AGREEMENT FOR THE PURCHASE
                       AND SALE OF ASSETS AND LIABILITIES

                                     Between


1.   AremisSoft Hospitality (US), Inc., a Delaware corporation,  with offices at
     216 Haddon Avenue - Suite 607, Westmont, New Jersey 08108, USA ;

     hereinafter referred to as "Purchaser",

2.   Eltrax Group, Inc. , a Pennsylvania corporation, with offices at 900 Circle
     75 Parkway,  suite 1700, Atlanta,  Georgia 30339, USA (hereinafter  "EGI"),

     and

     Verso  Technologies,   Inc.,  (formerly  named  Eltrax  Systems,  Inc.),  a
     Minnesota  Corporation,  with offices at 400 Galleria  Parkway,  Suite 300,
     Atlanta, Georgia 30339, USA (hereinafter "VTI") ;

     hereinafter collectively referred to as "Seller",


     This  Agreement  for the Purchase and Sale of Assets (the  "Agreement")  is
made  this __ day of  December  2000,  by and among  Purchaser  and  Seller  and
provides  for  Purchaser  to  acquire  substantially  all of the assets of EGI's
Belgian branch located at 19 Ikaroslaan,  in 1930 Zaventem  (hereinafter "Eltrax
Belgium"), subject to the liabilities assumed in this Agreement by Purchaser and
no other  liabilities.  All  references  to dollars in this  Agreement  refer to
United States dollars unless otherwise specified.

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

     WHEREAS,  the EGI and VTI believe  that it is  desirable  and in their best
interests to sell the Acquired Assets and Assumed Liabilities to Purchaser;

     WHEREAS,  this  Agreement  is without  prejudice  to the US Asset  Purchase
Agreement (the "Head Agreement") entered into between AremisSoft  Corporation as
purchaser and Eltrax Systems,  Inc. and Eltrax Hospitality Group, Inc. as seller
on September 28, 2000 and which the Purchaser and the Seller  hereunder  declare
and confirm to be fully aware of ;

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


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                                    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 Acquired Assets: The assets to be acquired by Purchaser pursuant to the
terms hereof, as identified on Section 1.1 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 EGI in Belgium in connection with the Acquired  Business,  tangible or
intangible (including contractual, warranty, and other rights), the use or value
of which is related to the assets so identified.

     1.2  Acquired  Business:  The  business  in which the  Acquired  Assets are
utilized,  as  described  in Section  1.2 of the  Acquired  Business  Disclosure
Document attached hereto.

     1.3 Acquired  Business Balance Sheet: The balance sheet as at September 30,
2000 or, if  available  prior to the Closing,  the balance  sheet as at the date
provided for in Section 7.1(8) included in the Unaudited Financial Statements of
the Acquired Business, excluding the Excluded Assets.

     1.4 Acquired Business Disclosure Document: The document delivered by Seller
to Purchaser containing certain disclosures  relative to this Agreement,  a copy
of which is attached to this Agreement as Exhibit 1.4.

     1.5 Acquired Facilities:  All offices,  fixtures, and improvements owned or
leased by Eltrax Belgium 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.

     1.6 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.

     1.7  Agreement:  This  Agreement  for the  Purchase  and Sale of Assets and
Assumed  Liabilities,  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

<PAGE>

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.

     1.8 Assumed Liabilities: The Liabilities of EGI in Belgium to be assumed by
Purchaser pursuant to this Agreement,  as specifically identified in Section 1.8
to the  Acquired  Business  Disclosure  Document or as  described on Section 5.5
below, and no other Liabilities.

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

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

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

     1.12 Consideration:  The net sum of $330,000 to be paid by Purchaser to EGI
at the Closing for the Acquired Assets and Assumed Liabilities.

     1.13  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.

     1.14  Counsel to Seller in  Belgium : Jones,  Day,  Reavis & Pogue,  Avenue
Louise 480, 1050 Brussels, Belgium.

     1.15 Counsel to Purchaser in Belgium : Braun  Bigwood,  Avenue Louise 149 -
box 20, 1050 Brussels, Belgium.

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

     1.17 Excluded Assets: Notwithstanding the definition of the Acquired Assets
or the Acquired Business,  the assets identified in Section 1.17 of the Acquired
Business Disclosure Document shall not be deemed part of the Acquired Assets.

     1.18 Head  Agreement : The U.S. Asset  Purchase  Agreement  entered into by
AremisSoft  Corporation,  as  purchaser  and Eltrax  Systems,  Inc.,  and Eltrax
Hospitality Group, Inc., as seller on the same day as hereof and which Purchaser
and Seller hereunder declare and confirm to be fully aware of.

     1.19  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


<PAGE>

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.

     1.20 Inventories: The stock of raw materials,  work-in-process and finished
goods, including but not limited to finished goods purchased for resale, held by
EGI in Belgium for  manufacturing,  assembly,  processing,  finishing,  sale, or
resale to others  (including  other  Subsidiaries or divisions of Seller),  from
time to time in the ordinary  course of the business of EGI 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.

     1.21  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.

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

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

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

     1.25  Receivables:   Accounts  receivable,   notes  receivable,  and  other
obligations  appearing as assets on the books of Eltrax Belgium, and customarily
reflected  as assets in balance  sheets of entities,  indicating  moneys owed to
Eltrax Belgium.

     1.26 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,  insofar a these are
related to the Acquired Business.

     1.27 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.

     1.28  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.

     1.29 Unaudited Financial Statements:  The balance sheet as at September 30,
2000,  the balance sheet as at December 31, 1999,  the income  statement for the
period  September 30, 2000,  the income  statement for the period ended December
31, 1999  and the  related  notes provided therewith, for the Acquired Business,

<PAGE>

excluding  therefrom the Excluded  Assets,  in the case of the December 31, 1999
balance sheet,  annual maintenance  obligations during 2000 have been eliminated
from deferred revenue accounts.


                                   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,  EGI shall sell,  transfer,  convey,  and assign to
Purchaser,  by  instruments  reasonably  satisfactory  in form and  substance to
Purchaser and its counsel,  and  Purchaser  shall acquire from EGI, the Acquired
Assets, and shall assume the Assumed Liabilities, and only those Liabilities and
no  others,  in  exchange  for the  Consideration.  Seller  represents  that the
Acquired Assets are all the assets  reasonably  necessary for the conduct of the
Acquired  Business in the ordinary course  (exclusive of working capital) in the
same manner as that in which such  business has been  conducted in the immediate
past, including,  without limitation,  all Proprietary Rights, Software Products
and Intellectual  Property used in the ordinary conduct of the Acquired Business
and all contract,  warranty,  and other intangible rights relating to or arising
out of such Acquired  Business.  Seller further  represents  that all assets and
liabilities  of Eltrax  Belgium of the type included in the Acquired  Assets and
Assumed  Liabilities,  have been transferred to Purchaser or will be transferred
to Purchaser  prior to the Closing and are  reflected  in the Acquired  Business
Balance Sheet. Neither 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 EGI in Belgium other than the Assumed
Liabilities.  Purchaser  hereby  agrees to pay,  perform or discharge all of the
Assumed  Liabilities.  Seller hereby  represents  that there are no  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 EGI to sell, transfer,  convey and assign the Acquired Assets and the
Acquired Business to Purchaser or result in the assumption of any Liabilities by
Purchaser other than the Assumed Liabilities.

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

     2.3 Closing.  The Closing hereunder shall take place as the parties to this
Agreement may agree upon, on the Closing Date.

     2.4 Sales and Property  Taxes.  It being the intent of the parties that the
Transaction  be exempt from sales,  use and  transfer  taxes,  EGI shall pay all
sales, use and transfer taxes, if any, arising from the transfer of the Acquired
Assets and the Acquired  Business.  Purchaser  will not be  responsible  for any
employee  related  withholding  taxes accrued  prior to the Closing,  other than
those related to the salaried employees referenced in Section 5.5 below.

<PAGE>

                                   ARTICLE III
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to Seller:

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

     3.2  Authority  Relative to This  Agreement.  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 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  Purchaser  and  constitutes  a valid and binding  obligation  of  Purchaser,
enforceable in accordance with its terms.

     3.3 Absence of Breach; No Consents. The execution, delivery and performance
of this Agreement, and the performance by Purchaser of its obligations hereunder
do not,  except as disclosed in Schedule  3.3, (1) conflict  with,  and will not
result in a breach of, any of the provisions of the Certificate of Incorporation
or Bylaws of Purchaser;  (2) contravene any law, rule or regulation of any State
or  Commonwealth  or any political  subdivision of the United States,  or of any
applicable  foreign  jurisdiction,  or any order,  writ,  judgment,  injunction,
decree,  determination,  or award  affecting or binding upon Purchaser or any of
its  Subsidiaries,  in such a manner  as to  provide a basis  for  enjoining  or
otherwise  preventing  consummation  of the  Transaction;  (3) conflict  with or
result in a breach of or default under any indenture or loan or credit agreement
or  any  other  agreement  or  instrument  to  which  Purchaser  or  any  of its
Subsidiaries  is a party, in such a manner as to provide a basis of enjoining or
otherwise  preventing  consummation  of  the  Transaction;  or (4)  require  the
authorization,  consent, approval or license of any third party of such a nature
that the  failure  to obtain  the same would  provide a basis for  enjoining  or
otherwise preventing consummation of the Transaction.


                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller,  being EGI and VTI  individually  and  collectively,  represent and
warrant to Purchaser as follows:

     4.1 Organization and Qualification. Seller are corporations duly organized,
validly existing, and in good standing under the respective laws of the State of
Pennsylvania  and  Minnesota,  USA and have the  requisite  corporate  power and

<PAGE>

authority to carry on their business as it is now being  conducted.  EGI is duly
qualified as a foreign corporation to do business,  and is in good standing,  in
Belgium.

     4.2 Authority Relative to This Agreement.  This Agreement has been duly and
validly  executed and  delivered by Seller and  constitutes  a valid and binding
Agreement of Seller  enforceable  in accordance  with its terms.  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.

     4.3  Absence  of  Breach;  No  Consents.   The  execution,   delivery,  and
performance  of this Agreement by Seller,  and the  performance by Seller of its
obligations hereunder, do not, (1) except as identified in Section 4.3(1) of the
Acquired Business  Disclosure  Document,  conflict with or result in a breach of
any of the  provisions of the Articles of  Incorporation  or Bylaws of EGI ; (2)
except as  identified  in Section  4.3(2) of the  Acquired  Business  Disclosure
Document,  contravene any law, ordinance,  rule, or regulation of Belgium or any
political subdivision of Belgium or of any applicable foreign  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,  Eltrax Belgium or all or any part
of the Acquired  Business or any material  properties of the Acquired  Business,
except in any such case where such contravention,  suspension or revocation will
not have a material  adverse  effect on the  business,  condition  (financial or
otherwise), operations or prospects of the Acquired Business and will not have a
material  adverse effect on the validity of this Agreement or on the validity of
the consummation of the Transaction;  (3) except as identified in Section 4.3(3)
of the  Acquired  Business  Disclosure  Document,  conflict  with or result in a
material  breach of or default  under any  material  indenture or loan or credit
agreement or any other  agreement or instrument to which Seller is a party or by
which any of the material properties of the Acquired Business may be affected or
bound;  (4) except as  identified  in Section  4.3(4) of the  Acquired  Business
Disclosure Document, require the authorization, consent, approval, or license of
any third  party,  except  for those the  failure  of which to obtain  would not
reasonably  be  expected  to have a  material  adverse  effect  on the  Acquired
Business or the Acquired  Assets;  or (5) except as identified in Section 4.3(5)
of the Acquired Business Disclosure Document, constitute grounds for the loss or
suspension  of any  permits,  licenses,  or  other  authorizations  used  in the
Acquired Business.

     4.4 Financial  Statements.  EGI has  heretofore  delivered to Purchaser 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 EGI. The Unaudited  Financial  Statements
were prepared in accordance with Belgian Law. Without limiting the foregoing, as
of the Acquired Business Balance Sheet, EGI owned each of the assets included in
preparation of the Acquired  Business  Balance Sheet,  and the valuation of such
assets in the Acquired Business Balance Sheet is consistent with Belgian Law and
accounting practices ; and EGI had no Liabilities required to be included in the


<PAGE>

Acquired  Business  Balance Sheet in  accordance  with Belgian Law 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  Belgian Law in amounts in excess of the amounts  included  for
them in the Acquired  Business  Balance Sheet.  From the date hereof through the
Closing Date, EGI 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  Purchaser,  and agree that from and after such delivery the
foregoing  representations  will be  applicable to each  financial  statement so
prepared and delivered.

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

     (1) No  Undisclosed  Liabilities.  EGI has no  Liabilities  relating  to or
affecting  the Acquired  Business or the  Acquired  Assets which are not, to the
extent required by Belgian Law, adequately  reflected or reserved against on the
face of the Acquired Business Balance Sheet,  except Liabilities  incurred since
the date of the  Acquired  Business  Balance  Sheet in the  ordinary  course  of
business of the Acquired  Business and consistent  with past  practice.  Without
limiting  the  foregoing,  (a) EGI is not in any  default or in  breach,  in any
material respect,  under any contract,  license,  mortgage,  indenture,  deed or
permit held or  affecting  the  Acquired  Business,  (b) there are no  leasehold
improvements currently due and owing at any of the Acquired Facilities for which
the Acquired  Business is or will be responsible,  and (c) there are no deferred
rents due to lessors at or with respect to any of such Acquired Facilities,  and
(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  transfer of or right  granted  under any material  lease,
license,  agreement,  patent, trademark,  trade name or copyright included among
the  Acquired  Assets;  (e) any sale or other  disposition  of any  asset of the
Acquired  Business,  or any mortgage,  pledge or imposition of any lien or other
encumbrance on any asset of the Acquired Business or of any corporation included
in the Acquired Assets, or any agreement relating to any of the foregoing, other
than in the  ordinary  course of  business;  or (f) any default or breach in any
material  respect  under  any  contract,  license  or  permit  held by or for or
affecting the Acquired Business. Since the date of the Acquired Business Balance
Sheet, EGI 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 EGI are  compensated,  or (c)  supplemental  benefits  provided  to any  such
executives or other  employees of EGI, or (d)  inventory  levels of the Acquired

<PAGE>
Business in relation to sales levels,  except, in any such case, in the ordinary
course of business and, in any event,  without  material  adverse  effect on the
business,  condition (financial or otherwise),  operations,  or prospects of the
Acquired Business.

     (3) Taxes. EGI has properly filed or caused to be filed (or obtained proper
extensions in respect of) all Belgian income and other tax returns, reports, and
declarations  that  are  required  by  Belgian  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 when
due all  Belgian  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  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  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 company specific  collective  bargaining,
bonus, profit sharing,  compensation, or other plans, agreements, trusts, funds,
or arrangements  maintained by Seller for the benefit of directors,  officers or
employees  of EGI based in Belgium and  assigned to the  Acquired  Business  and
there are no employment, consulting, severance, or indemnification arrangements,
agreements,  or understandings  between EGI, on the one hand, and any current or
former  directors,  officers or other employees of EGI based in Belgium,  on the
other hand. The Acquired  Business  Disclosure  Document  identifies each person
whose annualized  income from EGI, on the date of the Acquired  Business Balance
Sheet, exceeded or would exceed on an annualized basis, or whose income from EGI
in the fiscal year begun immediately thereafter is at a rate exceeding, $ 50,000
per annum.  EGI 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 Seller has received no notice
of any violation of any laws or regulations  applicable to EGI or the operations
of  the  Acquired  Business,   including,   without  limitation,  the  laws  and
regulations  relevant to the use or utilization of premises,  or with respect to
which compliance is a condition of engaging in any aspect of the business of the
Acquired  Business,  except  to the  extent  the  failure  of  which  any of the
foregoing  to be true would not have a material  adverse  effect on the Acquired
Business  or the  Acquired  Assets.  The  Acquired  Business  has  all  permits,
licenses,  zoning rights,  and other  governmental  authorizations  necessary to
conduct its business as presently conducted, except to the extent the failure of
the  Acquired  Business to have any of the  foregoing  would not have a material
adverse  effect  on the  Acquired  Business  or the  Acquired  Assets.  All such


<PAGE>

permits, licenses, zoning rights, and other governmental authorizations will, as
a part and consequence of the  Transactions,  be transferred to Purchaser at the
Closing.

     (7)  Ownership  of Assets.  EGI has (or as of the Closing  will have) good,
marketable and insurable  title,  or valid,  effective and continuing  leasehold
rights (including  licenses) in the case of leased or licensed property,  to all
real property and all personal  property  owned or leased by it and comprising a
part of the  Acquired  Assets  or the  Acquired  Business,  or used by it in the
conduct of the  Acquired  Business in such a manner as to create the  reasonable
appearance  or reasonable  expectations  that the same is owned or leased by it;
such  ownership  or  leasehold  rights are, or at the Closing  will be, free and
clear of all liens, claims, encumbrances and charges (other than those reflected
in the lease agreement between Eltrax Belgium as lessee and Codic SA as lessor),
except  liens  for  taxes  not yet due and  minor  imperfections  of  title  and
encumbrances, if any, which, singularly or in the aggregate, are not substantial
in amount and do not  materially-detract  from the value of the property subject
thereto or materially impair the use thereof;  no other person has any ownership
or similar right in, or contractual or other right to acquire any such right in,
any of such assets;  and such ownership or leasehold  rights will be conveyed to
Purchaser at the Closing  pursuant to the  Transaction.  Seller does not know of
any potential  action by any party,  governmental  or other,  and no proceedings
with respect thereto have been instituted of which Seller has notice, that would
materially affect EGI`s ability to use and to utilize each of such assets in the
business of the Acquired  Business.  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.  Section
4.5(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
(10) 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) Trade Names. The Acquired Business  Disclosure Document identifies each
trade name,  fictitious business name, or other similar name under which EGI has
conducted any part of the Acquired  Business or in which EGI has utilized any of
the  Acquired  Assets  during  the five  (5)  years  preceding  the date of this
Agreement.

     (9) Facilities. To Seller's knowledge (as applied to all of the following),
the Acquired  Facilities are (as to physical  plant and structure)  structurally
sound and none of the  Acquired  Facilities,  nor any of the  vehicles  or other
equipment used by EGI 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. 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 Seller has not  received  notice of any
claim  or  assertion  that  it is or may be in any  such  breach,  violation  or
default.

<PAGE>

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

     (11) Inventories. All Inventories of EGI reflected in the Acquired Business
Balance  Sheet are of quality and  quantity  usable and salable in the  ordinary
course of  business  except  for  obsolete  items  and  items of  below-standard
quality,  all of which,  in the  aggregate,  are  immaterial  in  amount.  Items
included in EGI's Inventories are carried on the books of EGI, and are valued on
the Acquired Business Balance Sheet consistent with Belgian accountancy laws.

     (12)  Contracts.  The  Acquired  Assets and the  Acquired  Business are not
affected by any  contracts,  agreements or  understandings,  whether  express or
implied, written or verbal,  provided,  however, that the Acquired Assets or the
Acquired  Business  may be affected  by, and the  Acquired  Business  Disclosure
Document need not identify,  any such contracts,  agreements,  or understandings
that fall into one of the following categories: (a) those that are terminable on
notice  of less  than  thirty-two  (32)  days  and do not  involve  payments  or
obligations of more than $ 10,000 in any period of thirty-one  (31) days or less
(on termination or otherwise);  or (b) those that involve  aggregate  payment or
obligation  remaining  unpaid  as of the date of the  Agreement  of less  than $
10,000. All items excluded in (b) above represent, in the aggregate, less than $
100,000.  EGI 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 leases of  properties
included in the Acquired Assets or utilized by the Acquired Business,  including
all  amendments,   supplements,   extensions  and  modifications  thereof,  have
heretofore been delivered to Purchaser by EGI.

     (13)  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 EGI at the time of the Closing will, reflect all amounts owed by EGI in
respect of trade  accounts due and other  Payables of the  Acquired  Business or
relating to the Acquired  Assets,  and the actual Liability of EGI 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.

     (14) Labor  Matters.  To the best of the knowledge of 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 EGI.

     (15) Title to and  Utilization of Real  Properties  and Leasehold  Estates.
Except as disclosed in the Acquired  Business  Disclosure  Document,  EGI owns a
valid  leasehold  interest in all real property  included in the Acquired Assets
and has the  right to use the same in  accordance  with the  terms of the  lease
agreement signed with Codic SA (lessor),  and is not aware of any claim,  notice
or threat to the effect  that its right to use such  property  is subject in any


<PAGE>

way  to  any  challenge,   claim,   assertion  of  rights,   proceedings  toward
condemnation or  confiscation,  in whole or in part, or is otherwise  subject to
challenge.  To Seller's  knowledge,  each parcel of real  property the leasehold
interest in which is included  among the Acquired  Assets is free of any and all
hazardous  wastes,  toxic  substances,   or  other  types  of  contamination  in
quantities or conditions  requiring  remediation,  and EGI is not subject to any
Liability  resulting  from  or  related  to  any  such  wastes,   substances  or
contaminants in connection with any such property.

4.6 Full Disclosure. The documents,  certificates,  and other writings furnished
or to be  furnished  by or on  behalf of Seller  to  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.

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


                                    ARTICLE V
                             COVENANTS OF PURCHASER

5.1  Affirmative  Covenants.  From the date hereof  through  the  Closing  Date,
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 Seller in this  Agreement are and remain true and accurate in all
material  respects  and that the  covenants  and  agreements  of  Seller in this
Agreement are honored and that the  conditions to the  obligations  of Purchaser
set forth in this Agreement are not incapable of satisfaction.

5.2  Cooperation.  Purchaser  shall  reasonably  cooperate  with  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 Seller.

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

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

<PAGE>

5.5 Offers of  Employment.  Purchaser  shall not be liable  for any  liabilities
associated with any employee  terminated by EGI in Belgium prior to the Closing.
Notwithstanding  the  foregoing,   Purchaser  shall  assume  responsibility  for
compensation,  including the group  insurance  plan with Mercator  Noordstar nr.
1.801.840,  for all employees of EGI in Belgium,  accrued after the last payroll
period  immediately  prior to the  Closing  to the  extent  consistent  with the
historical  payroll  practices  of EGI in  Belgium  and the  Acquired  Business.
Purchaser  shall not assume  responsibility  for any  scheduled  or  unscheduled
payroll  payments  due the  employees  of the  Acquired  Business  indicated  on
Schedule  5.5  for  any  form  of  compensation  which  may be  accrued  by such
employees.


                                   ARTICLE VI
                               COVENANTS OF SELLER

6.1 Affirmative Covenants. From the date hereof through the Closing Date, 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  Purchaser  in this  Agreement  are and remain true and accurate and that the
covenants and  agreements of Purchaser in his Agreement are honored and that the
conditions to the  obligations  of Purchaser set forth in this Agreement are not
incapable of satisfaction.

6.2 Covenant Not to Compete.  Without prejudice to the Head Agreement under this
respect,  Seller will not engage in the European  Union nor  elsewhere in Europe
for a period of five years from the Closing  Date,  in any business  competitive
with  that  of the  Acquired  Business,  directly  or  indirectly,  alone  or in
collaboration with others,  except with the written consent of Purchaser or as a
shareholder of less than one percent (1%) of the common stock of a publicly held
company  engaged in one or more of such  businesses and with such other terms as
are mutually acceptable to Seller and Purchaser.

6.3 Access and Information.  Subject to the terms and conditions of the existing
confidentiality agreement between Seller and Purchaser (the terms and conditions
of  which  are  incorporated  herein  by  reference),  between  the date of this
Agreement  and  the  Closing  Date  Seller  shall  afford  to  Purchaser  and to
Purchaser's  accountants,  counsel, and other representatives  reasonable access
during normal  business hours  throughout the period prior to the Closing to all
of its 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 Purchaser
(1) all written communications to its directors or to its shareholders generally
relating to the Acquired Assets or the Acquired  Business,  (2) internal monthly
financial statements of the Acquired Business when and as available, and (3) all
other  information  relating to the Acquired Assets or the Acquired  Business as
Purchaser may reasonably request, but no investigation  pursuant to this Section
6.3 shall affect any  representations or warranties of Seller, or the conditions
to the obligations of Purchaser to consummate the Transaction  contained in this
Agreement.  Purchaser  and its  representatives  shall use their best efforts to
assert their rights hereunder in such a manner as to minimize  interference with
the business of EGI in Belgium.


<PAGE>

6.4 No Solicitation. Until the Closing Date or the termination of this Agreement
in accordance with its terms,  Seller,  and those acting on its behalf will not,
and 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 Purchaser and its officers, employees, and agents, in relation to the
Acquired  Assets  or  the  Acquired  Business.   Seller  will  notify  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 Seller's  business,  or
providing information to government authorities.

6.5 Conduct of Business  Pending The  Transactions.  Seller covenants and agrees
with  Purchaser  that,  prior  to the  consummation  of the  Transaction  or the
termination  of this Agreement  pursuant to its terms,  unless  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,  Seller will comply with each of
the following:

     (1) The Acquired Business,  and the other businesses that relate to, use or
affect the Acquired  Assets,  if any, will be conducted only in the ordinary and
usual course.  Seller shall use  reasonable  efforts to keep intact the business
organization  and  goodwill of the  Acquired  Business,  to keep  available  the
services  of the  employees  of EGI  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 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) EGI 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;

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


<PAGE>


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

     (5) EGI  shall  not  enter  into,  or  terminate,  any  material  contract,
agreement,  commitment,  or understanding  relating to or affecting the Acquired
Assets or the Acquired Business.

     (6) EGI 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 (5) above.

     (7) EGI will  continue to properly  and  promptly  file when due (or obtain
proper  extensions with respect to) all tax returns,  reports,  and declarations
required  to be filed by it  relating  to the  Acquired  Assets or the  Acquired
Business,  and will  pay when  due,  all  taxes  and  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.

     (8) EGI 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.

     (9) EGI 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.

6.6  Cooperation.  Seller  will  reasonably  cooperate  with  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 Purchaser.

6.7  Expenses.  Whether or not the  Transaction  is  consummated,  all costs and
expenses  incurred by Seller and Purchaser in connection with the preparation of
this Agreement and in preparation for the Transaction and in connection with the
Closing of the Transaction  contemplated hereby shall be paid in accordance with
the terms of Sections 6.3 and 7.8 of the Head Agreement.

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

<PAGE>

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


                                   ARTICLE VII
                              CONDITIONS TO CLOSING

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

     (1) This  Agreement  and the  Transaction  contemplated  hereby  shall have
received  those  approvals,  consents,  authorizations,  and waivers  from third
parties (including lenders, holders of debt securities and lessors),  identified
in the attached Schedule 7.1(1) .

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

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

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

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


<PAGE>

     (8) EGI will use  commercially  reasonable  efforts  to make  available  to
Purchaser  prior to  Closing  an  updated  unaudited  balance  sheet and  income
statement  with  related  notes  and  schedules  as of  the  end  of  the  month
immediately prior to the Closing Date. If those updated financial statements are
produced,  they shall,  for purposes of the  definition of "Unaudited  Financial
Statements,"  replace and  supersede  the balance sheet as at September 30, 2000
and the income  statement  for the period ended  September  30,  2000,  in their
entirety, for all purposes relevant to this Agreement.

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

     (1) This  Agreement  and the  Transaction  contemplated  hereby  shall have
received  those  approvals,  consents,  authorizations,  and waivers  from third
parties  (including  lenders,   holders  of  debt  securities  and  lessors)  as
identified on Schedule 7.2(1).

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

     (4) The  representation  and  warranties  of  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 Purchaser  and its  Subsidiaries,  taken as a whole,  as of the
Closing Time as if made as of such time.

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

     (6) Seller shall have  received from  Purchaser  evidence  satisfactory  to
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 Seller.

<PAGE>


                                  ARTICLE VIII
                         TERMINATION, AMENDMENT, WAIVER

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

     (1)  By mutual consent of Purchaser and Seller;

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

     (3) By either Purchaser or Seller, upon written notice to the other, if the
conditions to such party's  obligations  to consummate the  Transaction,  in the
case of  Purchaser,  as provided in Section 7.1,  or, in the case of Seller,  as
provided in Section  7.2,  were not, or cannot  reasonably  be,  satisfied on or
before  December  31, 2000 unless the failure of  condition is the result of the
material  breach  of this  Agreement  by the party  seeking  to  terminate  this
Agreement.

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

8.3 Waiver. At any time prior to the Closing Date, Purchaser,  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   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.

8.4 Relief.  In the event of  liability  on the part of Seller to  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 Purchaser.


                                   ARTICLE IX
                                    INDEMNITY

9.1 Indemnification of Purchaser.  Seller hereby agrees to indemnify, defend and
hold harmless, 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 of Seller contained in this Agreement,  any


<PAGE>

          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
          Seller to Purchaser pursuant to this Agreement or any of the Attendant
          Documents;

     (2)  any breach or failure of Seller to perform any  covenant or  agreement
          required to be performed by Seller  pursuant to this  Agreement or any
          of the Attendant Documents  including,  without  limitation,  Seller's
          obligations to pay the unassumed Liabilities under Section 6.9 above;

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

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

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

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

9.3  Remedies  Not  Exclusive.   The Purchaser  Parties  and the Seller Parties
shall be  entitled  to  exercise  and  resort to all  rights  and  remedies  for
misrepresentation  or breach as are  afforded  at law or in  equity,  including,
without limitation,  rescission, specific performance or such other non-monetary
remedies  and relief as may be afforded  under this  Agreement  or by a court of
competent  jurisdiction.  Neither the  existence  or  exercise  of any  specific
remedies is intended to be exclusive or impair or otherwise  adversely affect in
any manner whatsoever any rights,  remedies or relief otherwise  available,  and
each and every  right and remedy  will be  cumulative  and in  addition to every
other right and remedy provided in this Agreement or by law. Notwithstanding the
foregoing, other than actions for fraud or other intentional torts, the remedies
set  forth in this  Article 9 shall be the  Purchaser  Parties'  and the  Seller
Parties'  sole and  exclusive  remedies  relative to the recovery of economic or
monetary damages.

9.4 Cooperation.  Purchaser  shall,  and shall cause its  accountants,  counsel,
employees and other  representatives  to,  reasonably  cooperate  with 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").

<PAGE>

Seller  shall,  and shall cause its  accountants,  counsel,  employees and other
representatives  to, reasonably  cooperate with 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,  Purchaser shall
cause its accountants,  counsel,  employees and other  representatives,  to make
available  to  Seller,  their  employees,   work  papers,  documents  and  other
information and materials  reasonably requested by Seller in connection with the
Excluded Liabilities and Seller shall cause its respective accountants, counsel,
employees  and  other  representatives,  to make  available  to  Purchaser,  its
employees, work papers, documents and other information and materials reasonably
requested by Purchaser in  connection  with the Assumed  Liabilities.  The party
requesting  cooperation  (Seller in connection with the Excluded  Liabilities or
Purchaser  in   connection   with  the  Assumed   Liabilities)   shall  pay  all
out-of-pocket  expenses reasonably incurred and paid by the cooperating party to
third parties in connection with such cooperative  efforts;  provided,  however,
that the party  requesting  cooperation  shall not be obligated to reimburse the
cooperating  party  for the time  spent  by any of  their  or their  Affiliates'
employees' time spent in connection with such cooperative efforts.

9.5 Initial  Limitation.  Other than the rights to defend and hold harmless with
respect to third party  claims,  neither  Party  (defined  below) shall have any
liability for  indemnification  pursuant to Section 9.1 and Section 9.2,  above,
until  the  aggregate  amount  of  all  losses  suffered  by the  Party  seeking
indemnification  with  respect  to such  matters  exceeds  the sum of $ 100,000;
provided, however, that this limitation shall not apply to breaches by Seller of
its  obligations  under Section 6.9 above or Purchaser of its obligations to pay
the Assumed Liabilities. For purposes of this Section 9.5 and Section 9.6 below,
Purchaser, on the one hand, and Seller,  collectively,  on the other hand, shall
each constitute a "Party."

9.6  Aggregate  Limitation.  The  aggregate  liability,  for either  Party,  for
indemnification  pursuant to Section 9.1 or Section 9.2, above, shall not exceed
the sum of ten million  dollars ($  10,000,000);  provided,  however,  that this
limitation  shall not apply to  breaches  by  Seller  of its  obligations  under
Section  6.9  above  or  Purchaser  of  its   obligations  to  pay  the  Assumed
Liabilities.

9.7   Available   Insurance   Limitation.   The  amount  of  any   recovery  for
indemnification  pursuant  to  Section  9.1 or  Section  9.2,  above,  shall  be
determined after taking into account all amounts to which the indemnified  party
is entitled and actually receives under the provisions of all insurance policies
with third parties (i.e.  actual insurance  policies and not  self-insurance  or
retention programs) subject to offset for any increase in premiums  attributable
to such losses or payments made in respect of such losses.  The parties agree to
use reasonable  efforts to collect  amounts  available  under any such insurance
policies.

9.8  Balance  Sheet  Adjustment  Limitation.   With  respect  to  any  claim  of
indemnification  related to any breach of Sections 4.4, 4.5(1),  4.5(10), and/or
4.5(11)  or any  other  representation  or  warranty  concerning  the  Unaudited
Financial  Statements,  the amount of any recovery by the Purchaser  Parties for
indemnification  pursuant to Section 10.1,  above,  as a result of any breach of
Sections 4.4, 4.5(1),  4.5(10),  and/or 4.5(11) or any other  representation  or
warranty concerning the Unaudited Financial Statements,  shall be reduced by any
Balance Sheet Gains (defined below).  Upon any such claim for recovery,  or upon
the  reasonable  request  of Seller  after a claim  has been  made by  Purchaser
hereunder,  Purchaser shall deliver to Seller a report identifying Balance Sheet
Gains or will  represent in writing that there are no Balance  Sheet Gains.  For
purposes of this Agreement, the term "Balance Sheet Gains" means any realization
with  respect to any current  asset in excess of its value as  reflected  on the
Acquired  Business Balance Sheet (as adjusted to account for any ordinary course
changes  thereto  through the Closing Date),  or any positive  realization  with


<PAGE>

respect to any Liability  reflected on the Acquired  Business  Balance Sheet (as
adjusted to account for any ordinary  course changes thereto through the Closing
Date) (in that Purchaser is actually  responsible  for any amount less than that
reflected thereon).

9.9  Application  of  Indemnification  Provisions.  The  parties  agree that the
limitations of the  indemnification  provisions  contained in Sections 9.5, 9.6,
9.7 and 9.8 above do not apply to the parties'  rights and obligations to defend
and hold harmless  with regard to third party  claims,  pursuant to Sections 9.1
and 9.2 above.

                                    ARTICLE X
                               GENERAL PROVISIONS

10.1 Collection of Accounts  Receivable.  Upon and after the Closing,  Purchaser
shall have the right and  authority to collect all  Receivables  transferred  to
Purchaser  pursuant  to this  Agreement  and to  endorse  the name of EGI on any
checks  received  on  account of any such  Receivables.  Seller  shall  promptly
transfer and deliver to Purchaser any cash,  checks or other  property which EGI
may  receive in respect of such  accounts  after the Closing  Date.  Seller will
cooperate with Purchaser,  at its reasonable  request,  on and after the Closing
Date in  endeavoring  to collect all  Receivables  transferred  to  Purchaser by
furnishing,  at Purchaser's cost and expense,  such  information,  testimony and
other  assistance  as  Purchaser  may  reasonably  require  in  connection  with
collection of such accounts.  Payments received from customers in respect of any
Receivables  shall be  applied to the oldest  outstanding  Receivable  from such
customer,  unless  such  customer,  acting  on its  own  volition,  specifically
identifies such payment to a particular  Receivable,  in which case such payment
shall be applied to the  specified  Receivable.  Purchaser  hereby agrees not to
coerce or suggest, directly or indirectly, in any way, to any customer that they
identify  any payment to a particular  Receivable,  and in the event of any such
coercion  or  suggestion  Purchaser  agrees  to make a  credit  to EGI,  for any
Receivables  put to EGI as provided  below, in an amount equal to five times the
amount of that Receivable.  Purchaser shall use commercially  reasonable efforts
to collect the  Receivables  (but shall not be obligated  hereunder to bring any
action to collect  any  Receivables)  but if it shall  fail to collect  the full
amount of any such Receivable within 180 days after the Closing Date,  Purchaser
shall have the right to put such  Receivable to Seller,  whereupon  Seller shall
repurchase such Receivable from Purchaser at the face amount thereof;  provided,
however, that Seller shall not have any obligation to repurchase any Receivables
until the aggregate  amount of Receivables  which  Purchaser has a right to, and
has  elected  to,  put to Seller  exceeds  the  amount of any  reserve  for such
Receivables  reflected  on the  September  30,  2000  balance  sheet  previously
delivered to Purchaser (or, if delivered  pursuant to Section 7.1(8) above,  the
balance sheet as at the date provided  therein),  and then only to the extent of
such  excess.  Any such put right must be  exercised on or before 360 days after
the Closing  Date  unless  extended  in writing by Seller.  Notwithstanding  the
foregoing,  Purchaser  shall not have the right to put to Seller any  Receivable
which  Purchaser has  compromised or settled or agreed to accept payment at less
than the face amount thereof in full  satisfaction  thereof or otherwise given a
credit in respect  thereof.  Upon a put of a receivable to EGI,  Purchaser  will
cooperate with Seller, at its reasonable  request, in endeavoring to collect all
Receivables  put to EGI by  furnishing,  at  Seller's  cost  and  expense,  such
information,  testimony and other assistance as Seller may reasonably require in
connection with collection of such accounts.

<PAGE>

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

10.3  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 Purchaser:

AremisSoft (UK) Plc
Goldsworth House
Denton Way, Goldsworth Park
Woking, Surrey GU21 3LG, UK

with a required copy to:

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


If to Seller:

Verso Technologies, Inc.
400 Galleria Parkway, Suite 300
Atlanta, Georgia 30339, USA

with a required copy to:

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


<PAGE>


10.4 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.

10.5  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 3.1, 3.2, 3.3, 4.1, 4.2
and 4.3 which shall survive indefinitely, and for those contained in Section 4.4
which shall survive until March 31, 2001.

10.6 Miscellaneous.  This Agreement and the existing  confidentiality  agreement
referenced in Section 6.3 constitute the entire  agreement and supersedes all of
the prior  agreements  and  understandings,  both written and oral,  between the
parties,  with  respect to the subject  matter  hereof,  except as  specifically
provided  otherwise or referred to herein,  so that no such external or separate
agreements  relating to the subject  matter of this Agreement (1) shall have any
effect or be  binding,  unless  the same is  referred  to  specifically  in this
Agreement  or is  executed  by the  parties  after the date  hereof;  (2) is not
intended to confer upon any other person any rights or remedies  hereunder;  (3)
shall not be assigned by operation of law or otherwise except for assignments of
all or any part of the  rights  of  Purchaser  hereunder,  which  may be  freely
assigned  by  Purchaser  so long as the  obligations  of  Purchaser  under  this
Agreement  remain  obligations  of,  or  their  performance  is  unconditionally
guaranteed  (which must be a guaranty of performance,  and not just  collection,
with no duty on the part of Seller  to  pursue  the  assignee  first,  and which
guarantee  must be  approved by Seller in advance,  which  approval  will not be
unreasonably withheld) by, Purchaser; and (4) shall be governed in all respects,
including validity,  interpretation and effect, by the internal laws of Belgium,
without regard to the principles of conflict of laws thereof. It is acknowledged
and  understood  by Seller  that  Purchaser  may assign it  rights,  but not its
obligations, hereunder, after execution and prior to the Closing, to one or more
wholly-owned (direct or indirect) Subsidiaries of Purchaser.  This Agreement may
be executed in two or more counterparts which together shall constitute a single
agreement  and  facsimile  signatures  shall have equal  dignity  with  original
signatures for all purposes.


                           [INTENTIONALLY LEFT BLANK]



<PAGE>



     IN WITNESS  WHEREOF,  the  undersigned  have caused this  Agreement for the
Purchase and Sale of Assets to be signed in five original  copies,  one for each
party  hereto and the others for the Belgian tax  authorities,  on December  __,
2000 by their respective officers thereunto duly authorized.

                                      Purchaser:

                                      AremisSoft Hospitality (U.S.), Inc.


                                      By: ___________________________________
                                          Roys Poyiadjis, CEO


                                     Seller:

                                     Verso Technologies, Inc., formerly named
                                     Eltrax Systems, Inc.


                                     By: ___________________________________
                                         Juliet M. Reising,
                                         Executive Vice President and
                                         Chief Financial Officer



                                     Eltrax Group, Inc.


                                     By: ___________________________________
                                         Wim Vanhoof, Proxyholder