or on behalf of the
          Vendor  for the  supply or sale of goods to the  Vendor in  connection
          with  and  in  the  ordinary  course  of  the  Business  which  at the
          Completion Date remain to be performed in whole or in part;

     "Third Party  Rights"  means  rights of the Vendor  against  third  parties
          arising out of the Business in respect of manufacturer's or supplier's
          warranties guarantees and other contractual obligations and assurances
          (express or implied) in  relation  to Stock,  Equipment  and  Computer
          Systems so far as the Vendor  can  assign the same but  excluding  any
          claim or right by the Vendor in respect of taxation or insurance;

     "Transferring Employees" means the employees listed in Schedule 2;

     "Vendor's  Group"  means the  holding  company of the Vendor and all of the
          subsidiaries of such holding company;

     "Vendor's  Solicitors  S.H.  Chan  & Co.  of  18th  Floor,  China  Overseas
          Building, 139 Hennessy Road, Hong Kong;

     "Warranties" the warranties  representations  and undertakings given by the
          Vendor and  guaranteed by the Eltrax  Guarantors set out in Schedule 1
          to this Agreement.

     1.2  The  schedules  and  appendices  attached  hereto  form  part  of this
          Agreement  and have the same force and effect as if expressly  set out
          in the body of this  Agreement  and any  reference  to this  Agreement
          includes the schedules, appendices and the recitals hereto

     1.3  In this Agreement and its schedules:

          1.3.1 words and expressions defined in the Companies Ordinance, Cap 32
               of the Laws of Hong Kong shall have a like meaning herein

<PAGE>

          1.3.2 reference to any statute or  statutory  provision  includes  any
               statute or  statutory  provision  which amends or replaces or has
               amended or replaced it or which it has  replaced and includes any
               subordinate legislation made under the relevant statute except to
               the extent  that any  amendment  or  modification  enacted  after
               today's date would extend or increase the liability of the Vendor
               under the Warranties

          1.3.3 the paragraph headings and index are for reference purposes only
               and shall not affect interpretation

          1.3.4 unless otherwise stated a reference to a clause or schedule is a
               reference to the clause or schedule so numbered in this Agreement

          1.3.5 unless the context otherwise requires words importing one gender
               include  the other  genders  and  words  importing  the  singular
               include the plural and vice versa

2.   SALE AND PURCHASE OF THE BUSINESS

     2.1  Subject to the  provisions  of this  Agreement  the Eltrax  Guarantors
          shall procure that and the Vendor shall sell and the  Purchaser  shall
          purchase for the  Consideration  with effect from the Completion  Date
          the Business as a going  concern and the Assets and without  prejudice
          to the  generality  of the  foregoing  the  Assets  shall  include  in
          particular the following assets of the Business (if any):

          2.1.1 the Goodwill;

          2.1.2 the Properties;

          2.1.3 Equipment and Fixtures and Fittings;

          2.1.4 the benefit (subject to the burden) of the Business Contracts;

          2.1.5 the benefit  (subject to the  burden) of the  Computer  Software
               Licences (including for the avoidance of doubt the benefit of all
               guarantees  given to the  Vendor in respect  thereof or  relating
               thereto);

          2.1.6 the Stock;

          2.1.7 the Intellectual Property Rights;

          2.1.8 the Cash Float;

          2.1.9 the Computer Systems;

          2.1.10 the Lease Contracts;

<PAGE>

          2.1.11 without in any way limiting the generality of the foregoing all
               other assets (if any) of the Vendor of whatever  nature  employed
               in the Business at the Completion Date but excluding the Excluded
               Assets;

          2.1.12 cash in hand and at bank and all cheques  and other  securities
               representing the same

     2.2  The Purchaser's  Parent Company shall procure that Purchaser shall pay
          to the Vendor the  Consideration as consideration  for the sale of the
          Business as a going concern and the Assets on the Completion Date

3.   CONSIDERATION:

     3.1  The  Consideration  payable for the sale by the Vendor of the Business
          and the Assets  shall be the sum of US Dollars Five Hundred and Eighty
          Thousand  (US$580,000)  being  the  aggregate  of  the  values  of the
          Goodwill,  the  Properties,  the Fixtures and  Fittings,  the Business
          Contracts,  the Computer Software Licences,  the Intellectual Property
          Rights, the Computer Systems, the Lease Contracts,  Motor Vehicles and
          the Stocks less the Agreed Liabilities and Cash Float.

4.   COMPLETION

     4.1  Completion  shall take place on the Completion  Date at the offices of
          the  Purchaser's  Solicitors or at such other place as the parties may
          agree on Completion at the Completion Time whereupon the  transactions
          set out in Clause 4.2 and 4.3 shall take place

     4.2  The Eltrax  Guarantors  shall  procure and the Vendor shall deliver or
          cause to be delivered to the Purchaser:

          4.2.1 a Deed of Assignment of the  Intellectual Property Rights in the
               Agreed Form duly executed by the Vendor

          4.2.2 a Deed of Assignment  of the  Goodwill  in the Agreed  Form duly
               executed by the Vendor

          4.2.3 a Deed of  Assignment  of the  Debts  in the  Agreed  Form  duly
               executed by the Vendor

          4.2.4 the Equipment, the Computer  Systems and all other of the Assets
               as are capable of passing by delivery

          4.2.5 such documents as shall be reasonably  necessary or  appropriate
               to complete the sale and purchase of the Assets and vest title in
               them in the Purchaser

          4.2.6 the Records

          4.2.7 the Stock

<PAGE>


          4.2.8 the Business Contracts  which the Vendor  hereby  assigns to the
               Purchaser

          4.2.9 the Business Information and the Information

          4.2.10 the Computer Software Licences

          4.2.11 an assignment of the Leases and the Landlord's consent relating
               to the assignment of the Leases

          4.2.12 deeds of release in respect of all charges mortgages debentures
               and other security  interests  created by the Company (if any) or
               to which any of the Assets are subject in terms  satisfactory  to
               the Purchaser (if any)

     4.3  The Purchaser shall pay in cleared funds as the Vendor shall direct by
          giving 48 hours prior written notice the Consideration.

     4.4  The Purchaser shall not be obliged to complete the purchase of any of
         the  Assets  unless the  purchase  of all the  Assets is  completed  in
         accordance with this Agreement (and completion of the Head Agreement is
         effected).

     4.5  The Vendor  undertakes  with the  Purchaser to allow the  Purchaser on
          reasonable  notice access to or copies of such of the Retained Records
          relating  to  the  period  before  Completion  as  the  Purchaser  may
          reasonably  require  in order to  comply  with any  legal  obligations
          imposed on the Purchaser  after  Completion and the Vendor  undertakes
          that it shall give such  reasonable  assistance  to the  Purchaser  as
          shall be agreed by the Purchaser  and the Vendor after the  Completion
          Date to  facilitate  the  transition  of the Business to the Purchaser
          including  if  requested  by the  Purchaser  attending  meetings  with
          customers of the Business

5.   EXCLUDED ASSETS AND LIABILITIES

There shall be excluded  from the sale and purchase of the Business and retained
by the Vendor:

     5.1  all the statutory  books and  statutory  records of the Vendor and the
          Retained Records

     5.2  any amounts  recoverable  by the Vendor in respect of taxation paid or
          payable by the Vendor in connection  with matters or events  occurring
          on or before the Completion Date

     5.3  the Liabilities

6.   CONDUCT OF THE BUSINESS

     6.1  The  Vendor  shall  carry  on the  Business  as a  going  concern  and
          prudently and in an efficient and  business-like  manner from the date
          of this agreement to the Completion Date and during such period shall:


<PAGE>


          6.1.1 not sell or dispose of any of the Assets or remove any  physical
               Assets of the Business  from the  Property  save in the course of
               normal day to day trading;

          6.1.2 use its  best   endeavours  to  maintain  the  trade  and  trade
               connection  of the Business and shall not by any action  omission
               default or neglect knowingly damage or risk damage to the same;

          6.1.3 settle the debts incurred  by it in the  course of the  Business
               including   (without   limitation)   salaries   wages  and  other
               emoluments payable to the employees of the Business;

          6.1.4 not enter  into  any   material   contract   or  incur   capital
               expenditure  (other than as disclosed in writing to the Purchaser
               prior to the date of this  Agreement  or  except  with the  prior
               written consent of the Purchaser or at its request);

          6.1.5 not in any way depart from the ordinary course of the day-to-day
               conduct of the Business either as regards the scope or the manner
               of conducting the same;

          6.1.6 not enter into any  unusual or abnormal contract  or  commitment
               which is material to the Business;

          6.1.7 not grant or create  or agree to grant or  create  any  mortgage
               charge  debenture or other  incumbrance  over of affecting any of
               the Assets;

          6.1.8 not permit any or its insurances to lapse or do  or omit  to  do
                any thing  which  would  make any  policy of  insurance  void or
                voidable.

     6.2  The  Purchaser  shall  take over the  Business  with  effect  from the
          Completion Date and shall assume  responsibility for the management of
          the Business in all respects.

7.   DEBTS AND LIABILITIES

     7.1  The Vendor shall assign the Debts to the Purchaser on Completion  Date
          by  executing a Deed of  Assignment  in the Agreed Form as provided in
          clause 4.2.3.

     7.2  The Vendor shall be solely  responsible for and in the ordinary course
          of   business   shall   discharge   the   Liabilities   promptly   and
          notwithstanding  Completion shall be responsible for all debts payable
          by and claims  accruing or  outstanding  against it in relation to the
          Business at Completion Date (save for the Agreed Liabilities) which it
          hereby agrees to discharge and satisfy in a timely manner. In relation
          to any claim  made by a third  party the  Vendor  will  promptly  give
          notice  thereof  to the  Purchaser  and will not take any steps  which
          might damage the commercial  interests of the Purchaser  without prior
          consultation  with  and  the  approval  of  the  Purchaser  not  to be
          unreasonably withheld or delayed

     7.3  The  Purchaser  shall  be  responsible  for  discharge  of the  Agreed
          Liabilities in accordance  with their terms as from Completion and for
          the  avoidance  of  doubt  where  it is  determined  that  any  listed
          Liability in Schedule 3 should not have been an Agreed  Liability then


<PAGE>

          such liability  shall be deleted from the Agreed  Liabilities  for all
          the purposes of this Agreement and be treated as a Liability

     7.4  The  Purchaser  shall  fully  and   effectively   indemnify  and  keep
          indemnified  the  Vendor  on  demand  against  all  demands,   claims,
          liabilities, costs and expenses properly incurred by it in relation to
          the Agreed Liabilities

8.   RISK AND LIABILITIES

     8.1  The assets rights and property to be sold  pursuant to this  Agreement
          shall be at the sole risk of the Purchaser from the Completion Time

     8.2  Save for the  Agreed  Liabilities  and the  other  obligations  of the
          Purchaser  assumed hereunder the Vendor hereby undertakes to indemnify
          and hold harmless the Purchaser from and against any and all

          8.2.1 losses costs  liabilities  and  expenses  arising  out  of or in
               connection  with the  ownership  or carrying  on of the  Business
               arising or relating to all periods up to or on Completion and any
               and all actions  suits  proceedings  claims  demands  assessments
               awards and judgements in respect  thereto and (save in respect of
               work in progress and  unfinished  products and any steps required
               to be taken by the Purchaser under Clause 6.2)

          8.2.2 liabilities arising  under  or in  respect  of  all  contractual
               commitments entered into by the Vendor in respect of the Business
               (save as  provided  in Clause  2.1.4 in respect  of the  Business
               Contracts)

     8.3  The  Purchaser  covenants  with the Vendor that it will pay,  satisfy,
          discharge,  and  fulfil  all  costs,  claims,  expenses,  liabilities,
          obligations and  undertakings  whatsoever  relating to the Business in
          respect of any period  commencing  after Completion and will indemnify
          and hold harmless the Vendor in respect of the same

     8.4  After Completion the Purchaser shall meet and discharge all claims for
          fulfilment  of  warranties  given by the  Vendor  in  relation  to the
          Business to customers  which have been  disclosed to the  Purchaser or
          are normal  warranties  given in the  ordinary  course of the Business
          which arise after that date in respect of products sold or supplied or
          services  provided by the Vendor before  Completion  and the Purchaser
          shall   indemnify  the  Vendor  against  all   reasonable   costs  and
          liabilities incurred by the Vendor under such warranties

     8.5  All rents,  rates,  gas, water,  electricity and telephone charges and
          other outgoings ("the Outgoings") relating to or payable in respect of
          the  Business  up to and  including  Completion  shall be borne by the
          Vendor  and  after  Completion  telephone  charges  and the  Outgoings
          relating  to or payable in respect of the  Business  shall be borne by
          the Purchaser and all rents,  royalties and other periodical  payments
          receivable  in respect of the Business  which are  attributable  to or
          arise by reference to the period after  Completion shall belong to and
          be payable to the  Purchaser.  The Outgoings  and payments  receivable
          including Customer Cash shall be apportioned on a like basis, provided

<PAGE>


          that any of the Outgoings or payments  receivable  which are referable
          to the extent of the use of any property or right shall be apportioned
          according to the extent of such use

     8.6  Where any amounts fall to be  apportioned  under this  Agreement,  the
          Vendor  shall  provide  the   Purchaser   with  full  details  of  the
          apportionments,   together   with   supporting   vouchers  or  similar
          documentation,  and in the absence of dispute the appropriate  payment
          shall be made by or to the  Vendor  forthwith.  If the  amount  of any
          apportionment is in dispute,  the provisions of Clause 8.7 shall apply
          for resolving the dispute and the amount determined in accordance with
          that  clause  shall  be paid  within  14  days  of the  determination,
          together with  interest  calculated on a daily basis (as well after as
          before judgment), from Completion until the date of actual payment, at
          the rate of two per cent per annum  above the prime  rate from time to
          time of the Hong Kong & Shanghai Banking Corporation Limited

     8.7  Any dispute with respect to the determination of the value of any
         apportionments  under Clause 8.6 shall be referred for final settlement
         to a firm of chartered  accountants nominated jointly by the Vendor and
         the Purchaser or, failing such nomination  within 14 days after request
         by either  the Vendor or the  Purchaser,  nominated  at the  request of
         either  of them by the  President  for the time  being of the Hong Kong
         Society of Accountants.  The accountants  shall be entitled to call for
         and inspect the working papers of the Vendor's  auditors and such other
         documents as they may reasonably  consider  necessary.  In making their
         determination,  the  accountants  shall  act  as  experts  and  not  as
         arbitrators, their decision shall (in the absence of manifest error) be
         final and binding on the parties and their fees shall be borne and paid
         by the Vendor and the Purchaser in such  proportions as the accountants
         determine

     8.8  The Vendor shall be granted by the  Purchaser  the right during normal
          business  hours  to  inspect  on  reasonable  notice  all the  Records
          relating  to the  Business  which the Vendor  considers  necessary  to
          consider such  apportionments  provided that the Vendor shall keep the
          same  confidential  and not  divulge  or  disclose  the  same  save as
          required by law

     8.9  The Vendor shall  maintain all such of the Retained  Records which are
          retained  by it on  Completion  for a period  of not less than 7 years
          from Completion

9.   TITLE

     9.1  The Leases shall be assigned by the Vendor to the  Purchaser  pursuant
          to the terms and conditions set out in Schedule 6

     9.2  The Eltrax  Guarantors  shall  procure  that they and the Vendor shall
          take all  necessary  steps and  generally  co-operate  fully  with the
          Purchaser  to ensure that it obtains the full  benefit of the Business
          and the Assets and shall  execute such  documents  and take such other
          steps as are  reasonably  necessary  or  appropriate  for  vesting its
          rights and  interests in the Business and the Assets in the  Purchaser
          and as requested by the Purchaser

<PAGE>


     9.3  In so far as the Assets comprise the benefit of the Business Contracts
          or the  Computer  Software  Licences  or Computer  arrangements  which
          cannot be effectively assigned to the Purchaser without the consent of
          a third party or except by agreement or novation:-

          9.3.1 the Vendor and the Purchaser shall use all reasonable endeavours
               to obtain such consent in order to procure a novation;

          9.3.2 unless and until such  consent is obtained or any such  contract
               is novated  the  Purchaser  shall for its own  benefit and to the
               extent that such Customer Contracts or Computer Software Licences
               complete  arrangements  (as the case may be)  permit  perform  on
               behalf of the  Vendor  and the  Vendor  shall  hold the  relevant
               Customer  Contract or Computer  Software  Licence as bare trustee
               for the  Purchaser  (and subject to 9.3.3) for nil  consideration
               and shall sub-contract any work arising from the Contracts to the
               Purchaser to the intent that the Vendor does not benefit from the
               Customer Contracts

          9.3.3 if and to the extent that any Customer Contract  incorporates  a
               prohibition  against holding on trust or any agency  arrangement,
               pending  the  obtaining  of such  consents,  the  Vendor  and the
               Purchaser will make such other arrangements between themselves as
               may be  permissible to implement so far as possible the effect of
               the  transfer  of the  benefit  and the  burden of such  Customer
               Contracts to the Purchaser to the intent that the Vendor does not
               benefit  from and incurs no  expense  in respect of the  Customer
               Contracts

     9.4  The Purchaser shall indemnify and hold harmless the Vendor against all
          costs,  claims,  liabilities and expenses  arising out of the Customer
          Contracts  (but not in the event that the same arises from a breach or
          default  by  the  Vendor)  or the  Computer  Software  Licences  after
          Completion

10.  STOCKS AND CASH FLOAT

     10.1 The parties shall jointly  procure that as soon as practicable  and in
          any event within 21 days of the Completion Date:-

          10.1.1 the value of the Stock as at the Completion  Date is determined
               upon  the  same  basis  as for  the  purposes  of the  Completion
               Accounts, but reduced by the amount of any prepayment or deposits
               received  by the  Vendor  or  payable  to it under  the  Customer
               Contracts prior to the Transfer Date;

          10.1.2 the amount of the Cash Float is determined.

     10.2 Any  dispute  with  respect to the  determination  of the value of the
          Stocks or the amount of the Cash  Float  shall be  referred  for final
          settlement to a firm of chartered accountants nominated jointly by the
          Vendor and the  Purchaser or,  fairly such  nomination  within 14 days
          also request by either the Vendor or the  Purchaser,  nominated at the
          request of either of them by the  President  for the time being of the
          Hong Kong Society of Accountants. The accountants shall be entitled to

<PAGE>


          call for and inspect the working  papers of the Vendor's  auditors and
          such other  documents as they may reasonably  consider  necessary.  In
          making their  determination,  the accountants shall act as experts and
          not as  arbitrators,  their decision shall (in the absence of manifest
          error) be final and  binding  on the  parties  and their fees shall be
          borne and paid by the Vendor and the Purchaser in such  proportions as
          the accountants determine.

     10.3 The amounts agreed or determined under the foregoing sub-clauses shall
          (to the  extent  agreed) be paid to the  Vendor  forthwith  upon their
          being agreed and (as to any balance) upon the amount being determined.

     10.4 The  Vendor  shall  be  liable  for  payment  of all sums  which  were
          outstanding at the Completion Date in respect of items included in the
          Stock.

11.  WARRANTIES BY THE VENDOR

     11.1 The Vendor warrants to the Purchaser that subject to matters Disclosed
          in the Disclosure  Letter and in this Agreement the Warranties set out
          in  Schedule  1 at the  date  of  this  Agreement  are  (and  will  at
          Completion be) true and accurate in all respects

     11.2 The rights and  remedies of the  Purchaser in respect of any breach of
          the Warranties  shall not be affected by Completion,  by the Purchaser
          failing to exercise or delaying  the  exercise of any of its rights or
          remedies or by any other event or matter whatsoever

     11.3 Where any Warranty  refers to the  awareness or knowledge  information
          and belief of the Vendor the Vendor  undertakes  that it has  procured
          that the  directors of the Vendor have made  reasonable,  diligent and
          proper enquiry into the subject matter of that Warranty

     11.4 If the Vendor pays to the  Purchaser  an amount in respect of a breach
          of the Warranties and the Purchaser subsequently recovers from a third
          party a sum which is in respect of that  breach  the  Purchaser  shall
          forthwith  pay to the Vendor so much of the amount  paid by the Vendor
          as does not exceed  the sum  recovered  from the third  party less all
          reasonable  costs  charges and expenses  incurred by the  Purchaser in
          recovering that sum from the third party and any applicable tax

12.  EMPLOYEES

     12.1 The parties  declare that it is their  intention that the contracts of
          employment of the  Transferring  Employees shall be transferred to the
          Purchaser with effect from Completion

     12.2 All  salaries  and  other  emoluments  relating  to  the  Transferring
          Employees shall be borne by the Vendor up to and including  Completion
          and by the Purchaser thereafter and all necessary apportionments shall
          be made

     12.3 The Vendor shall  indemnify the Purchaser  against each and every cost
          claim  liability  expense or demand which  relates to or arises out of
          any act or  omission  by the Vendor or any other  event or  occurrence
          prior to the date of  Completion  and which the Purchaser may incur in

<PAGE>


          relation  to any  contract of  employment  and  collective  agreements
          concerning the Transferring Employees including without limitation any
          such matter relating to or arising out of:

          12.3.1 the Vendor's rights powers duties and/or  liabilities  under or
               in connection  with any such contract of employment  and any such
               collective   agreements   (which   rights  powers  duties  and/or
               liabilities are or will be transferred to the Purchaser)

          12.3.2 anything done or omitted before Completion by or in relation to
               the Vendor in respect of any contract of  employment  or any such
               collective  agreements  or any person  employed  in the  Business
               which is deemed to have been done or omitted by or in relation to
               the Purchaser

          12.3.3 the Vendor's  failure to pay to any  Transferring  Employee any
               sums due in respect of the period prior to Completion

          12.3.4 any  claim by any  trade  union,  staff  association,  employee
               representative   or  staff  body  recognised  by  the  Vendor  or
               Transferring   Employees   in  respect  of  all  or  any  of  the
               Transferring  Employees  arising out of the  Vendor's  failure to
               comply with its legal  obligations  to such trade  unions,  staff
               associations,   employee   representatives,   staff   bodies   or
               Transferring Employees

          12.3.5 any claim by any of the Excluded  Employees or any other former
               existing   or  future   employee   of  the  Vendor   (other  than
               Transferring  Employees)  against  the  Purchaser  concerning  or
               relating to any matter whatever  including without limitation any
               claim  by such  Excluded  Employees  that  their  employment  has
               transferred  to the  Purchaser  or arising  from any  termination
               which the Purchaser effects of such Excluded Employees

          12.3.6 any claim by any of the  Transferring  employees made before or
               after the date of  Completion  for severance pay as a consequence
               of such Transferring  Employee  declining to accept employment by
               the Purchaser as contemplated by this Agreement

     12.4 The Purchaser  shall  indemnify the Vendor against each and every cost
          claim liability  expense or demand arising from any act or omission by
          the Purchaser in relation to a Transferring  Employee  occurring after
          the date of Completion

     12.5 The parties hereby agree and acknowledge  that the Excluded  Employees
          shall be deemed not to transfer  with the Business and shall remain in
          the employ of the Vendor.

<PAGE>

13.  VENDOR'S UNDERTAKINGS

For the purpose of assuring to the  Purchaser  the full  benefit of the Business
the Vendor covenants with the Purchaser that the Vendor shall not and the Eltrax
Guarantors as a separate  covenant shall not and shall procure that each company
in the Vendor's Group shall not:-

     13.1 use in any way,  for their own  account  or the  account  of any other
          party,  nor  disclose  to any third  party,  Confidential  Information
          relating to the  Business or any clients or  customers of the Business
          or any Assets or  information  which are the subject of this Agreement
          save as may be  required  by law or which  enters  the  public  domain
          (through no fault of the Vendor)

     13.2 publish any technical descriptions of Confidential  Information beyond
          those published and authorised for disclosure by the Purchaser save as
          may be required by law or which enters the public  domain  (through no
          fault of the Vendor)

     13.3 for  three  (3)  years  following  the  Completion,  either on its own
          account or through or in  conjunction  with any other person  anywhere
          within  Hong  Kong or  anywhere  else in the  world  unless  otherwise
          authorised by the Purchaser in writing directly or indirectly

          13.3.1 solicit,  interfere with,  approach or endeavour to entice away
               from the  Purchaser  any person who is now or has during the last
               two (2) years  preceding the Completion been a client or customer
               or  employee  or  contractor  of the  Vendor in  relation  to the
               Business

          13.3.2 participate in the ownership, management, operation, or control
               of, or have any  financial  interest in or be connected  with, or
               engage in or aid or knowingly  assist anyone else, in the conduct
               of any business in competition with the Business

14.  GUARANTEES

     14.1 In  consideration  of the Purchaser  entering into this  Agreement the
          Eltrax Guarantors  hereby jointly and severally  guarantee the due and
          full  performance  by  the  Vendor  of  its  duties   obligations  and
          undertakings   under  this  Agreement  and  hereby  undertake  to  the
          Purchaser  that if the Vendor  shall fail in any  respect to fulfil or
          shall  be in  breach  of  any  of its  duties  obligations  warranties
          representations  covenants or  undertakings  the Purchaser shall be at
          liberty to act and each of the Eltrax Guarantors shall be liable as if
          they were the party principally bound thereby

     14.2 In  consideration as aforesaid the Eltrax  Guarantors  hereby covenant
          with the Purchaser that they will indemnify and at all times hereafter
          keep the Purchaser fully indemnified  against all losses damages costs
          and expenses  which may be incurred or suffered by it by reason of any
          default  on the part of the  Vendor  in  making  the  payments  and in
          performing  and observing the  agreements  and  conditions on its part
          herein contained

     14.3 The Eltrax Guarantors  hereby agree that any duty obligation  covenant
          warranty  agreement or  undertaking  expressed in this Agreement or in
          the Schedules to be a duty obligation  covenant Warranty  agreement or
          undertaking  of  the  Vendor  shall  be  and  be  construed  as a duty
          obligation  covenant Warranty  agreement and undertaking of the Eltrax
          Guarantors and the Vendor jointly and severally

<PAGE>


     14.4 The guarantees,  covenants and agreements  contained in this clause 14
          shall be a  continuing  security and shall not be affected by any time
          or indulgence granted by the Purchaser to the Vendor

     14.5 Each  reference  herein to the  Eltrax  Guarantors  shall be deemed to
          include their respective  successors all of whom shall be bound by the
          provision hereof

15.  CONDITIONS

     This  Agreement  and  Completion  is  conditional  upon  the  exchange  and
     completion of the Head Agreement and all subsidiary agreements contemplated
     by the parties thereto under that Agreement.

     This Agreement shall automatically terminate on the expiry of 6 months from
     the date hereof and all rights and  obligations  of the parties  shall save
     for accrued rights cease to have effect  immediately  on such date,  unless
     before that date the above mentioned condition has been fulfilled.

     The assignment of the Leases is conditional  (unless and to the extent that
     the Purchaser  waives such  condition in relation to the Property by notice
     in  writing  given to the  Vendor  at any  time)  upon the  consent  of the
     respective  Landlords for the time being under the Lease to the  assignment
     of the Leases to the Purchaser ("the  Landlords'  Consent") being obtained.
     The Vendor has  applied to the  Landlords  for the  Landlords'  Consent and
     shall  keep  the  Purchaser   fully   informed  of  the  progress  of  such
     application.

     The Vendor will use best  endeavours to obtain the  Landlords'  Consent and
     satisfy  any lawful  and  reasonable  requirements  of the  Landlords  as a
     condition of obtaining the Landlords' Consent.

16.  PROPERTIES

     The provisions of Schedule 6 shall more  particularly  apply in relation to
     the assignment of the Properties.

17.  GENERALLY

          17.1.1 Except as required by law and any such announcements made or to
               be made to the staff of the Vendor no  announcements of the terms
               of this Agreement  shall be made by any party without the consent
               of the others and  pending  any  agreed  announcement  each party
               shall use its best endeavours to keep the same confidential

          17.1.2 The exercise of or the failure to exercise any right (including
               a right of  rescission)  conferred on any party by this Agreement
               shall  not  constitute  a waiver  of that or any  other  right or
               remedy available to that party

<PAGE>


          17.1.3 If any  provision of this  Agreement  is held by any  competent
               authority to be invalid or unenforceable in whole or in part this
               Agreement  shall continue to be valid as to its other  provisions
               and the remainder of the affected provision

          17.1.4 This Agreement shall be governed by and construed in accordance
               with Hong Kong law and the parties  irrevocably submit to the non
               exclusive  jurisdiction  of the Courts of Hong Kong and waive any
               objection to proceedings in such courts on grounds of venue or on
               the grounds that proceedings have been brought in an inconvenient
               forum

     17.2 All  obligations  which  remain  to be  performed  after  the  date of
          Completion  shall  continue  in full force and effect  notwithstanding
          Completion and shall not merge in the assurance to the Purchaser

     17.3 This Agreement  shall be binding upon and enure for the benefit of the
          successors of the parties but shall not be  assignable,  save that the
          Purchaser may at any time assign all or any part of the Assets

     17.4 This Agreement, together with any documents referred to in it,
         constitutes  the whole  agreement  between the parties  relating to its
         subject  matter  and  supersedes  and  extinguishes  any prior  drafts,
         agreements, undertakings,  representations,  warranties, assurances and
         arrangements  of any  nature,  whether in writing or oral,  relating to
         such subject matter

     17.5 The Purchaser  acknowledges that it has not been induced to enter into
          this Agreement by any representation,  warranty,  promise or assurance
          by the Vendor or any other  person  save for those  contained  in this
          Agreement.  The Purchaser  agrees that (except in respect of fraud) it
          shall  have no right  or  remedy  in  respect  of any  representation,
          warranty,  promise  or  assurance  save for  those  contained  in this
          Agreement

     17.6 No  variation  of this  Agreement  shall be  effective  unless made in
          writing and signed by each of the parties

     17.7 Each party shall bear its own costs  arising  out of or in  connection
          with the preparation, negotiation and implementation of this Agreement

18.  NOTICES

     18.1 Any notice  required to be given by any party hereto to another  shall
          be in writing and shall be delivered  personally at or sent by prepaid
          first class post addressed in each case to the address given herein or
          such  other  address  as may from  time to time be  notified  for this
          purpose  and any notice so served by post shall be deemed to have been
          served 48 hours  after the time at which it was  posted and in proving
          such  service  it shall be  sufficient  to prove  that the  notice was
          properly  addressed  and  posted  as a first  class  letter.  A notice
          delivered by courier shall be deemed to be given personally and:-

          18.1.1 at the time of delivery if it is delivered  before  6.00pm on a
               Business Day; and

<PAGE>


          18.1.2 in any other case at 9.00am on the next following Business Day.

          (a)  If to Vendor, addressed as follows:

                  Eltrax Systems Pty Limited
                  2nd Floor, VIP Commercial Centre
                  120 Canton Road
                  Kowloon
                  Hong Kong

                  with a copy to:

                  Derek S. Adolf/Lise Barrera
                  Jaffe Raitt
                  Jaffe Raitt Heuer & Weis S.P.L.
                  One Woodward Avenue,
                  Suite 2400, Detroit Michigan, 48226, U.S.A.

                  Gary Y.H. Yeong
                  S.H. Chan & Co.,
                  18/F China Overseas Building,
                  139 Hennessy Road,
                  Wanchai, Hong Kong

          (b)  If to Purchaser, addressed as follows:

                  AremisSoft  (HK)  Corporation  Limited,  5705 The  Center,
                  99 Queen's Road Central,
                  Central, H.K.

                  with copies to:

                  Scott Bartel,
                  Bartel Eng Linn & Schroder,
                  300 Capitol Mall,
                  Suite 1100,
                  Sacramento,
                  California, 95814, U.S.A.

                  Christopher  Gordon,  Robertsons,
                  57th Floor, The Center,
                  99  Queen's Road Central, H.K.

          (c)  if to the Eltrax Guarantors, addressed as follows:

                  Verso Technologies, Inc.
                  400 Galleria, Suite 300,
                  Atlanta, GA30339,
                  U.S.A.
                  Attn: William P. O'Reilly, Chairman

<PAGE>


          (d)  if to the parent company, addressed as follows:

                  AremisSoft   Corporation,
                  216  Haddon  Street,   Suite  607,
                  Westmont, NJ08108,
                  U.S.A.
                  Attn: Roys Poyiadjis, CEO

          or to such  other  individual  or  address  as any  party  hereto  may
          designate for itself  following the giving of prior written  notice as
          provided herein

     18.2 Each of Eltrax  International  and Verso hereby  appoint those persons
          named at Clause 18.1(a) in Hong Kong as their process agent to receive
          and acknowledge on its behalf any writ,  summons,  order,  judgment or
          other  court  documents  (together   "Processes")   relating  to  this
          Agreement  and such parties  further  confirm that any such  Processes
          shall be sufficiently served to such process agent if delivered to the
          address  maintained by it in Hong Kong from time to time for receiving
          notices herein.

19.  EXECUTION

     19.1 This  Agreement may be signed in any number of copies or  counterparts
          (and by different  parties hereto on separate copies or counterparts),
          each of which when so signed and  delivered  shall be an original  but
          all the counterparts  shall  nevertheless  constitute one and the same
          instrument.

AS WITNESS the hands of the Parties the day and year first above written


<PAGE>


                                   SCHEDULE 1

(The Warranties)

1.   THE VENDOR

1.1  The  Vendor  is and will at  Completion  be  entitled  to enter  into  this
     Agreement with the Purchaser and the Vendor has full power and authority to
     sell the Assets to the Purchaser without obtaining the consent of any third
     party.

1.2  Compliance with the terms of this Agreement,  and any document entered into
     by the Vendor in accordance with it, does not and will not conflict with or
     result in a breach of any of the  provisions of the Vendor's  Memorandum or
     Articles of Association.

1.3  The Vendor has at all times  carried on the  business  in all  respects  in
     accordance  with its Memorandum  and Articles of  Association  for the time
     being in force and any other documents to which it is or has been a party.

1.4. The Vendor has not disposed of or agreed to dispose of or granted or agreed
     to grant any security or other  encumbrance in respect of any of the Assets
     and the  Vendor  shall  sell the  Assets to the  Purchaser  with full title
     guarantee free from all charges liens and encumbrances.

2.   ACCOUNTS

2.1  The Accounts have been prepared in accordance with the  requirements of all
     relevant statutes and generally accepted accounting principles consistently
     applied and comply  with all current  standard  statements  of  accountancy
     practice applicable to a Hong Kong company and show a true and fair view of
     the state of  affairs  of the  Vendor  at the  Balance  Sheet  Date and the
     profits or losses for the period ended on such date.

2.2  To the extent  required by the Companies  Ordinance and the relevant  SSAPs
     proper  provision  or  reserve  has  been  made  in the  Accounts  for  all
     liabilities  and  capital  commitments  of the Company  outstanding  at the
     Balance Sheet Date whether  contingent  quantified  disputed or not and the
     Statutory  Accounts are not affected by any unusual or  non-recurring  item
     (as relate to the Business).

2.3  For the purposes of the Accounts the  Company's  assets have been valued on
     bases in all  material  respects  consistent  with  those  adopted  for the
     purpose of the audited  accounts of the Company in respect of the beginning
     and end of each of the last  three  preceding  accounting  periods  and the
     bases and policies of accounting of the Company  adopted for the purpose of
     preparing  the  Accounts  are the same as those  adopted for the purpose of
     preparing the audited accounts for such periods.

2.4  The  Completion  Accounts have been prepared in accordance  with  generally
     accepted  accounting  principles  and  reflect  a true and fair view of the
     state of affairs of the Business  and truly and fairly  disclose all assets
     and the Agreed Liabilities of the Business at the date to which they relate

<PAGE>


     and apply bases and  policies of  accounting  which have been  consistently
     applied in the Accounts (save that such  Completion  Accounts have not been
     audited)  and  there  have  been  no  material   changes  and  no  material
     deterioration  in the  financial  position of the Company since the Balance
     Sheet Date other than as disclosed  in the  Accounts  and no  extraordinary
     items have occurred during the periods between the date of the Accounts and
     Completion.

3.   VENDOR'S BOOKS AND RECORDS

3.1  All of the Vendor's accounts,  books, ledgers,  financial and other records
     of every kind  relating  to the  Business  have been  fully and  accurately
     maintained in accordance with generally accepted  accounting  practices and
     standards and there are no material  inaccuracies or  discrepancies  of any
     kind  contained  or  reflected in them or in any of them in relation to its
     fixed assets, debtors, creditors, work-in-progress and other current assets
     of the Business  (including without prejudice to the generality the Assets,
     the  Equipment,  the Debts and the Stock) and  liabilities  (including  the
     Agreed  Liabilities  and the  Liabilities)  in relation to the Business and
     will be fully written up to the date of Completion.

4.   CONSEQUENCE OF ACQUISITION OF THE BUSINESS BY THE PURCHASER

The acquisition of the Business and/or the Assets by the Purchaser or compliance
with the terms of this Agreement will not:

4.1  (so  far as the  Vendor  is  aware  without  having  made  enquiry  of such
     following  persons)  cause any person who normally  does  business with the
     Business not to continue to do so on the same basis as previously;

4.2  relieve any person of any  contractual  obligation  to the  Business or the
     Vendor in respect of the  Business  or enable any person to  determine  any
     such obligation enjoyed by the Business;

4.3  give  rise to or cause  to  become  exercisable  any  right of  pre-emption
     relating to the Business or any of the Assets nor;

4.4  result  in a  breach  of or  constitute  a  default  under  (i) the  terms,
     conditions  or provisions of any agreement or instrument or (ii) any order,
     judgment or decree of any court or governmental  agency to which the Vendor
     is a party or by which the Vendor is bound in relation to the Business;

and to the best of the knowledge and belief of the Vendor  (without  having made
enquiry  of the  customers)  the  relationship  of the  Business  with  clients,
customers,  suppliers  and  employees  will  not be  adversely  affected  by the
execution, completion and/or implementation of this Agreement.

5.   THE ASSETS


5.1  Ownership of Assets

     5.1.1 The Vendor owns absolutely at Completion all the Assets.

<PAGE>


     5.1.2 The Vendor has not  disposed of or agreed to dispose of or granted or
          agreed to grant any security or other encumbrance in respect of any of
          the Assets.

5.2  Assets sufficient for the Business

     5.2.1 The assets comprise all assets now used in the Business and which are
          necessary for the continuation of the Business now carried on.

     5.2.2 The work in progress is at its normal level  having regard to current
          orders  included in the Customer  Contracts  and to orders  reasonable
          anticipated from customers of the Business.

     5.2.4 The stocks of all materials,  packaging  materials and finished goods
          included in the stocks are not  excessive and are adequate in relation
          to the current trading requirements of the Business.

5.3  Equipment

     5.3.1 Appendix 2 contains full and accurate details of the Equipment.

     5.3.2 The Equipment and other equipment :-

          (a)  are in a proper state of repair and  condition  and  satisfactory
               working order;
          (b)  have been regularly and properly maintained; and
          (c)  are  adequate  for and not  surplus  to the  requirements  of the
               business.

5.5  Document Stamps

     All documents  which in any way effect the right,  title or interest of the
     Vendor in or to any of the  assets and which  attract  stamp duty have been
     duly stamped within the requisite period for stamping.

5.6  None of the Assets is subject to any option,  lien or  encumbrances  or any
     agreement  or  commitment  to give or create any of the  foregoing  and the
     Assets are the sole unencumbered absolute property of the Vendor.

5.7  There has been no  exercise,  purported  exercise  or claim for any charge,
     lien,  encumbrance or equity over any of the Assets and there is no dispute
     directly or indirectly relating to any of the Assets.

5.8  The Vendor has not  purchased  any of the Assets on terms that  property in
     them does not pass until full payment is made by it to the seller.

6.   TRADING

6.1  Business and Financial Position

<PAGE>

     6.1.1 Since the Accounting Date:-

          (a)  the Business has been  continued in the normal  course as regards
               its nature, extent and manner of carrying it on;
          (b)  neither the turnover nor the financial or trading business of the
               Business has deteriorated;
          (c)  the  Vendor  has not  borrowed  or raised  any money or taken any
               financial  facility in relation  to the  Business  except for the
               overdraft   facilities   from  its  bankers   specified   in  the
               Disclosures;
          (d)  the Vendor has paid the  Creditors of the business in  accordance
               with their respect credit terms and there are no amounts owing by
               the Vendor which have been due for more than six weeks.

     6.1.2 So far as the Vendor is aware the trading  prospects of the  Business
          have  not  been  adversely  effected  as a  result  of  any  event  or
          circumstance which has arisen since the Accounting Date.

     6.1.3 Since the  Accounting Date the  Vendor has not  deliberately  done or
          omitted to do anything which might prejudice or effect the Goodwill.

6.2  Existing Suppliers and Customers

     6.2.1 So far as the Vendor is aware:-

          (a)  no supplier of the business has, in the past three years,  ceased
               or  (as a  result  of the  acquisition  of  the  business  by the
               Purchaser  or for any other  reason)  will  cease  supplying  the
               Business  or  may  substantially   reduce  its  supplies  to  the
               Business;
          (b)  no  customer  of the  Business  has,  in the  past  three  years,
               terminated  or  materially  reduced,  or will (as a result of the
               acquisition  of the  Business by the  Purchaser  or for any other
               reason) terminate or materially reduce, its relationship with the
               Business.

6.3  Licences and Consents

     6.3.1 The Vendor has obtained all  necessary  Licences and Consents for the
          proper  carrying  on of the  Business  and is not in  breach of any of
          their terms or conditions.

     6.3.2 Details of  all of the  licences  and  consents  are  set  out in the
          disclosures  and the Vendors knows of no reason why they should not be
          capable of being  transferred or obtained by the Purchaser without the
          necessity for any special arrangement or expense.

6.4  Insurance

     6.4.1 All the Assets of an insurable  nature  are and have at all  material
          times been insured in amounts  representing  the full  replacement  or
          reinstatement  value of them  against  fire and other  risks  normally

<PAGE>


          insured  against by a person carrying on business of the same class as
          the Business.

     6.4.2 All insurances  relating to the Business and the Assets are currently
          in full force and effect and  nothing  has been  deliberately  done or
          omitted to be done which  could make any policy of  insurance  void or
          voidable.

     6.4.3 Subject to any provision in the Completion  Accounts the Debts at the
          date  hereof  will  realise  their  full  face  value  and be good and
          collectable in the ordinary course of business.

6.5  Joint Ventures

     6.5.1 The Vendor:-

          6.5.1.1 is not and  has  not  been a party  to any  joint  venture  or
               consortium or any  partnership  arrangements  or agreement or any
               agreement or arrangement for sharing  commissions or other income
               related to the Business;

          6.5.1.2  does  not  conduct  and  has not  conducted  any  part of the
               Business  through a branch,  agency  or  permanent  establishment
               outside of Hong Kong.

6.6  Agreements concerning the Business

     6.6.1 There have been no arrangements  and understandings  (whether legally
          enforceable or not) between the Vendor and any person who is, directly
          or indirectly,  a shareholder or the beneficial  owner of any interest
          in the  Vendor  or any  company  in which  the  Vendor  is  interested
          relating  to the  management  of the  Business  or  the  ownership  or
          transfer of the  ownership  or the letting of any of the Assets or the
          provision of finance, goods, services or other facilities to or by the
          Vendor or otherwise in any way relating to the Business or the Assets.

     6.6.2 compliance with  the  terms of this  Agreement  does not and will not
          conflict with or result in the breach of any of the terms,  conditions
          or  provisions  of any  agreement or instrument to which the Vendor is
          now a party.

7.   MATERIAL CONTRACTS

The Vendor is not in  relation to the  Business  and/or the Assets a party to or
subject to any legally binding agreement, transaction,  obligation,  commitment,
arrangement or liability  which is material in terms of the trading or financial
position of the Business which:

7.1  is incapable of complete  performance in accordance with its terms within 6
     months after the date on which it was entered into or undertaken or;

<PAGE>


7.2  is known by the  Vendor  to have  been  likely  to  result in a loss to the
     Vendor on completion of performance if the Vendor had not sold the Business
     pursuant to this Agreement or;

7.3  subject to force majeure could not readily be fulfilled or performed by the
     Vendor on time and without undue or unusual expenditure of money and effort
     if the Business was not sold or;

7.4  other  than in  respect of work  carried  out  between  the  exchange  of a
     contract and  completion of that contract is a contract under which payment
     has already been received by the Vendor but which requires the  performance
     of services by the Purchaser after the date of Completion or;

7.5  involves or is likely to involve obligations, restrictions, expenditure, or
     receipts  of an  unusual,  onerous  or  exceptional  nature  and not in the
     ordinary course of the Business or;

7.6  other than normal  leasing  agreements in respect of office  equipment is a
     lease,  loan  agreement  or a contract for hire or rent,  hire  purchase or
     purchase by way of credit sale or periodical payment or;

6.7  involves  or is likely to involve  the supply of services by the Vendor the
     aggregate  value of which will  represent  in excess of 10% of the turnover
     for the last accounting period of the Vendor or;

7.8  will require the Purchaser to pay any commission, finder's fees, royalty or
     similar payment or;

7.9  in any way restricts the Vendor's freedom to carry on the whole or any part
     of the Business in Hong Kong or elsewhere in such manner as it thinks fit.

8.   THE BUSINESS CONTRACTS

8.1  Disclosure of contracts

     The  Business  Contracts,  the  Computer  Software  Licences,  the Customer
     Contracts, the Lease Contracts and the Leases (together referred to in this
     clause  as  "the  Contracts")   constitute  all  the  contracts  and  other
     engagements,  whether  written or oral,  referable to the Business to which
     the Vendor is now a party,  apart from the  contracts of  employment of the
     employees.

8.2  Nature of Contracts

     None of the Contracts :

     8.2.1 is of an unusual, abnormal or onerous nature;

     8.2.2 is for a fixed term of more than six months;

<PAGE>


     8.2.3 is of a long term nature (that it is say incapable of performance  in
          accordance  with its terms  within six months  after the date which it
          was entered into or undertaken);

     8.2.4 is incapable  of  termination  in  accordance  with its  terms by the
          Purchaser on 60 days' notice or less;

     8.2.5 is of a loss making  nature (that is to say known to have been likely
          to result in a loss to the Vendor on completion of  performance if the
          Vendor had not sold the Business);

     8.2.6 is not  capable  of  being  readily  fulfilled  or  performed  by the
          Purchaser on time  without  undue or unusual  expenditure  of money or
          personnel;

     8.2.7 will involve payment by the Purchaser by reference to fluctuations in
          the index of retail prices;

     8.2.8 was entered into in any way  otherwise  than in the normal  course of
          Business.

8.3  The Vendor is not nor (to the best of its  knowledge  and  belief)  will it
     with the lapse of time become:

     8.3.1 in default  under any of the  Contracts  or in  respect  of any other
          obligations  or  restrictions  binding  upon  it in  relation  to  the
          Business nor has it waived any rights or privileges under any of them;

     8.3.2 in default under any  provisions  existing by reason of membership of
          any association or body relating to the Business;

     8.3.3 liable in respect of any  representation or warranty (whether express
          or implied) or matter giving rise to a duty of care on the part of the
          Vendor relating to the Business.

8.4  No threat or claim of  default  under the  Contracts  and/or the Assets has
     been made and is  outstanding  against  the  Vendor  and  there is  nothing
     whereby any of the  Contracts  may be  terminated or rescinded by any other
     party or whereby the terms of them may be worsened or the  Business  and/or
     the Assets  prejudiced as a result of anything done or omitted or permitted
     to be done by the Vendor.

8.5  Neither the Vendor nor any other party to any agreement  with the Vendor is
     in default under such agreement  being a default which would be material in
     the context of the financial or trading  position of the Business or in the
     context  of its  Assets  nor (as far as the  Vendor is aware) are there any
     circumstances likely to give rise to such a default.

8.7  Subject to the  provision  in the  Completion  Accounts  the Vendor has not
     manufactured  or sold  products  which  were or are or will  become  in any
     material  respect  faulty or defective or which did not or do not comply in

<PAGE>

     any material  respect with any warranties or  representations  expressly or
     impliedly  made by the  Vendor  or with  all  applicable  laws  regulations
     standards and requirements.

9.   EMPLOYEES

9.1  Full details in all material  respects  have been supplied to the Purchaser
     and are  annexed as  Schedule/annexure  2 to the  Disclosure  Letter to the
     Purchaser] as to the Transferring Employees' ages, length of service, rates
     of remuneration,  bonus,  commission,  benefits in kind, periods of notice,
     pension and other rights under any retirement  benefits,  life assurance or
     hospital insurance scheme of the Vendor.  Such details will remain true and
     accurate  at  Completion  and the  Vendor  is not  under any legal or moral
     commitment  to  change  or vary any of such  details  and will not prior to
     Completion enter into any such commitment. The information contained in the
     Second Schedule is true and correct in all material respects.  There are no
     stock option or other schemes  either in operation or proposed  whereby any
     of the  Transferring  Employees is or is to be entitled to any shares or to
     any commission or  remuneration  of any sort calculated by reference to the
     turnover profit or sales of the Vendor.

9.2  No liability  has been  incurred by the Vendor and not yet been  discharged
     for  breach of any  contract  of service or  employment  or for  redundancy
     payments or for damages or  compensation  for dismissal or otherwise or for
     failure to comply with any order for  reinstatement or re-engagement of any
     Transferring  Employee  engaged in connection  with the Business or for the
     actual or proposed  termination or suspension of employment or variation of
     any contract of employment of any present or former director or employee of
     the Vendor employed in connection with the Business.

9.3  There are not in existence any  contracts of employment  between the Vendor
     and  any of the  Transferring  Employees  nor  any  consultancy  agreements
     between the Vendor and any of the  Transferring  Employees  which cannot be
     terminated by 3 months' notice or less or (where not reduced in writing) by
     reasonable  notice  without  giving  rise  to  any  claim  for  damages  or
     compensation (other than a statutory redundancy payment or compensation for
     dismissal).  The Vendor has not given nor  received any notice to terminate
     any  contract of  employment  of any of the  Transferring  Employees or any
     other person employed in the Business which expires on or after the date of
     Completion.

9.4  The  Vendor  has not  offered  and will not  prior  to  Completion  offer a
     contract of  employment or for services to any person to be employed in the
     Business or as a consultant to the Business.

9.5  Since  the  Accounting  Date  no  change  has  been  made  in the  rate  of
     remuneration,  emolument,  pension  benefit or other terms of employment of
     any of the employees.

9.6  No current negotiations for any increase in the remuneration or benefits of
     any of the  employees  are  currently or likely within a period of 6 months
     after Completion.

<PAGE>


10.  POWERS OF ATTORNEY

The  Vendor has not given any power of  attorney  or other  authority  (express,
implied or ostensible)  which is still outstanding or effective to any person to
enter into any contract or commitment on its behalf in relation to the Business.

11.  STATUTORY REQUIREMENTS

11.1 At the date of this  Agreement the Vendor is conducting the Business in all
     material respects in accordance with all applicable laws and regulations.

11.2 At the date of this  Agreement  the Vendor is not party to any agreement or
     arrangement  which  infringes or is registrable,  unenforceable  or void or
     which  renders  the Vendor  liable to civil or criminal  proceedings  which
     would have a material adverse effect on the Business

12.  LITIGATION

12.1 All licences,  permits, consents,  registrations,  permission and approvals
     required for  carrying on the  Business now being  carried on by the Vendor
     have been  obtained  and are in full  force  and  effect  and all  reports,
     returns and  information  required by law or as a condition of any licence,
     permit, consent,  registration,  permission or approval to be made or given
     to any person or authority in  connection  with the Business have been made
     or given to the appropriate person or authority and so far as the Vendor is
     aware there is no circumstance  which  indicates that any licence,  permit,
     consent,  registration,  permission or approval is capable of being revoked
     or not renewed.

12.2 The Vendor is not engaged in any  litigation  or  arbitration,  criminal or
     administrative proceeding whether as plaintiff,  defendant or otherwise and
     no such proceedings by or against the Vendor in relation to the Business or
     Assets or in respect of any of its assets has been  threatened or is to the
     best of the Vendor's  knowledge  and belief  pending or expected and to the
     best of the Vendor's  knowledge and belief there is no fact or circumstance
     which could give rise to any such proceedings.

12.3 The Vendor is not a party or subject to the  provisions  of any judgment or
     judicial  order or decree  whether or not contested or subject to appeal in
     relation to the Business.

12.4 The Vendor has not and to the best of the Vendor's  knowledge and belief is
     not alleged to have  committed  of is alleged to be liable for any criminal
     illegal unlawful ultra vires or statutory duty.

13.  INTELLECTUAL PROPERTY

13.1 The Vendor is the beneficial  owner,  registered  proprietor or Licensee of
     the Intellectual Property Rights.

13.2 To the best of the Vendor's knowledge,  information and belief, each of the
     Intellectual Property Rights is valid and enforceable. No act has been done
     or omission  omitted  whereby any of them ceased or might cease to be valid
     or enforceable.


<PAGE>


13.3 The Business does not and is not likely to infringe any patent,  registered
     design,  trademark,  copyright or other intellectual  property right of any
     other person (or would not do so if the same were valid).

13.4 The  Vendor  does not  require  and has not been  granted  any  licence  in
     relation to any Intellectual Property.

13.5 No right has been granted to any person to do anything which would or might
     otherwise infringe any of the Intellectual Property Rights.

13.6 The Vendor has not (except in the normal  course of Business)  disclosed or
     permitted  to be  disclosed  or  undertaken  or arranged to disclose to any
     person  other  than  the  Purchaser  any of its  know-how,  trade  secrets,
     confidential  information,  price lists or lists of  customers or suppliers
     relating to the Business.

14.  PROPERTIES

14.1 Use of Properties

     14.1.1 The Vendor is in  occupation of the  Properties  for the purposes of
          the Business.

     14.1.2 The Vendor does not use or occupy any Properties in connection
            with the Business other than the Properties.

14.2 Encumbrances

         14.2.1   Save  as  specifically  stated  in  Schedule  5  the  Vendor's
                  interest  in  the  Properties  are  free  from  any  mortgage,
                  debenture, charge, lien or other encumbrance.

         14.2.2   The  Properties  are not subject to any  outgoings  other than
                  rent, rates, service charges, management fees, water rates and
                  electricity charges.

         14.2.3   All restrictive covenants to which the leases are subject have
                  been  disclosed  in the  disclosures,  they  have  been  fully
                  observed and performed and any payments in respect of them due
                  and payable have been duly paid.

14.3 Statutory obligations

     14.3.1 The Vendor has complied  with and is complying  with all  applicable
          statutory and bye law requirements with respect to the Properties.

     14.3.2 There is no outstanding and unobserved or unperformed  obligation in
          respect of the  Properties  necessary to comply with the  requirements
          whether formal or informal,  competent authority  exercising statutory
          or delegated powers.

14.4 Adverse order

     14.4.1 There are no  compulsory  purchase  notices,  orders or  resolutions
          affecting the Properties and there are no circumstances likely to lead
          to any being made.

<PAGE>


     14.4.2 There are no closing,  demolition  or clearance  order,  enforcement
          notices or stop  notices  affecting  the  Properties  and there are no
          circumstances likely to lead to any being made.

14.5 Condition of the Properties

     14.5.1 The buildings and other structures on the Properties are in good and
          substantial repair and fit for the purpose for which they are used.

     14.5.2 Each of the Properties enjoys the main services of water,  drainage,
          electricity and gas.

14.6 Additional Leasehold Matters

     14.6.1 The  Vendor  has paid the  rents  and  observed  and  performed  the
          covenants  on the part of the Tenant and the  conditions  contained in
          the Leases and the last  demand (or  receipt  for rent if issued)  was
          unqualified.

     14.6.2 All licences consents and approvals  required from the Landlords and
          any  superior  Landlords  under the Leases have been  obtained and the
          covenants  on  the  part  of the  Tenant  contained  in the  licences,
          consents and approvals have been duly performed and observed.

     14.6.3 There are no rent reviews under the Leases or any superior leases in
          progress.

     14.6.4 There is no outstanding and unobserved or unperformed any obligation
          necessary to comply with any notice or other requirements given by the
          Landlords or any superior  landlords  under the Leases or any superior
          leases.

     14.6.5  There  is no  obligation  to  reinstatement  of the  Properties  by
          removing or dismantling  any  alteration  made to it by the Vendor and
          any predecessor to the Vendor.

15.  MATERIAL INFORMATION

15.1 To the best of the Vendor's knowledge information and belief there is:

     15.1.1 no fact or matter  material to the value of the Assets or materially
          affecting the aggregate value of such Assets; and

     15.1.2 no fact or matter materially affecting the trading of the Business

          which has not been  disclosed to the Purchaser  and the  disclosure of
          which  might   reasonably   be  expected   materially  to  affect  the
          willingness  of the Purchaser to purchase such Assets at the aggregate
          price or the terms upon which the  purchase is made (on the basis that
          the Purchaser  will use such Assets for the purpose of carrying on the
          Business)  and for the  purposes of Clause 14.1 the  aggregate  of any
          claims under this warranty which total less than  HK$78,000  shall not
          be considered material.

<PAGE>


15.2 The  information  contained  in the  recitals  and  the  schedules  to this
     Agreement and the  Disclosure  Letter and all other  information in writing
     given by the Vendor and or the Vendor's  Solicitors in the responses to the
     questionnaire  submitted  by  the  Purchaser's  Solicitors  (including  the
     annotations by the Vendor on such  questionnaire)  and the responses by the
     Vendor's  Solicitors to the Purchaser's  Solicitors  property enquiries was
     when given and will at Completion remain true, complete and accurate in all
     material respects and to the best of its knowledge and belief the Vendor is
     not aware of any fact or matter not in the public domain in relation to the
     Business which renders any such information untrue incomplete inaccurate or
     misleading.

16.  GUARANTEES AND WARRANTIES

The  Vendor  has not given  any  guarantee  indemnity  or  warranty  or made any
representation  in respect of any  Products  or  services  sold or  supplied  or
contracted to be sold or supplied by it or in respect of any other aspect of the
Business save for any guarantee,  indemnity or warranty implied by law and (save
as aforesaid)  has not accepted any  liability or  obligation to service  repair
maintain take back or otherwise do or not do anything in respect of any products
or  services  that would apply  after any such  Products  or services  have been
delivered or supplied by it in connection with the Business.



<PAGE>

                                   SCHEDULE 2

                            (Transferring Employees)

1.       Hong Kong Office

(a)      Joven Lee Raymundo
(b)      John Richmond
(c)      Peter Hallett
(d)      Eddie Chung Ming Fai
(e)      Wan Yeok Seng
(f)      Serman Ma Chui Sing
(g)      Chris Ngow Yen Kong
(h)      Fiana Yam Man Ni

2.       Beijing Office

(a)      Derek Chi Geo Ming
(b)      Alan Zheng Qin Li
(c)      Richard Yan Xu Xin
(d)      Xin Yue
(e)      Tracy Shu Qing



<PAGE>

                                   SCHEDULE 3

                              (Agreed Liabilities)

The Assumed  Liabilities  consist of those known  Liabilities  reflected  in the
accounting records of the Seller to be assumed by the purchaser pursuant to this
Agreement, consisting only of the following:-

(i)               those known and absolute Liabilities reflected in the Acquired
                  Business Balance Sheet,  effected through the operation of the
                  Acquired Business in the ordinary course, and also adjusted to
                  reflect the  cancellation of intercompany  accounts as between
                  the Vendor and any affiliate of Eltrax Systems or the Seller;

(ii)              those known and absolute Liabilities that have arisen (or that
                  arise) and have been  incurred  (or that are  incurred) in the
                  ordinary  course of  business  after  the date of the  Balance
                  Sheet Date and before the date of the  updated  balance  sheet
                  delivered at Closing;

(iii)             those known and absolute Liabilities that have arisen (or that
                  arise) and have been  incurred  (or that are  incurred) in the
                  ordinary  course of  business  between the date of the updated
                  balance sheet delivered at Completion.

                               See attached bundle

<PAGE>

                                   SCHEDULE 4

                                     (Debts)




<PAGE>



                                   SCHEDULE 5


                                (The Properties)

(A)  Office Premises

     (1)  2nd Floor, VIP Commercial Centre,  Nos.116-120  Canton Road,  Kowloon,
          Hong
     Kong

     (2)  No.837,  North Block, Chong Sing Plaza, No.6 Suen Mo Mun Outer Street,
          Beijing

(B)  Residential Premises

     (1)  Flat C, 2nd Floor,  No.12  Observatory  Road  (Front),  Tsim Sha Tsui,
          Kowloon

     (2)  Flat B, 5th Floor,  No.12  Observatory  Road  (Front),  Tsim Sha Tsui,
          Kowloon

     (3)  Flat A, 2nd  Floor,  No.10  Observatory  Road  (Front,  Tsim Sha Tsui,
          Kowloon

     (4)  Flat C, 2nd Floor,  No. 12  Observatory  Road  (Rear),  Tsim Sha Tsui,
          Kowloon



<PAGE>

                                   SCHEDULE 6

                     (Provisions relating to the Properties)

1.       The Properties  are sold for the unexpired  residue of the terms of the
         Leases and at the rents  reserved  and subject to the  covenants on the
         part of the  tenant and the  conditions  which  they  contain  and with
         vacant possession on completion.

2.       Copies of the Leases have been supplied to the  Purchaser,  which shall
         be deemed to purchase with full  knowledge of their  contents and shall
         raise no requisition, enquiry or objection in relation to them.

3.       The  assignments  of the  Leases  shall  be in  consideration  of these
         presents and a covenant on the part of the Purchaser,  as from the date
         of the assignment of the Leases, to pay the rent reserved by the Leases
         and to observe and perform the  covenants on the part of the tenant and
         the  conditions  contained  in the Leases and to  indemnify  the Vendor
         against all claims, demands,  proceedings,  damages, costs and expenses
         arising  out  of or  incidental  to  their  breach,  non-observance  or
         non-performance.

4.1      The Vendor shall use all reasonable  endeavours to obtain, and will pay
         the  incidental  costs for the  Landlords'  Consents and the  Purchaser
         shall   co-operate  in  obtaining   the  licences  by  supplying   such
         information and references as may reasonably be required.

4.2      The Vendor will as soon as  practicable  following  receipt  notify the
         Purchaser in writing of the issue of the Landlords' Consents.

4.3      The Purchaser will offer to covenant  direct with the  Landlords,  with
         effect from the date of the respective  assignments  of the Leases,  to
         pay the rents and observe and perform the  covenants  contained  in the
         Leases.

5.       The following  provisions of this paragraph shall apply with respect to
         the  period  from the  Completion  Date to the dates of the  respective
         assignments  (or to the date of withdrawal of the  Properties  from the
         sale under paragraph 8, as the case may be).

5.1      The Purchaser may enter the  Properties  and occupy them as licensee of
         the Vendor and the Vendor shall hold them upon trust for the  Purchaser
         according to the terms of this Agreement.

5.2      Notwithstanding the capacity of the Purchaser as licensee of the Vendor
         with respect to the  occupation of the office  Properties the Purchaser
         may carry on business on it for its own account.

5.3      The Purchaser shall be responsible  for and if necessary  reimburse the
         Vendor  against all rates,  water rates,  insurance  premiums and other
         outgoings of an annual or recurring nature (apportioned on a day to day
         basis) and also for all gas and electricity consumed on the Properties.

5.4      The  Purchaser  shall pay to the  Vendor  an amount  equal to the rents
         reserved  by the  Leases as and when the rent falls due from the Vendor
         and the Vendor  agrees to pay such rent to the  immediate  Reversioners


<PAGE>

         accordingly  and shall act or conduct  itself in such a manner that the
         covenants  (other than for the  payment of rent and against  alienation
         without  prior  consent)  on the part of the  tenant  contained  in the
         Leases are fully observed and performed and shall  indemnify the Vendor
         against  the  breach,   non-observance  or   non-performance  of  those
         covenants  (excluding  the covenant  against  alienation  without prior
         consent).

5.5      The  Purchaser  shall  bear  all  third  party  public   liability  and
         employer's  liability  risks  attached to the occupation and use of the
         Properties and shall indemnify the Vendor against them.

5.6      The assignment of the Leases shall be completed  within 5 working days
         after the Landlords'  Consents have been obtained.

5.7      If the  Properties  are  withdrawn  from the sale the  Purchaser  shall
         promptly  deliver up vacant  possession of the Properties to the Vendor
         and will cease to be the  Vendor's  licensee and the Vendor shall cease
         to hold the  Properties on trust for the  Purchaser  under the terms of
         this Agreement.

6.       If the Vendor is unable to obtain Landlord's  Consent in respect of any
         of the Properties after using best endeavours so to do the Vendor shall
         not be  obliged  to  apply  to the  Court  for a  declaration  that the
         Landlord's Consent is being unreasonably withheld and the Properties so
         affected  shall be withdrawn from the sale and neither party shall have
         any  claim  against  the  other  in  damages  or for  the  costs  of or
         incidental to the Properties so affected prior to withdrawal.

7.       Until actual completion the Vendor shall pay all rents, service charge,
         insurance  premium and other sums due to the Landlords under the Leases
         and shall keep the  Purchaser  indemnified  from and against all costs,
         claims, damages, liabilities,  expenses or losses arising on account of
         non-payment thereof.

8.       The Vendor shall  indemnify the Purchaser  against the costs of and all
         claims liabilities and expenses arising in relation to the carrying out
         of any  works  or  other  repairs  under  the  Leases  to  ensure  full
         compliance with the tenants'  repairing  obligations up to an amount of
         HK$100,000  identified  by the Landlord  following an  inspection to be
         made by the  Landlord  which the Vendor and  Purchaser  shall use their
         best endeavours to ensure occurs as soon as practically  possible after
         the Completion Date.



<PAGE>



 EXECUTED by                                )
for and on behalf of ELTRAX SYSTEMS         )
PTY LIMITED in the presence                 )
of:-                                        )


EXECUTED by                                 )
for and on behalf of AREMISSOFT (HK)        )
CORPORATION LIMITED                         )
in the presence of:-                        )


EXECUTED by                                 )
for and on behalf of VERSO                  )
TECHNOLOGIES, INC in the                    )
presence of:-                               )


EXECUTED by                                 )
for and on behalf of ELTRAX                 )
SYSTEMS INC in the presence of:-            )




EXECUTED by                                 )
For and on behalf of AREMISSOFT             )
CORPORATION in the presence of:-            )