AGREEMENT FOR THE PURCHASE
                               AND SALE OF ASSETS

                                     Between

          AremisSoft Norway AS, a Norwegian company (reg.no 982435366),
                                  as Purchaser,
       Eltrax Scandinavia AS , a Norwegian corporation(reg.no 944615628),
                                    as Seller


     A  Head  Agreement  for  the  Purchase  and  Sale  of  Assets  (the  " Head
Agreement")  is made  this 13 day of  October,  2000,  by and  among  AremisSoft
Corporation ("ASC"), a Delaware  corporation,  Verso Technology Inc, a Minnesota
corporation  (oVTIo),  and Eltrax Hospitality Group, Inc., a Georgia corporation
(oEHGIo),  and  provides for ASC to acquire  substantially  all of the assets of
EHGI, subject to the liabilities assumed in the Head Agreement by the ASC and no
other liabilities.

     This Agreement (the  "Agreement")  is made this 13 day of October,  2000 to
facilitate the need for a separate agreement  regarding the sale and purchase of
the assets belonging to VTI's Norwegian  subsidiary  Eltrax  Scandinavia AS (the
"Seller"), by AremisSoft Norway AS (the "Purchaser"). The Agreement shall not in
any regard be  interpreted  with the  consequence  that the  parties to the Head
Agreement's  rights or duties under the Head  Agreement  are altered or amended.
All  references  to dollars in this  Agreement  refer to United  States  dollars
unless otherwise specified.

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

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

<PAGE>


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

                                    ARTICLE I
                                   DEFINITIONS

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

     1.1 [omitted]

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

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

     1.4 Acquired  Business  Balance  Sheet: The balance  sheet as of August 31,
2000.

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

<PAGE>

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

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

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

     1.9 Assumed Liabilities:  The known and absolute  Liabilities  reflected on
the books and records of the Seller to be assumed by the  Purchaser  pursuant to
this  Agreement,  as  specifically  identified  in Section  1.9 to the  Acquired
Business Disclosure, and no other Liabilities.


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

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

     1.12 Closing Date:  The date on which the Closing  actually  occurs,  which
shall be October 18, 2000, unless otherwise agreed by the parties, but shall not
in any event be prior to satisfaction or waiver of the conditions to Closing set
forth in Article VIII hereof.

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

     1.14 [omitted]

     1.15. [omitted]

     1.16 Consideration: The net sum of $ 235.000 to be paid by the Purchaser to
the Seller at the Closing for the Acquired Assets

<PAGE>


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

     1.18 Counsel to the Seller,  Thommessen  Krefting Greve & Lund, Haakon VIIs
gate 10, Postboks 1484 Vika, 0116 Oslo.

     1.19  Counsel to the  Purchaser:  Vogt & Co DA,  Box 1503,  Vika 0117 Oslo,
Norway

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

     1.21 [omitted]

     1.22 [omitted]

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

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

     1.25 [Omitted]

     1.26  Intellectual  Property:  All Software  Products  (including,  but not
limited to all versions, renewals,  modifications and extensions of any Software
Product),  patents,  patent  applications,  trade and service  marks,  trade and
service mark  registrations,  trade names,  copyrights,  licenses,  sublicenses,
inventions, trade secrets,  technology,  know-how, domain names, customer lists,
prospect lists and other similar intangible property.

     1.27 Inventories: The stock of raw materials,  work-in-process and finished
goods, including but not limited to finished goods purchased for resale, held by
the Seller for manufacturing,  assembly, processing,  finishing, sale, or resale
to  others,  from time to time in the  ordinary  course of the  business  of the

<PAGE>


Seller  in  the  form  in  which  such   inventories  then  are  held  or  after
manufacturing, assembling, finishing, processing, incorporating with other goods
or items, refining, or the like.

     1.28 [omitted]

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

     1.30 [omitted]

     1.31 [omitted]

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

     1.33 [omitted]

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

     1.35 [omitted]

     1.36 [omitted]

     1.37 Pension Plan: A "pension plan" or "employee pension benefit plan".

     1.38 [omitted]

     1.39 [omitted]

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

<PAGE>


     1.41 Purchaser: AremisSoft Norway AS, a Norwegian Company with registration
number 982435366.

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

     1.43. [omitted]

     1.44 [omitted]

     1.45 Software Products: Any instruction or instructions,  in source-code or
object code format,  for  controlling  the operation of any computer  processing
unit together with all user  documentation  related thereto.  Software  Products
include, but are not limited to, the applications  identified on Section 1.2(IV)
to the Acquired Business Disclosure Document.

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

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

     1.48  Unaudited  Financial  Statements:  The balance sheet as at August 31,
2000, the balance sheet as at December 31, 1999, , the income  statement for the
period ended December 31, 1999 and the related notes provided therewith, for the
Acquired  Business,   excluded  therefrom  the  Excluded  Assets,   prepared  in
accordance with GAAP, statement of stockholdersss. equity, and statement of cash
flows or, in each instance,  equivalent statements as commonly preparedd for the
twelve months ended  December 31, 1999,  for the Acquired  Business  prepared in
accordance with GAAP.

     1.49 Welfare Plan: A "welfare plan" or an "employee welfare benefit plan".

<PAGE>

                                   ARTICLE II
                                 THE TRANSACTION

     2.1 The Transaction.  On the Closing Date, and at the Closing Time, subject
in all instances to each of the terms,  conditions,  provisions and  limitations
contained in this Agreement, the Seller shall sell, transfer, convey, and assign
to the Purchaser,  by instruments reasonably  satisfactory in form and substance
to the  Purchaser  and its counsel,  and the  Purchaser  shall  acquire from the
Seller, the Acquired Assets, and shall assume the Assumed Liabilities,  and only
those Liabilities and no others, in exchange for the  Consideration.  The Seller
represents  that the  Acquired  Assets  included in  Section1.2  of the Acquired
Business  Disclosure  Document are all the assets  reasonably  necessary for the
conduct of the Acquired  Business in the  ordinary  course in the same manner as
that in which such business has been conducted in the immediate past, including,
without limitation,  all Proprietary Rights,  Software Products and Intellectual
Property used in the ordinary conduct of the Acquired Business and all contract,
warranty,  and  other  intangible  rights  relating  to or  arising  out of such
Acquired Business.  Neither the Purchaser nor any of its Affiliates is assuming,
becoming liable for,  agreeing to discharge or in any manner becoming in any way
responsible  for any of the  Liabilities  of the Seller  other than the  Assumed
Liabilities.  Purchaser  hereby  agrees to pay,  perform or discharge all of the
Assumed  Liabilities.  The Seller hereby  represents that, prior to the Closing,
neither  EHGI nor any  Affiliate of EHGI other than VTI and the Seller holds any
right,  title  or  interest  to the  Acquired  Assets  and  there  are no  other
agreements,  understandings,  or arrangements which, as of or after the Closing,
would materially adversely effect the Acquired Assets and the Acquired Business,
the  ability of the  Seller to sell,  transfer,  convey and assign the  Acquired
Assets and the Acquired Business to the Purchaser or result in the assumption of
any Liabilities by the Purchaser other than the Assumed Liabilities.

     2.2 Manner of Payment.  Payment of the Consideration by the Purchaser shall
be made in immediately available funds by wire transfer of federal funds to such
account or accounts of the Seller as shall have been adequately described to the
Purchaser in writing not less than three Business Days prior to the Closing.

     2.3  Closing.  The Closing  hereunder  shall take place at such place as is
agreed by the parties.


                                   ARTICLE III
                                    [OMITTED]


<PAGE>

                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

             Purchaser hereby represents and warrants to the Seller:

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

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

     4.3 Absence of Breach; No Consents. The execution, delivery and performance
of this Agreement, and the performance by Purchaser of its obligations hereunder
do not conflict  with, and will not result in a breach of, any of the provisions
of the Certificate of Incorporation  or Bylaws of Purchaser;  (2) contravene any
law, rule or  regulation of the  applicable  jurisdiction,  or any order,  writ,
judgment, injunction, decree, determination,  or award affecting or binding upon
the Purchaser or any of its Subsidiaries, in such a manner as to provide a basis
for  enjoining or otherwise  preventing  consummation  of the  Transaction;  (3)
conflict  with or result in a material  breach of or default  under any material
indenture  or loan or  credit  agreement  or any  other  material  agreement  or
instrument to which  Purchaser or any of its  Subsidiaries is a party, in such a
manner as to provide a basis of enjoining or otherwise  preventing  consummation
of the  Transaction;  or (4) require  the  authorization,  consent,  approval or
license of any third  party of such a nature that the failure to obtain the same
would provide a basis for enjoining or otherwise preventing  consummation of the
Transaction.

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


<PAGE>

                                    ARTICLE V
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

     The Seller represents and warrants to the Purchaser as follows:

     5.1  Organization  and  Qualification.  The  Seller is a  corporation  duly
organized,  validly existing,  and in good standing under the laws of Norway and
has the requisite  corporate  power and authority to carry on its business as it
is now being conducted.

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

     5.3  Absence  of  Breach;  No  Consents.  4 The  execution,  delivery,  and
performance of this Agreement by the Seller,  and the  performance by the Seller
of its  obligations  hereunder,  do not, except as identified on Schedule 5.3 of
the Acquired  Business  Disclosure  Document,  (1) conflict  with or result in a
breach of any of the  provisions of the Articles of  Incorporation  or Bylaws of
the Seller;  (2)  contravene  any law,  ordinance,  rule,  or  regulation of any
applicable  jurisdiction , or contravene any order, writ, judgment,  injunction,
decree,  determination,  or  award  of  any  court  or  other  authority  having
jurisdiction  over, or cause the suspension or revocation of any  authorization,
consent,  approval, or license, presently in effect, which affects or binds, the
Seller or all or any part of the Acquired Business or any material properties of
the  Acquired  Business,  except  in any such  case  where  such  contravention,
suspension  or  revocation  will  not  have a  material  adverse  effect  on the
business,  condition  (financial or  otherwise),  operations or prospects of the
Acquired Business and will not have a material adverse effect on the validity of
this Agreement or on the validity of the  consummation of the  Transaction;  (3)
conflict  with or result in a material  breach of or default  under any material
indenture  or loan or  credit  agreement  or any  other  material  agreement  or
instrument  to which  the  Seller  is a party or by  which  any of the  material
properties  of the Acquired  Business may be affected or bound;  (4) require the
authorization,  consent,  approval,  or license of any third  party,  except for
those the failure of which to obtain would not  reasonably be expected to have a
material adverse effect on the Acquired  Business or the Acquired Assets; or (5)
constitute grounds for the loss or suspension of any permits, licenses, or other
authorizations used in the Acquired Business.

     5.4 Brokers.  No broker,  finder,  or investment  banker is entitled to any
brokerage,  finders,  or other  fee or  commission  in  connection  with this
Agreement  or  the  Transaction  or  any  related  transaction  based  upon  any

<PAGE>


agreements,  written or oral,  made by or on behalf of VTI,  EHGI or the Seller.
The Seller  does not have any  obligation  to pay  finders  or  brokers  fees or
commissions  in connection  with the exercise of options to renew or extend real
estate leases to which the Seller is a party.

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

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

     All of the historical financial statements contained in such documents were
prepared  from the books and  records of the  Seller.  The  Unaudited  Financial
Statements  were prepared in  accordance  with GAAP,  and fairly and  accurately
reflect the  financial  position and condition of the Seller as of the dates and
for the periods indicated subject to normal year-end adjustments and the absence
of  footnotes.  Without  limiting the  foregoing,  as of the  Acquired  Business
Balance  Sheet,  the Seller owned each of the assets  included in preparation of
the Acquired  Business  Balance  Sheet,  and the valuation of such assets in the
Acquired  Business Balance Sheet is not more than their net realizable value (on
an item by item basis) as of that date;  and had no  Liabilities  required to be
included in the Acquired  Business  Balance  Sheet in  accordance  with GAAP for
which the Acquired Business or any part of the Acquired Assets is responsible or
liable,  other than those included in the Acquired  Business  Balance Sheet, nor
any Liabilities  required to be included in the Acquired  Business Balance Sheet
in accordance with GAAP in amounts in excess of the amounts included for them in
the Acquired  Business  Balance Sheet.  From the date hereof through the Closing
Date the Seller will continue to prepare  financial  statements for the Acquired
Business  on the same  basis that they have done so in the past,  will  promptly
deliver the same to the  Purchaser,  and agree that from and after such delivery
the foregoing  representations will be applicable to each financial statement so
prepared and delivered.

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

     (1) No Undisclosed  Liabilities.  The Seller has no Liabilities relating to
or affecting the Acquired  Business or the Acquired Assets which are not, to the
extent required by GAAP, adequately reflected or reserved against on the face of
the Acquired Business Balance Sheet, except Liabilities  incurred since the date
of the Acquired Business Balance Sheet in the ordinary course of business of the

<PAGE>


Acquired  Business  and  consistent  with past  practice.  Without  limiting the
foregoing,  (a) there are no leasehold  improvements  currently due and owing at
any of the Acquired  Facilities  for which the  Acquired  Business is or will be
responsible,  and (b) there are no  deferred  rents  due to  lessors  at or with
respect  to any of such  Acquired  Facilities,  and (c)  the  Acquired  Business
Disclosure  Document  sets  forth,  as a  part  thereof,  each  Liability  of or
affecting the Acquired Business or the Acquired Assets in an amount in excess of
$10,000 and each person to whom the aggregate  amount of such  Liabilities is in
excess of $10,000.

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

<PAGE>

     (3) Taxes. The Seller has properly filed or caused to be filed (or obtained
proper extensions in respect of) all income and other tax returns,  reports, and
declarations  that are required by  applicable  law to be filed by them and that
relate to or in any way affect the  Acquired  Business  or the  Acquired  Assets
except for those the  failure of which to file would not have an adverse  effect
on the Acquired  Business or the Acquired Assets,  and have paid, or will pay at
or prior to the Closing,  all income and other taxes properly due (including any
amounts  deferred  as a result of an  extension  or  otherwise)  for the periods
covered by such returns, reports, and declarations.

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

     (5)  Employees,  Etc.  There are no collective  bargaining,  bonus,  profit
sharing,   compensation,   or  other  plans,   agreements,   trusts,  funds,  or
arrangements maintained by the Seller for the benefit of directors,  officers or
employees  of, or whose  principal  responsibilities  relate  to,  the  Acquired
Business, and there are no employment, consulting, severance, or indemnification
arrangements,  agreements, or understandings between the Seller, and any current
or former directors,  officers or other employees (or Affiliates thereof) of, or
whose principal  responsibilities relate to, the Acquired Business, on the other
hand, except as identified in the Acquired Business  Disclosure Document Section
5.6  (5) and  Schedule  5.6  (5).  The  Acquired  Business  Disclosure  Document
identifies all employees and their salary.  The Seller is not, and following the
Closing  will not be,  bound by any express or implied  contract or agreement to
employ,  directly or as a consultant or  otherwise,  any person for any specific
period of time or until any specific age except as  specified in  agreements  in
writing  identified  in the Acquired  Business  Disclosure  Document or executed
pursuant to the provisions hereof.

     (6) Compliance  With Laws.  The Acquired  Business and each of the Acquired
Assets is in  substantial  compliance  with all,  and the Seller has received no
notice  of  any  violation  of  any,  laws  or  regulations  applicable  to  its
operations,  including, without limitation, the laws and regulations relevant to
the use or  utilization  of premises,  or with respect to which  compliance is a
condition of engaging in any aspect of the  business of the  Acquired  Business,
except to the extent the failure of which any of the  foregoing to be true would

<PAGE>


not have a material  adverse  effect on the  Acquired  Business or the  Acquired
Assets.  The Acquired  Business has all permits,  licenses,  zoning rights,  and
other governmental authorizations necessary to conduct its business as presently
conducted, except to the extent the failure of the Acquired Business to have any
of the foregoing would not have a material adverse effect.

     (7)  Ownership  of Assets.  The Seller has (or as of the Closing will have)
good,  marketable  and  insurable  title,  or valid,  effective  and  continuing
leasehold  rights in the case of leased  property,  to all real  property (as to
which, in the case of owned property, such title is fee simple) and all personal
property owned or leased by it and  comprising a part of the Acquired  Assets or
the Acquired Business,  or used by it in the conduct of the Acquired Business in
such a manner as to create the  appearance or reasonable  expectations  that the
same is owned or leased by it; such  ownership  is, or at the  Closing  will be,
except  as  identified  on  Section  1.2 of  the  Acquired  Business  Disclosure
Document, free and clear of all liens, claims,  encumbrances and charges, except
liens for taxes not yet due and minor  imperfections of title and  encumbrances,
if any, which, singularly or in the aggregate, are not substantial in amount and
do not  materially-detract  from the value of the  property  subject  thereto or
materially impair the use thereof;  no other person has any ownership or similar
right in, or  contractual  or other  right to acquire  any such right in, any of
such assets; and such ownership will be conveyed to the Purchaser at the Closing
pursuant to the  Transaction.  The Seller do not know of any potential action by
any party,  governmental or other,  and no proceedings with respect thereto have
been instituted of which the Seller has notice, that would materially affect the
Seller's  ability to use and to utilize  each of such assets in the  business of
the Acquired Business.  The seller has not received any default notices from any
mortgagee  regarding  any leased  properties  of the  Acquired  Business  or any
leasehold interests which comprise any part of the Acquired Assets. Schedule 5.6
(7) of the Acquired Business  Disclosure Document contains a reasonably detailed
listing, as of the date specified therein, of all Acquired Assets including, but
not limited to, (a) accounts  receivable  as provided in clause (13) below,  (b)
miscellaneous  current  assets in excess of  $10,000,  (c)  prepaid  expenses in
excess of $10,000,  (d)  Software  Products,  (e) real  property,  and (f) gross
aggregate additions for each of the past four years by location of (i) buildings
and improvements, (ii) leasehold improvements, and (iii) automobiles and trucks.

     (8) Proprietary Rights,  Software Products and Intellectual  Property.  The
Seller  possesses  full  ownership  of, or adequate  and  enforceable  exclusive
long-term  licenses or other  exclusive  rights to use  (without  payment),  all
Proprietary  Rights,  Software  Products and  Intellectual  Property used in the
Acquired  Business or utilized in connection with the Acquired  Assets,  and all
such  ownership,  license or other rights shall be conveyed to the  Purchaser at
the Closing pursuant to the Transaction;  the Seller has not received any notice
of conflict  which  asserts the rights of others with respect  thereto;  and the
Seller has, in all material respects,  performed all of the obligations required

<PAGE>


to be performed by it, and is not in default in any material respect,  under any
agreement  relating  to any  such  Proprietary  Rights,  Software  Products  and
Intellectual Property.

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

     (10)  Subsidiaries,  Etc. The Seller is not a partner of or joint  venturer
with any other person or Entity in relation to any of the Acquired Assets or any
portion of the Acquired Business.

     (11) Employee Benefit Plans.

          (a)  The Seller  maintains  and  contributes  to a Pension  Plan.  The
               Seller does not maintain or contribute to any Welfare Plan.

          (b)  The Pension Plan of the Seller covering employees of the Acquired
               Business or employees of the Seller  whose  principal  activities
               relate  to  the  Acquired  Business,  has  been  administered  in
               substantial compliance with its terms and applicable laws.

          (c)  With  respect  to the  Pension  Plan  covering  employees  of the
               Acquired  Business or  employees  of the Seller  whose  principal
               activities relate to the Acquired Business, (i) there is no fact,
               including,  without limitation, any Reportable Event, that exists
               that would  constitute  grounds for termination of such Plan. and
               there is no material  Accumulated Funding Deficiency with respect
               to any Pension Plan, whether or not waived.

          (d)  [omitted]

          (e)  [omitted]

          (f)  No Welfare Plan affecting  employees of the Acquired  Business or
               employees of the Seller whose principal  activities relate to the
               Acquired Business is funded with a trust or other funding vehicle
               other than insurance policies.

     (12) Facilities. To the Seller's knowledge, the Acquired Facilities are (as
to physical  plant and  structure)  structurally  sound and none of the Acquired

<PAGE>


Facilities,  nor any of the  vehicles or other  equipment  used by the seller in
connection with the Acquired  Business has any material  defects and all of them
are in all  material  respects in good  operating  condition  and repair and are
adequate for the uses to which they are being  utilized;  none of such  Acquired
Facilities,  vehicles or other  equipment is in need of  maintenance  or repairs
except for  ordinary,  routine  maintenance  and repairs  (normal  wear and tear
excepted)  which are not  material  in nature or cost.  The seller is not in any
material  breach,  violation  or default  of any lease  affecting  the  Acquired
Business or the Acquired  Assets with  respect to, or as a result of which,  the
other party, whether lessor,  lessee,  sublessor,  or sublessee thereto, has the
right to terminate the same and the Seller has not received  notice of any claim
or assertion that it is or may be in any such breach, violation or default.

     (13) Accounts Receivable. All accounts receivable of the Seller, whether or
not reflected in the Acquired  Business Balance Sheet represent  transactions in
the ordinary  course of business,  and are current and  collectible,  net of any
reserves  shown on such  Balance  Sheet  (which  reserves  are adequate and were
calculated consistent with past practice). As of the date specified therein, the
Acquired Business Disclosure Document  specifically  identifies (a) the aging of
Receivables, (b) each Receivable in excess of $10,000, (c) each Receivable in an
amount  in excess  of  $5,000  that is more than 90 days past due,  and (d) each
Receivable  from a person or Entity from whom the aggregate of such  Receivables
exceeds $10,000.

     (14) Inventories.  All Inventories of the Seller,  whether or not reflected
in the Acquired  Business  Balance Sheet are of quality and quantity  usable and
saleable in the ordinary  course of business except for obsolete items and items
of  below-standard  quality,  all of which, in the aggregate,  are immaterial in
amount.  Items  included  in such  Inventories  are  carried on the books of the
Seller,  and are valued on the Acquired  Business Balance Sheet, at the lower of
cost or market  and,  in any event,  at not  greater  than their net  realizable
value,  on an item by item  basis,  after  appropriate  deduction  for  costs of
completion, marketing costs, transportation expense and allocation of overhead.

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

<PAGE>


Agreement of less than $10,000.  Without in any respect  limiting the foregoing,
the Acquired Business  Disclosure Document contains a reference to all leases of
properties included in the Acquired Assets or utilized by the Acquired Business,
including all amendments,  supplements,  extensions and  modifications  thereof,
identifying,  inter  alia,  the date each such  document  was  executed  and its
effective period. The Seller is not a party to any executory contract to sell or
transfer any part of any leasehold  interest  included in the Acquired Assets or
utilized by the Acquired Business.  True and accurate copies of all such leases,
and of all amendments,  supplements,  extensions and modifications thereof, have
heretofore been delivered to the Purchaser by the Seller.

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

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

     (18) [omitted]

     (19) Title to and Utilization of Real Properties and Leasehold Estates.
 Except as disclosed in the Acquired Business  Disclosure  Document,  the Seller
 owns or is a valid  leasehold  interest in, all real  property  included in the
 Acquired  Assets and has the unbridled  right to use the same, and is not aware
 of any claim, notice or threat to the effect that its right to own and use such
 property is subject in any way to any  challenge,  claim,  assertion of rights,
 proceedings  toward  condemnation or  confiscation,  in whole or in part, or is
 otherwise subject to challenge.  Each parcel of real property the ownership of,
 or leasehold  interest in, which is included among the Acquired  Assets is free
 of  any  and  all  hazardous  wastes,  toxic  substances,  or  other  types  of
 contamination  or  matters  of  environmental  concerns,  and the Seller is not
 subject  to any  Liability  resulting  from  or  related  to any  such  wastes,
 substances,  contaminants,  or matters of  environmental  concern in connection
 with any such property.

<PAGE>


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

     5.8 Actions Since  Balance Sheet Date.  Except as set forth on the Acquired
Business  Disclosure  Document,  since the date of the Acquired Business Balance
Sheet,  the Seller has not taken any actions that would be prohibited  under the
provisions of this Agreement (without the prior consent of the Purchaser ) after
the date of this Agreement.

                                   ARTICLE VI
                           COVENANTS OF THE PURCHASER

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

     6.2 Co-operation. The Purchaser shall reasonably co-operate with the Seller
and its  counsel,  accountants  and  agents  in every  way in  carrying  out the
Transactions   contemplated   herein,   and  in  delivering  all  documents  and
instruments deemed reasonably necessary or useful by the Seller.

     6.3 [omitted]

     6.4. [omitted]

     6.5  Offers of  Employment.  Subject  to the terms and  conditions  of this
Agreement,  promptly after the Closing,  the Purchaser shall offer employment to
the employees set forth in Acquired Business Disclosure Document Section 5.6 (5)
and Schedule 5.6.(5), on terms and conditions acceptable to Purchaser. Purchaser
shall not be liable for any  liabilities  associated  with any  employee  of the
Acquired  Business   terminated  by  the  Seller.  The  Purchaser  shall  assume
responsibility  for all  compensation  for the  employees  indicated in Acquired
Business  Disclosure Document Section 5.6 (5) and Schedule 5.6.(5) accrued prior

<PAGE>


to the Closing to the extent consistent with the historical payroll practices of
the Seller and the  Acquired  Business.  Other than the  employees  indicated on
Acquired Business Disclosure Document Section 5.6 (5) and Schedule 5.6.(5),  the
Purchaser  shall not assume  responsibility  for any  scheduled  or  unscheduled
payroll  payments  due  employees  of the  Acquired  Business  for  any  form of
compensation  which may be accrued by such employees  prior to the Closing.  The
Purchaser is,  according to the Norwegian Act relating to worker  protection and
working  environment  etc. Chapter XII A, obliged to employ all employees of the
Seller on the same terms and conditions as in their current employment contracts
with the Seller.

                                   ARTICLE VII
                             COVENANTS OF THE SELLER

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

     7.2 [omitted]

     7.3 Competition. The Seller will not compete with the acquired business for
a period of five yearsfrom the date of this agreement.

     7.4 Access and Information. The Seller shall afford to the Purchaser and to
the Purchaserss.s  accountants,  counsel, and other  representatives  reasonable
access during normal  business hours  throughout the period prior to the Closing
to all of its and its Subsidiaries  properties,  books, contracts,  commitments,
records (including,  but not limited to, tax returns), and personnel relating to
the Acquired  Assets or the Acquired  Business  and,  during such period,  shall
furnish promptly to the Purchaser

          (1) all written communications to its directors or to its shareholders
     generally relating to the Acquired Assets or the Acquired Business,

          (2) internal  monthly  financial  statements of the Acquired  Business
     when and as available, and

<PAGE>


          (3) all  other  information  relating  to the  Acquired  Assets or the
     Acquired  Business  as  the  Purchaser  may  reasonably  request,   but  no
     investigation pursuant to this Section 7.4 shall affect any representations
     or  warranties  of  VTI,  EHGI  or the  Seller,  or the  conditions  to the
     obligations  of the Purchaser to consummate  the  Transaction  contained in
     this  Agreement.  In the event of the  termination of this  Agreement,  the
     Purchaser  will,  and will cause its  accountants,  counsel,  employees and
     other representatives to,

          (i) deliver to the Seller or destroy all documents,  work papers,  and
         other material and information,  and all copies thereof, obtained by it
         or on its behalf from, or pursuant to the direction of, the Seller as a
         result of this Agreement or in connection herewith, whether so obtained
         before or after the execution hereof,

         (ii) will hold in confidence  all  confidential  information  that has
         been  designated as such by the Seller in writing or by appropriate and
         obvious notation, and

         (iii) not use any such confidential  information  except in connection
         with the  Transaction,  until such time as such  information  otherwise
         becomes  publically  available  through  no fault of  Purchaser  or its
         accountants,  counsel,  employees and other representatives.  Purchaser
         and its  representatives  shall assert  their rights  hereunder in such
         manner as to minimize interference with the business of the Seller.

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

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



<PAGE>

     (1) The Acquired Business,  and the other businesses that relate to, use or
affect the Acquired  Assets,  if any, will be conducted only in the ordinary and
usual  course,  the  Seller  shall use  reasonable  efforts  to keep  intact the
business organization and good will of the Acquired Business, keep available the
services of the  employees of the Acquired  Business and of the employees of the
Seller whose principal  activities  relate to the Acquired Business and maintain
relationships, in a manner reasonably consistent with historical practices, with
suppliers,  lenders, creditors,  distributors,  employees,  customers and others
having business or financial  relationships with the Acquired  Business,  and it
shall  immediately  notify the Purchaser of any event or occurrence or emergency
material  to and not in the  ordinary  and usual  course  of  business  of,  the
Acquired  Business or affecting any material part of the Acquired Assets, or any
of its Subsidiaries.

     (2) [omitted]

     (3) [omitted]

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

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

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

<PAGE>


     (7) The Seller shall no enter into,  or  terminate,  any material  contact,
agreement,  commitment,  or understanding  relating to or affecting the Acquired
Assets or the Acquired Business.

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

     (9) The Seller will  continue to properly  and  promptly  file when due (or
obtain proper extensions with respect to) all federal,  state,  local,  foreign,
and other tax  returns,  reports,  and  declarations  required to be filed by it
relating to the Acquired  Assets or the Acquired  Business,  and will pay, at or
prior to the Closing,  all taxes and  governmental  charges due  (including  any
amounts deferred as a result of an extension or otherwise) from or payable by it
relating to the Acquired Assets or the Acquired Business.

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

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

     7.7 Co-operation.  The Seller will reasonably co-operate with the Purchaser
and its  counsel,  accountants,  and  agents  in every way in  carrying  out the
transactions  contemplated by this Agreement and in delivering all documents and
instruments deemed reasonably necessary or useful by the Purchaser.

     7.8 Expenses. Whether or not the transaction is consummated,  all costs and
expenses  incurred  by the  seller in  connection  with this  Agreement  and the
Transaction shall be paid by the Seller except as otherwise  provided  (directly
or indirectly) herein.

     7.9 [omitted]

     7.10  Updating  the  Exhibits and  Disclosure  Documents.  The Seller shall
notify the  Purchaser  of any changes  additions,  or events which may cause any
change in or  addition  to the  Acquired  Business  Disclosure  Document  or any
Schedules  delivered by them under this Agreement  promptly after the occurrence
of the same and again at the Closing by delivery of  appropriate  updates to the
Acquired  Business  Disclosure  Document  and to all  such  Schedules.  No  such
notification made pursuant to this Section shall be deemed to cure any breach of

<PAGE>


any  representation  or warranty  made in this  Agreement  unless the  Purchaser
specifically  agrees  hereto  in  writing  nor shall  any such  notification  be
considered  to  constitute  or give  rise to a waiver  by the  Purchaser  of any
condition set forth in this Agreement.

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

                                  ARTICLE VIII
                              CONDITIONS TO CLOSING


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

          (1) [omitted]

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

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

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

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

<PAGE>


          (6) [omitted]

          (7) [omitted]

          (8) Purchaser shall have received from each lessor or lessee with whom
     the Seller has a material (as reasonably  determined by Purchaser) lease of
     real property,  which lease or real property comprises part of the Acquired
     Assets,  certificates  reasonably satisfactory in form and substance to the
     Purchaser and its counsel as to the continuing  validity of such leases and
     the absence of any basis for the termination thereof.

          (9 )The Purchaser  shall have received a confirmation  from the Seller
     that  all  accounts  in the  name of the  Seller  other  than  one  account
     containing no money will be assigned to the Purchaser immediately after the
     Closing.

          (10) [Omitted]

          (11) [Omitted]


          (12) [omitted]

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

          (1) [omitted]

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

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

<PAGE>


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

          (5) [omitted]

          (6) [omitted]

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

                                   (ARTICLE IX
                         TERMINATION, AMENDMENT, WAIVER

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

          (1) By mutual consent of the Purchaser and the Seller;

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

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

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

     9.3 Waiver.  At any time prior to the Closing  Date,  the  Purchaser or the
Seller, by action taken by their respective Boards of Directors,  may, but shall
not be  obligated  to,  (1) extend  the time for the  performance  of any of the
obligations  or  other  acts  of  the  other  parties  hereto,   (2)  waive  any

<PAGE>


inaccuracies in the  representations  and warranties  contained herein or in any
document  delivered  pursuant  hereto,  or (3) waive  compliance with any of the
agreements or conditions  contained herein. Any agreement on the part of a party
hereto to any such  extension  or waiver  shall be valid only if set forth in an
instrument in writing signed on behalf of such party.

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

                                    ARTICLE X
                                    INDEMNITY

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

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

     (2) any  breach  or  failure  of the  Seller to  perform  any  covenant  or
agreement  required to be performed by the Seller  pursuant to this Agreement or
any of the Attendant Documents;

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

     10.2  Indemnification of the Seller.  Purchaser hereby agrees to indemnify,
defend and hold harmless,  the Seller and their respective officers,  directors,
shareholders,  managers,  members, employees,  independent contractors,  agents,

<PAGE>


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

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

     (2) any breach or failure of the  Purchaser  to  perform  any  covenant  or
agreement  required to be performed by the Purchaser  pursuant to this Agreement
or any of the Attendant Documents;

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

     10.3 Remedies Not Exclusive.  The Purchaser  Parties and the Seller Parties
shall be  entitled  to  exercise  and  resort to all  rights  and  remedies  for
misrepresentation  or breach as are  afforded  at law or in  equity,  including,
without  limitation,  rescission,  specific  performance,  actions for  damages,
adjustment  to the  purchase  price or such other  remedies and relief as may be
afforded under this Agreement or by a court of competent  jurisdiction.  Neither
the  existence or exercise of any specific  remedies is intended to be exclusive
or impair or otherwise  adversely  affect in any manner  whatsoever  any rights,
remedies or relief otherwise available, and each and every right and remedy will
be cumulative  and in addition to every other right and remedy  provided in this
Agreement or by law.

     10.4  Procedures.  If any proceedings are instituted or any claim or demand
is asserted by any person not a party to this  Agreement in respect of which any
of the Purchaser Parties or the Seller Parties may seek indemnification pursuant
to this Section 10, the  indemnified  party shall  promptly cause written notice
(the  "Notice")  of the  assertion of any such claim or demand to be made to the
indemnifying party; provided, however, that the failure of the indemnified party
to  give  prompt  Notice  shall  not  relieve  the  indemnifying  party  of  its
obligations  hereunder unless,  and only to the extent that, such failure caused
the damages for which the  indemnifying  party is  obligated  to be greater than
they would have been had the  indemnified  party  given the  indemnifying  party
prompt Notice hereunder.  Except as otherwise  provided herein, the indemnifying
party  shall have the  right,  at its option  and  expense,  to defend  against,
negotiate,  or settle any such claim or demand,  and if the  indemnifying  party

<PAGE>


exercises that option,  the indemnifying  party shall not be liable for the fees
and  expenses  incurred  after  the date the  indemnifying  party  notifies  the
indemnified  party of such  exercise by a counsel  employed  by the  indemnified
party. An indemnifying party may not settle any such claim or demand without the
written consent (which consent shall not be unreasonably  withheld,  conditioned
or delayed) of the  indemnified  party unless such  settlement  requires no more
than a monetary payment for which the indemnified  party is fully indemnified or
involves other matters not binding upon the  indemnified  party. An indemnifying
party  shall  not be  liable  for any  settlement  of any such  claim or  demand
effected  without  its  prior  written  consent  (which  consent  shall  not  be
unreasonably   withheld,   conditioned  or  delayed).  In  the  event  that  the
indemnifying  party shall fail to respond  within ten (10) days after the giving
of the Notice,  then the  indemnified  party may retain  counsel and conduct the
defense thereof as it may, in its sole discretion, deem proper, at the sole cost
and expense of the  indemnifying  party.  The parties agree to co-operate  fully
with each other in connection with the defense, negotiation or settlement of any
such legal proceeding, claim or demand.

     10.5  Cooperation.  The Purchaser  shall,  and shall cause its accountants,
counsel,  employees and other representatives to, reasonably co-operate with the
Seller in  connection  with any and all disputes  which may arise in  connection
with any and all Liabilities  other than the Assumed  Liabilities (the "Excluded
Liabilities").  The Seller  shall,  and shall  cause its  accountants,  counsel,
employees and other representatives to, reasonably co-operate with the Purchaser
in connection  with any and all disputes which may arise in connection  with any
and all of the Assumed  Liabilities.  Without  limiting  the  generality  of the
foregoing,  the Purchaser shall cause its  accountants,  counsel,  employees and
other  representatives,  to make available to the Seller,  its  employees,  work
papers,  documents and other information and materials  reasonably  requested by
the Seller,  VTI or EHGI in  connection  with the Excluded  Liabilities  and the
Seller, VTI and EHGI shall cause its respective accountants,  counsel, employees
and other  representatives,  to make available to the Purchaser,  its employees,
work papers,  documents and other information and materials reasonably requested
by  the  Purchaser  in  connection  with  the  Assumed  Liabilities.  The  party
requesting  co-operation  (the  Seller,  VTI and  EHGI in  connection  with  the
Excluded   Liabilities   or  the  Purchaser  in  connection   with  the  Assumed
Liabilities) shall pay all out-of-pocket  expenses  reasonably incurred and paid
by the co-operating  party to third parties in connection with such co-operative
efforts; provided,  however, that the party requesting co-operation shall not be
obligated to reimburse the co-operating party for the time spent by any of their
or their affiliates' time spent in connection with such co-operative efforts.

     10.6 Limitation. The Limitations are governed by the Head Agreement



<PAGE>

                                   ARTICLE XI
                               GENERAL PROVISIONS

     11.1  Collection of Accounts  Receivable.  Upon and after the Closing,  the
Purchaser  shall  have the  right  and  authority  to  collect  all  Receivables
transferred to Purchaser pursuant to this Agreement..  The Seller shall promptly
transfer and deliver to Purchaser any cash,  checks or other  property which the
Seller may  receive in respect of such  accounts  after the  Closing  Date.  The
Seller will co-operate with Purchaser,  at its reasonable  request, on and after
the Closing  Date in  endeavoring  to collect  all  Receivables  transferred  to
Purchaser by furnishing,  at  Purchaser's  cost and expense,  such  information,
testimony and other assistance as Purchaser may reasonably require in connection
with collection of such accounts

     11.2  Arbitration.  Disputes  under  this  Agreement  shall  be  solved  by
Arbitration pursuant to the head agreement if the dispute is a part of a dispute
under the Head  Agreement.  In such case  Norwegian  Law shall only apply to the
extent  this  follows  from  mandatory  Norwegian  Law. If the dispute is solely
related to the sale and purchase of the assets of Eltrax Scandinavia AS disputes
shall be solved by the ordinary courts in Oslo, and Norwegian Law shall apply

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

         If to the Purchaser:

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

         with a required copy to:

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

<PAGE>


         And

         Vogt & Co DA
         Po.Box 1503, Vika
         0117 OSLO, NORWAY

         If to the Seller:

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

         with a required copy to:

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

         And

         Thommessen, Krefting, Greve & Lund
         Haakon VIIs gate 10
         Postboks 1484 Vika
         0116 Oslo
         Norway

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

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

     11.6  Miscellaneous.  This Agreement  constitutes the entire  agreement and
supersedes  all of the prior  agreements  and  understandings,  both written and
oral, between the parties,  with respect to the subject matter hereof, except as
specifically  provided otherwise or referred to herein, so that no such external
or separate  agreements  relating to the subject  matter of this  Agreement  (1)
shall have any effect or be binding, unless the same is referred to specifically
in this  Agreement or is executed by the parties  after the date hereof;  (2) is

<PAGE>


not intended to confer upon any other  person any rights or remedies  hereunder;
(3)  shall  not  be  assigned  by  operation  of  law or  otherwise  except  for
assignments of all or any part of the rights of the Purchaser  hereunder,  which
may be  freely  assigned  by the  Purchaser  so long as the  obligations  of the
Purchaser under this Agreement  remain  obligations of, or their  performance is
guaranteed  by,  the  Purchaser;  and (4)  shall be  governed  in all  respects,
including validity, interpretation and effect, by the internal laws of the State
of  California,  without  regard to the  principles of conflict of laws thereof.
This Agreement may be executed in two or more counterparts  which together shall
constitute a single agreement and facsimile  signatures shall have equal dignity
with original signatures for all purposes.


<PAGE>


 IN WITNESS WHEREOF, the undersigned have caused this Agreement for the Purchase
and Sale of Assets to be signed on October 13, 2000 by their respective officers
thereunto duly authorized.

                              The Purchaser:

                              AremisSoft Norway AS

                              By:


                              The Seller:

                              Eltrax Systems Scandinavia AS.

                              By:



In  case  Eltrax  Systems  Scandinavia  AS is  winded  up or  liquidated,  Verso
Technologies  Inc.,  declares that any claim under this agreement may instead be
raised towards Verso Technologies Inc.


                             Verso Technologies Inc.

                             By: