ELTRAX SYSTEMS PTY LTD

                         AREMISSOFT AUSTRALIA PTY LIMITED


                             AREMISSOFT CORPORATION


                            ELTRAX INTERNATIONAL, INC


                             VERSO TECHNOLOGIES, INC


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                            DEED OF SALE AND PURCHASE
                                   OF BUSINESS

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                            CORRS CHAMBERS WESTGARTH
                                     Lawyers
                        Level 32, Governor Phillip Tower
                                 1 Farrer Place
                                 SYDNEY NSW 2000
                                    AUSTRALIA
                               Tel: (02) 9210 6500
                               Fax: (02) 9210 6611
                                 DX: 133 SYDNEY

                                      Ref:

                                    S/1096829


<PAGE>
<TABLE>
<S>                                                                                                         <C>

                                    CONTENTS


1          INTERPRETATION............................................................................................1
           1.1       Definitions.....................................................................................1
           1.2       Construction....................................................................................6
           1.3       Headings........................................................................................7

2          TRANSACTION...............................................................................................7
           2.1       Sale and purchase of the Business...............................................................7
           2.2       Assumed Liabilities.............................................................................7
           2.3       Representations.................................................................................7
           2.4       Inconsistency...................................................................................8
           2.5       Purchase Price apportionment....................................................................8

3          PURCHASE PRICE............................................................................................8
           3.1       Time and manner of payment......................................................................8

4          COMPLETION................................................................................................8

5          AGREEMENT TO ACQUIRE FOREIGN OPERATIONS...................................................................8

6          CONDITIONS TO COMPLETION..................................................................................8
           6.1       Conditions to obligation of Purchaser...........................................................8
           6.2       Conditions to obligation of the Vendor.........................................................10

7          EMPLOYEES................................................................................................10
           7.1       Offers of Employment...........................................................................10
           7.2       Vendor's Obligation to Transferring Employees..................................................11
           7.3       Purchasers Obligation to Transferring Employees................................................11
           7.4       Indemnity......................................................................................11

8          COVENANTS OF THE PURCHASER...............................................................................11
           8.1       Affirmative Covenants..........................................................................11
           8.2       Cooperation....................................................................................12
           8.3       Expenses.......................................................................................12
           8.4       Publicity......................................................................................12
           8.5       Cooperation....................................................................................12

9          covenants of the vendor..................................................................................13
           9.1       Affirmative covenants..........................................................................13
           9.2       Covenant not to compete........................................................................13
           9.3       Access and information.........................................................................13
           9.4       No solicitation................................................................................14
           9.5       Conduct of Business pending the Transactions...................................................14
           9.6       Cooperation....................................................................................15
           9.7       Expenses.......................................................................................16
           9.8       Publicity......................................................................................16
           9.9       Updating the Schedules and Disclosure Documents................................................16
           9.10      Payment of Unassumed Liabilities...............................................................16

<PAGE>


10         INDEMNITY BY Vendor......................................................................................16

11         INDEMNITY BY PURCHASER AND PURCHASER'S GUARANTOR.........................................................17

12         Remedies.................................................................................................17
           12.1      Procedures.....................................................................................18
           12.2      Negotiation....................................................................................18
           12.3      Failure to Respond.............................................................................18
           12.4      Co-operation...................................................................................18
           12.5      Initial Limitation.............................................................................19
           12.6      Aggregate Limitation...........................................................................19
           12.7      Available Insurance Limitation.................................................................19
           12.8      Accounts Adjustment Limitation.................................................................19
           12.9      Application of Indemnification Provisions......................................................20

13         PURCHASER'S GUARANTOR....................................................................................20

14         TERMINATION..............................................................................................20

15         AMENDMENT................................................................................................21

16         WAIVER...................................................................................................21

17         RELIEF...................................................................................................21

18         WARRANTOR'S OBLIGATIONS..................................................................................21
           18.1      Guarantee......................................................................................21
           18.2      Indemnity......................................................................................22
           18.3      Guarantee not to be affected...................................................................22
           18.4      Continuing guarantee...........................................................................22
           18.5      No competition.................................................................................22
           18.6      Guarantee in addition to other rights of the Purchaser.........................................22
           18.7      Representations by the Warrantor...............................................................23

19         GST......................................................................................................23
           19.1      Definitions....................................................................................23
           19.2      Sums exclude GST...............................................................................23
           19.3      Responsibility for GST.........................................................................23
           19.4      Supply of going concern........................................................................23
           19.5      Reimbursement of expenses......................................................................24
           19.6      Tax invoice....................................................................................24

20         GENERAL PROVISIONS.......................................................................................24
           20.1      Collection of Accounts Receivable..............................................................24
           20.2      Arbitration....................................................................................25
           20.3      Notices........................................................................................25
           20.4      Interpretation.................................................................................26
           20.5      Survival of Representations and Warranties.....................................................26
           20.6      Miscellaneous..................................................................................26

<PAGE>


SCHEDULE 1 - WARRANTIES.............................................................................................28

1          REPRESENTATIONS AND WARRANTIES OF PURCHASER..............................................................30

2          REPRESENTATIONS AND WARRANTIES OF THE VENDOR.............................................................31

SCHEDULE 2 - DISCLOSURE DOCUMENT....................................................................................41

SCHEDULE 3 - ACCOUNTS...............................................................................................43

SCHEDULE 4 - EMPLOYEES..............................................................................................44

</TABLE>

<PAGE>

THIS DEED is made on                                          2000


BETWEEN  Eltrax  Systems  Pty Ltd ACN 053  993  025 a  company  incorporated  in
     Australia  of, Unit A, Level 2, 15 Rodborough  Road,  Frenchs  Forest,  New
     South Wales ("Vendor")

AND  AREMISSOFT  Australia Pty Limited ACN 094 649 377 a company incorporated in
     Australia of Unit A, Level 2, 15 Rodborough Road, Frenchs Forest, New South
     Wales ("Purchaser")

AND  AremisSoft  Corporation of 216 Haddon Avenue,  Suite 607, Westmont NJ 08108
     ("Purchaser Guarantor")

AND  Eltrax  International Inc and Verso  Technologies Inc. both of 400 Galleria
     Parkway, Suite 300, Atlanta, GA 30339 ("Warrantor")

-RECITALS:

A    The Vendor is the owner of and carries on the Business.

B    The Vendor  desires to sell the Business  including the Goodwill as a going
     concern and the  Purchaser  has agreed to  purchase  the  Business  for the
     Purchase Price on the terms of this Agreement.

C    To induce  the  Purchaser  to enter into this  document  the Vendor and the
     Warrantor  have made  representations  to the Purchaser in the terms of the
     Warranties  with the  intention  that the  Purchaser  should  rely upon the
     Warranties.

D.   To induce the Vendor to enter into this  document  the  Purchaser  has made
     representations to the Vendor in terms of the Warranties with the intention
     that the Vendor should rely upon the Warranties

E    The Warrantor has agreed to guarantee the  performance by the Vendor of the
     Vendor's obligations under this Agreement in consideration of the Purchaser
     entering into this Agreement.

F    The  Purchaser's  Guarantor has agreed to guarantee the  performance by the
     Purchaser  of  the   Purchaser's   obligations   under  the   Agreement  in
     consideration of the Vendor entering into the Agreement.

it is agreed

1    INTERPRETATION

1.1  Definitions

     In this Agreement:

<PAGE>

"Accounting Standards" means:

(a)  the accounting standards as defined in the Corporations Law;

(b)  where  not  inconsistent  with  the  accounting  standards  referred  to in
     paragraph (a) Australian Accounting Standards; and

(c)  where  not  inconsistent  with  the  accounting  standards  referred  to in
     paragraph  (a)  or  Australian  Accounting  Standards,  generally  accepted
     accounting principles and practices in Australia consistently applied.

"Accounts"  means profit and loss  accounts and balance  sheet of the Vendor and
includes all  statements,  reports and notes  attached to or intended to be read
with  any of  those  profit  and loss  accounts  or  balance  sheets  and  where
appropriate:

(a)  financial  statements  required  under  Division  4  of  Part  3.6  of  the
     Corporations Law;

(b)  a copy of the director's  statement  under section 301 of the  Corporations
     Law; and

(c)  a copy of the auditor's report under section 332 of the Corporations Law,

a copy of which comprises Schedule 3

"Accounts Date" means 30 September 2000.

"Agreement" means this Agreement for the Purchase and Sale of Assets,  including
all of the Schedules specifically referred to in this Agreement that are or have
been delivered by a party to this Agreement to another party in connection  with
the Agreement,  and including all duly adopted  amendments,  modifications,  and
supplements to or of this Agreement.

"Assets" means all assets used in the Business including without limitation:

(a)  the Intellectual Property;

(b)  the Software Products; and

(c)  all  other  assets  of  the  Vendor,   tangible  or  intangible  (including
     contractual  warranty,  and  other  rights),  the use or  value of which is
     related to the assets so identified.

"Assumed  Liabilities" means those known Liabilities reflected in the accounting
records of the Vendor to be assumed by the Purchaser pursuant to this Agreement,
consisting  of those known and  absolute  Liabilities  reflected  in the Balance
Sheet, effected through the operation of the Business in the ordinary course and
no other Liabilities.

<PAGE>

"Australian  Accounting  Standards" means the accounting standards issued by the
Institute of Chartered  Accountants in Australia and the  Australian  Society of
Certified Practising Accountants.

"Balance  Sheet" means the Balance  Sheet as at 30 September  2000 included with
the Accounts and as set out in Schedule 3.

"Balance Sheet Gains" means any realisation with respect to any current Asset in
excess of its value as reflected in the Accounts (as adjusted to account for any
ordinary  course  changes  prior  to  the  Completion  Date),  or  any  positive
realisation with respect to any liability reflected in the Accounts (as adjusted
to account for any ordinary course changes prior to the Completion Date).

"Business"  means the  Vendor's  development  and  distribution  of software and
hardware for the hospitality  industry and associated  businesses as at the date
of this agreement.

"Business  Day" means a day on which trading banks are open for general  banking
business in Sydney, Australia and Atlanta, United States of America.

"Completion"  means  completion  of the sale and  purchase  of the  Business  in
accordance with the terms of this Agreement.

"Completion  Date" means the date on which the sale and purchase of the Business
is completed, in accordance with clause 2.1.

"Corporations  Law" means the Corporations Law and the Corporations  Regulations
in each Australian  jurisdiction and (where the context so permits) includes any
statute, ordinance, code or any prior corresponding legislation.

"Disclosure  Document"  means  the  document  delivered  by  the  Vendor  to the
Purchaser containing certain disclosures  relative to this Agreement,  a copy of
which is attached as Schedule 2.

"Employees"  means all the  employees  of the  Vendor  engaged  in the  Business
including, those listed in Schedule 4.

"Entity" means a corporation,  partnership, sole proprietorship,  joint venture,
or other form of  organisation  formed for the  conduct of a  business,  whether
passive or active.

"Guarantee"  means the guarantee  and indemnity  granted by the Warrantor to the
Purchaser by clause 18.

"Guarantee  and  Indemnity"  means the guarantee  and  indemnity  granted by the
Warrantor to the Purchaser in accordance with clause18.

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

<PAGE>

"Inventories"  means the stock of raw  materials,  work in progress and finished
goods, including but not limited to finished goods purchased for resale, held by
the Vendor for manufacturing, assembly, processing, finishing, sale or resale to
others from time to time in the ordinary course of business of the Vendor in the
form in which such inventories are then held or after manufacturing, assembling,
finishing, processing, incorporating with other goods or items, refining and the
like.

"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.

"Loss" means any loss  (including  loss of profit and loss of expected  profit),
claim, action, liability,  damage, cost, charge, expense, diminution in value or
deficiency of any kind or character which the Purchaser pays,  suffers or incurs
or is liable for including, without limitation:

     (i)  all liabilities on account of Taxes;

     (ii) all interest and other amounts payable to third parties; and

     (iii) all legal(on a full indemnity  basis) and other expenses  incurred in
          connection  with  investigating  or  defending  any  claim or  action,
          whether or not  resulting  in any  liability  and all amounts  paid in
          settlement of claim or action.

"Principal  Agreement"  means the  Agreement  for the  Purchase  and Sale Assets
between  AremiSsoft  Corporation,  a Delaware  Corporation as Purchaser,  Eltrax
Systems,  Inc, a Minnesota  Corporation and Eltrax  Hospitality  Group,  Inc., a
Georgia Corporation, as Seller and dated on or about the date of this Agreement.

"Projections" means the projections of economic results of the Business prepared
by the Vendor on a monthly  basis  through 31 December 2000 and delivered to the
Purchaser  pursuant to the terms of this Agreement.  Such  Projections  include,
separately  and  consolidated,  projected  financial  results for each  separate
business operation of the Business.

"Property  Plant and  Equipment"  means all property plant and equipment used in
the Business and reflected in the Balance Sheet.

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

"Purchase Price" means USD$300,000.00.

"Receivables" means accounts receivable,  notes receivable and other obligations
appearing  as assets in the books of the Vendor,  and  customarily  reflected as

<PAGE>


assets in the  Accounts of the Vendor  prepared in  accordance  with  Australian
Accounting Standards, indicating monies owed to the Vendor.

"Related  Transaction"  means  the sale by  Verso  Technologies  Inc and  Eltrax
Hospitality  Systems  Inc of  its  assets  and  liabilities  of  its  operations
currently conducted in the foreign  jursidictions of Belgium (Eltrax Group Inc),
Hong Kong (Eltrax Hospitality Ltd), Malayasia (Eltrax Malayasia) SBD. HD, Norway
(Eltrax Systems Scandanavia AS), Singapore (Eltrax Systems Pty Ltd),  Switerland
(Eltrax Holdings AG) and the United Kingdom (Eltrax UK Limited).

"Software  Products" means 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, and the Great Plains
Software Australasian Partnership Agreement between Sulcus Australia Pty Ltd and
Great Plains Software Pty Ltd.

"Taxes" includes:

     (a)  all taxes levied,  imposed or assessed under the Income Tax Assessment
          Act or any other statute, ordinance or law, in Australia or elsewhere;
          and

     (b)  taxes in the nature of sales tax,  consumption  tax,  value added tax,
          payroll  tax,  group tax,  PAYE,  undistributed  profits  tax,  fringe
          benefits tax, recoupment tax,  withholding tax, land tax, water rates,
          municipal rates, stamp duties, gift duties or other state, territorial
          goods  and  services  tax,   Commonwealth  or  municipal   charges  or
          impositions levied, imposed or collected by any government body

together with any additional tax, interest, penalty, charge, fee or other amount
of any kind  assessed,  charged or imposed in relation to the non, late or short
payment of the same or the failure to file any return.

"Transaction"  means the sale of the Assets,  and the  assumption of the Assumed
Liabilities,  for the Purchase  Price as provided  for, and subject to the terms
and conditions of this Agreement.

"Transferring  Employee" means all of the Employees of the Vendor who accept the
Purchaser's offer of employment.

"Unaudited  Financial  Statements"  means the Balance  Sheet as at 30  September
2000,  the  financial  statements  for the period ended 31 December 1999 and the
related  notes  prepared for the Business,  but  excluding the Excluded  Assets,
prepared in accordance with Australian Accounting Standards.

"US Transaction" means the Agreement for the Sale and Purchase of Assets between
AremisSoft Corporation,  a Delaware Corporation,  as Purchaser,  Eltrax Systems,
Inc,.  a Minnesota  corporation,  and Eltrax  Hospitality  Group Inc., a Georgia
Corporation, as Seller.

"Warranties" means all of the representations of the Vendor and the Purchaser in
this document including those set out in Schedule 1.

<PAGE>

1.2  Construction

     Unless expressed to the contrary:

     (a)  words importing:

          (i)  the singular include the plural and vice versa;

          (ii) any gender includes the other genders;

     (b)  if a word  or  phrase  is  defined  cognate  words  and  phrases  have
          corresponding definitions;

     (c)  a reference to:

          (i)  a person includes a firm, unincorporated association, corporation
               and a government or statutory body or authority;

          (ii) a person includes its legal personal representatives,  successors
               and assigns;

          (iii)a statute,  ordinance, code or other law includes regulations and
               other  statutory   instruments   under  it  and   consolidations,
               amendments, re-enactments or replacements of any of them;

          (iv) a right  includes a benefit,  remedy,  discretion,  authority  or
               power;

          (v)  an  obligation  includes  a  warranty  or  representation  and  a
               reference  to a failure  to  observe  or  perform  an  obligation
               includes a breach of warranty or representation;

          (vi) provisions  or  terms  of  this  document  or  another  document,
               agreement,  understanding  or arrangement  include a reference to
               both express and implied provisions and terms;

          (vii) time is to local time in Sydney, Australia;

         (viii)"USD$" or "US dollars" is a reference to the lawful currency of
               the United States;

          (ix) writing includes any mode of representing or reproducing words in
               tangible and  permanently  visible form,  and includes  facsimile
               transmissions; and

          (x)  any  thing  (including,  without  limitation,  any  amount)  is a
               reference  to the  whole or any part of it and a  reference  to a
               group of things or persons is a  reference  to any one or more of
               them.

     (d)  a reference to this  document  includes all  schedules,  annexures and
          appendices referred to in it;

<PAGE>

     (e)  the Warranties are to be construed separately, and the meaning of each
          Warranty  is in no way  limited by  reference  to any other  covenant,
          warranty or representation contained in this document; and

     (f)  no written  statement by or on behalf of the Vendor or any third party
          or state of  knowledge  of the  Purchaser  contrary to the  Warranties
          other than the  Disclosure  Letter is to result in or cause the waiver
          of any or all of the Warranties.

1.3  Headings

     Headings do not affect the interpretation of this document.

2    transaction

2.1  Sale and purchase of the Business

     On the  Completion  Date subject in all  instances to each of the terms and
     conditions  contained in this Agreement,  the Vendor shall sell,  transfer,
     convey, and assign to the Purchaser, by instruments reasonably satisfactory
     in form and substance to the  Purchaser,  and the  Purchaser  shall acquire
     from the Vendor, the Assets, and shall assume the Assumed Liabilities,  and
     only those Liabilities, in exchange for the Purchase Price.

2.2  Assumed Liabilities

     (a)  The parties agree that the Purchaser is not assuming,  becoming liable
          for,  or agreeing to  discharge  or in any manner  becoming in any way
          responsible  for any of the  Liabilities  of the Vendor other than the
          Assumed  Liabilities.  The Purchaser hereby agrees to pay, perform, or
          discharge all of the Assumed Liabilities.

     (b)  The  Purchaser  agrees that its  obligation  to pay and  discharge the
          Assumed   Liabilities   is  continuing   and  will  not  merge  or  be
          extinguished on Completion.

2.3  Representations

     The Vendor:

     (a)  represents that the Assets are all the assets reasonably necessary for
          the  conduct of the  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  Business  and  all  contract,
          warranty,  and other  intangible  rights relating to or arising out of
          the Business;

     (b)  represents that, prior to Completion the Vendor holds all right, title
          and  interest  in the Assets  and that there are no other  agreements,
          understandings,  or arrangements which, as or after Completion,  would
          materially  adversely  affect  the  Assets  and the  Business,  or the

<PAGE>


          ability of the Vendor to sell, transfer,  convey and assign the Assets
          and the Business to the  Purchaser or result in the  assumption of any
          Liabilities by the Purchaser other than the Assumed Liabilities.

2.4  Inconsistency

     In the event of a conflict  between a provision of this  Agreement  and any
     provision of the  Principal  Agreement,  the  provisions  of the  Principal
     Agreement will prevail unless they are illegal,  unenforceable or relate to
     the laws of foreign jurisdiction.

2.5  Purchase Price apportionment

     (a)  The Purchase Price is to be apportioned between the Assets as follows:

          (i)  Accounts Receivable                          US$200,000
          (ii) Inventory                                    US$ 75,000
          (iii) Property, Plant and Equipment               US$ 25,000

3    PURCHASE PRICE

3.1  Time and manner of payment

     Payment of the Purchase Price by the Purchaser shall be made in immediately
     available  funds by wire transfer to such account or accounts of the Vendor
     as are notified to the  Purchaser in writing not less than 3 Business  Days
     prior to Completion.

4    Completion

     Completion shall simultaneously take place at the offices of the Purchaser,
     counsel to the  Purchaser,  the Vendor,  counsel to the Vendor,  or at such
     other places as the parties to this Agreement may agree.

5    Agreement to acquire foreign operations

     On or prior to the Completion  Date,  certain assets and liabilities of the
     operations of the Warrantor  currently  conducted in the United States will
     be sold. Completion of this Transaction,  shall be dependent on the closing
     of the US Transaction, such that this Transaction shall not close until the
     US  Transaction  closes,   notwithstanding  any  other  provision  of  this
     Agreement  or of the  purchase  agreement  for  the US  Transaction  to the
     contrary.

6    conditions to completion

6.1  Conditions to obligation of Purchaser

     The obligation of the Purchaser to effect the Transaction  shall be subject
     to the  fulfilment at or prior to  Completion of the following  conditions,
     unless the Purchaser agrees to waive such fulfilment:


<PAGE>

     (a)  this  Agreement  and the  Transaction  contemplated  by it shall  have
          received those approvals, consents,  authorisations,  and waivers from
          government  and other  regulatory  agencies  and other  third  parties
          (including  lenders,  holders  of debt,  securities  and  lessors)  as
          necessary;

     (b)  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 completion of the Transaction;

     (c)  the Vendor 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  Completion  and shall have  complied
          with  all  material   requirements,   rules  and  regulations  of  all
          regulatory   authorities   having   jurisdiction   relating   to   the
          Transaction;

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

     (e)  the  representations  and  warranties for the Vendor set forth in this
          Agreement  shall be true in all  material  respects  as of the date of
          this  Agreement  or,  except in such  respects  as, in the  reasonable
          judgment of the Purchaser,  do not materially and adversely affect the
          business condition (financial or otherwise),  operations, or prospects
          of the Business or the Assets, at the Completion Date as if made as of
          such time;

     (f)  the Purchaser shall have received from the Vendor documents sufficient
          to transfer  title of the Assets to the  Purchaser and the delivery of
          all  Software  Products  and  Intellectual   Property,  in  each  case
          reasonably satisfactory in form and substance to the Purchaser and its
          counsel;

     (g)  all conditions to the completion of the US  Transaction,  as described
          in clause 5 above,  have been satisfied or waived, it being an express
          requirement  that  the US  Transaction  described  in  clause  5 above
          complete on the same day,  adjusted for the appropriate  time zone for
          that jurisdiction;

     (h)  the  employment  agreements  between  the  Purchaser  and the  persons
          identified  in  Schedule D have been  executed  and  delivered  by the
          parties;

     (i)  the Vendor will use commercially  reasonable efforts to make available
          to the  Purchaser  prior to Completion  an updated  unaudited  balance
          sheet and income  statement with related notes and schedules as of the
          end of the month  immediately  prior to the Completion  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 31  July  2000  and  the  income
          statement for the period ended 30 September  2000, in their  entirety,
          for all purposes relevant to this Agreement; and

<PAGE>


6.2  Conditions to obligation of the Vendor

     The obligation of the Vendor to effect the Transaction  shall be subject to
     the  fulfilment  at or prior to  Completion  of the  following  conditions,
     unless the Vendor waives such fulfilment:

     (a)  this  Agreement  and the  Transaction  contemplated  hereby shall have
          received those approvals,  consents,  authorisations  and waivers from
          governmental  and other  regulatory  agencies and other third  parties
          (including lenders, holders of debt securities and lessors);

     (b)  there shall not be in effect a preliminary or permanent  injunction or
          other  order by any federal or state  authority  which  prohibits  the
          completion of the Transaction;

     (c)  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  Completion  and shall have  complied with
          all material  requirements,  rules and  regulations  of all regulatory
          authorities having jurisdiction relating to the Transaction;

     (d)  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,  taken as a whole, as
          of the Completion Date as if made as of such time;

     (e)  the  Vendor  shall  have   received   from  the   Purchaser   evidence
          satisfactory to the Vendor and its counsel that the Purchase Price 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 Vendor;

     (f)  all  other  conditions  to  the  closing  of the  US  Transaction,  as
          described in clause 5 above,  have been satisfied or waived,  it being
          an express  requirement that the US Transaction as described in clause
          5 above, close on the same day, adjusted for the appropriate time zone
          for that jurisdiction.

7    employees

7.1  Offers of Employment

     (a)  The Purchaser  must offer  employment in writing to the Employees with
          effect from the Completion Date.

     (b)  The terms of the employment  offered must be at least as favourable as
          the  terms  of the  Employees  current  terms of  employment  with the
          Vendor.

<PAGE>


7.2  Vendor's Obligation to Transferring Employees

     At the Completion Date the Vendor must terminate the Transferring Employees
     in writing.

7.3  Purchasers Obligation to Transferring Employees

     The Purchaser  must assume  liability for all  compensation  and employment
     entitlements  for the employees  indicated in Schedule 4 accrued but unpaid
     prior to the  Completion  Date  including  without  limitation,  and to the
     extent applicable:

     (a)  payment in lieu of notice or redundancy payment that the Vendor may be
          obliged to pay to the Employee on the  termination  of the  Employee's
          employment with the Vendor;

     (b)  commissions,  bonuses,  salary and accrued but  untaken  long  service
          leave  entitlements,  superannuation and all other award and statutory
          entitlements for the Transferring Employees; and

     (c)  untaken annual leave entitlements for Transferred Employees.

7.4  Indemnity

     The  Purchaser  fully  and   unconditionally   indemnifies  and  will  keep
     indemnified the Vendor (its directors,  officers,  agents and employees) in
     respect of any cost, claim,  demand,  loss,  expense or damages directly or
     indirectly  incurred or which may be directly or indirectly incurred by the
     Vendor (its directors, officers, agents and employees) in relation to:

     (a)  a breach by the Purchaser of its obligations under this clause 7 ; or

     (b)  the  termination  by the Vendor or any of its  employees in accordance
          with the terms of this Agreement.

8    Covenants of the purchaser

8.1  Affirmative Covenants

     From the date hereof  through the  Completion  Date, the Purchaser will use
     commercially reasonable efforts to satisfy the conditions to Completion set
     forth in this  Agreement  and  otherwise to ensure the prompt and expedient
     completion  of  the  Transaction  substantially  as  contemplated  by  this
     Agreement,  and will  use  commercially  reasonable  efforts  to cause  the
     Transaction   to  be  completed,   provided  in  all  instances   that  the
     representations  and  Warranties  of the Vendor in this  Agreement  are and
     remain true and  accurate in all material  respects and that the  covenants
     and  agreements  of the Vendor in this  Agreement are honoured and that the
     conditions to the  obligations of the Purchaser set forth in this Agreement
     are not incapable of satisfaction.

<PAGE>


8.2  Cooperation

     The Purchaser shall  reasonably  cooperate with the Vendor 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 Vendor.

8.3  Expenses

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

8.4  Publicity

     Prior  to the  Completion  any  written  news  releases  by  the  Purchaser
     pertaining to this Agreement or the  Transaction  shall be submitted to the
     Vendor for review and approval prior to release by the Purchaser, and shall
     be released only in a form approved by the Vendor, provided, however that:

     (a)  such approval shall not be unreasonably withheld; and

     (b)  such  review and  approval  shall not be  required  of releases by the
          Purchaser if prior review and  approval  would  prevent the timely and
          accurate dissemination of such press release as required to comply, in
          the judgment of counsel, with any applicable law, rule or policy.

8.5  Cooperation

     (a)  The Purchaser  acknowledges that  post-Completion,  the Vendor will be
          dissolved,  its  assets  liquidated  and its  affairs  wound  up.  The
          Purchaser will reasonably cooperate with the Vendor and its respective
          counsel, accountants,  agents and representatives in every way in that
          regard and in executing and delivering  all documents and  instruments
          deemed reasonably necessary or useful by the Vendor in that regard.

     (b)  Without  limiting  the  foregoing,  the  Purchaser  shall use its best
          efforts to cause  those  employees  of the Vendor  who  currently  are
          officers  of the Vendor and who become  employed by the  Purchaser  to
          remain as officers of the Vendor, without compensation,  and shall use
          its best efforts to cause such  employees  to execute and deliver,  on
          behalf of the Vendor,  the documents and  instruments  contemplated in
          the  immediately  preceding  sentence  and to  otherwise  further  the
          dissolution,  liquidation and winding up of the Vendor, as directed by
          the  Vendor,  provided,  however,  that  the  Purchaser  shall  not be
          required to take any action  which may expose the  Purchaser or any of
          its  officers,  directors,  employees  or agents to any  liability  in
          connection with such action.

     (c)  The Vendor shall  reimburse the  Purchaser for any and all  reasonable
          out-of-pocket expenses which it incurs and pays in connection with its
          duties and obligations  under this clause 8.5 but the Vendor shall not
          be  required  to  reimburse  the  Purchaser  for the time spent by its

<PAGE>


          employees in furtherance of such duties and obligations.

     (d)  The  Purchaser  shall use its best efforts to retain,  and on request,
          shall  provide the Vendor  with access to or copies of, all  documents
          which  the  Vendor  may  reasonably  request  in  connection  with the
          dissolution,  liquidation and winding up of the Vendor or in preparing
          and filing any and all tax returns and  financial  statements  for any
          periods ending on or prior to 31 December 2000, or in connection  with
          any audit  activities in respect of any periods  ending on or prior to
          31 December 2000.

9    covenants of the vendor

9.1  Affirmative covenants

     From the date hereof  through  the  Completion  Date,  the Vendor will take
     every  action  reasonably  required  of it to  satisfy  the  conditions  to
     Completion  set forth in this  Agreement and otherwise to ensure the prompt
     and expedient  completion of the Transaction  substantially as contemplated
     hereby,  and will exert all reasonable  efforts to cause the Transaction to
     be  completed,  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 this
     Agreement are honoured and that the  conditions to the  obligations  of the
     Vendor set forth in this Agreement are not incapable of satisfaction.

9.2  Covenant not to compete

     The Vendor will execute a five (5) year non-competition  agreement with the
     Purchaser to preclude the Vendor from engaging in any business  competitive
     with  that  of  the  Business,   directly  or   indirectly,   alone  or  in
     collaboration with others, except with the written consent of the Purchaser
     or as a shareholder  of less than one percent (1%) of the common stock of a
     publicly held company  engaged in one or more of such  businesses  and with
     such other terms as are mutually acceptable to the Vendor and Purchaser.

9.3  Access and information

     Subject  to  the  terms  and  conditions  of the  existing  confidentiality
     agreement between the Vendor and the Purchaser (the terms and conditions of
     which are  incorporated  herein  by  reference),  between  the date of this
     Agreement and the Completion  Date the Vendor shall afford to the Purchaser
     and to the  Purchaser's  accountants,  counsel,  and other  representatives
     reasonable  access during normal business hours throughout the period prior
     to  Completion to all of its  properties,  books,  contracts,  commitments,
     records  (including,  but not  limited  to,  tax  returns),  and  personnel
     relating  to the Assets or the  Business  and,  during such  period,  shall
     furnish promptly to the Purchaser:

     (a)  all written  communications  to its  directors or to its  shareholders
          generally relating to the Assets or the Business;

     (b)  internal  monthly  financial  statements  of the Business  when and as
          available; and

<PAGE>


     (c)  all other  information  relating to the Assets or the  Business as the
          Purchaser may reasonably  request,  but no  investigation  pursuant to
          this clause 9.3 shall affect any  representations or Warranties of the
          Vendor,  or the  conditions  to the  obligations  of the  Purchaser to
          complete the Transaction  contained in this  Agreement.  The Purchaser
          and its  representatives  shall use their best efforts to assert their
          rights hereunder in such a manner as to minimise interference with the
          business of the Vendor.

9.4  No solicitation

     Until  the  Completion  Date  or  the  termination  of  this  Agreement  in
     accordance  with its terms,  the Vendor,  and those  acting on behalf of it
     will not, and the Vendor 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 Assets or the Business.
     The  Vendor  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 Vendor's  business,  or providing
     information to government authorities.

9.5  Conduct of Business pending the Transactions

     The Vendor  covenants  and agrees  with the  Purchaser  that,  prior to the
     completion 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  Disclosure
     Document, the Vendor will comply with each of the following:

     (a)  the Business,  and the other  businesses that relate to, use or affect
          the Assets,  if any, will be conducted  only in the ordinary and usual
          course,  the Vendor  shall use  reasonable  efforts to keep intact the
          business  organisation  and good will of the Business,  keep available
          the services of its employees whose principal activities relate to the
          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 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
          Business or affecting any material part of the Assets;

     (b)  it 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 Business or any of
          the Assets,  except in the ordinary  course of business and consistent
          with past practice;

<PAGE>

     (c)  it shall not:

          (i)  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 Business; or

          (ii) 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.

     (d)  it shall not sell, lease, mortgage,  encumber, or otherwise dispose of
          or  grant  any  interest  in any  of  the  Assets  except  for  sales,
          encumbrances  and other  dispositions or grants in the ordinary course
          of business of the  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 affect and do not impair the use of the
          property,  or as  specifically  provided  for  or  permitted  in  this
          Agreement;

     (e)  it  shall  not  enter  into,  or  terminate,   any  material  contact,
          agreement,  commitment,  or understanding relating to or affecting the
          Assets or the Business;

     (f)  it shall not enter into any agreement,  commitment,  or understanding,
          whether in writing or  otherwise,  with  respect to any of the matters
          referred to in clauses 9.5(a) through (e) above;

     (g)  the Vendor 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 Assets or the  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 Assets or the Business;

     (h)  the Vendor  will  comply in all  material  respects  with all laws and
          regulations  applicable  to the  operations  of the  Business  and the
          utilisation of the Assets;

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

9.6  Cooperation

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

<PAGE>


9.7  Expenses

     Whether  or not the  Transaction  is  completed,  all  costs  and  expenses
     incurred by the Vendor in connection with the preparation of this Agreement
     and  in  preparation  for  the  Transaction  and  in  connection  with  the
     Completion  of the  Transaction  contemplated  hereby  shall be paid by the
     Vendor.

9.8  Publicity

     Prior to the Completion any written news releases by the Vendor  pertaining
     to this  Agreement or the  Transaction  shall be submitted to the Purchaser
     for  review and  approval  prior to  release  by the  Vendor,  and shall be
     released only in a form approved by the Purchaser, provided, however, that:

     (a)  approval shall not be unreasonably withheld; and

     (b)  such  review and  approval  shall not be  required  of releases by the
          Vendor 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.

9.9  Updating the Schedules and Disclosure Documents

     The Vendor shall notify the  Purchaser of any changes,  additions or events
     which may cause any change in or addition to the Disclosure Document or any
     Schedules   delivered  by  it  under  this  Agreement  promptly  after  the
     occurrence  of  the  same  and  again  at the  Completion  by  delivery  of
     appropriate  updates to the Disclosure  Document and to all such Schedules.
     No such  notification  made pursuant to this clause shall be deemed to cure
     any breach of any  representation or Warranty made in this Agreement unless
     the  Purchaser  specifically  agrees  hereto in writing  nor shall any such
     notification  be  considered  to constitute or give rise to a waiver by the
     Purchaser of any condition set forth in this Agreement.

9.10 Payment of Unassumed Liabilities

     The Vendor and the  Warrantor  agree to promptly pay when due, or otherwise
     to  discharge,  without  cost or expense to the  Purchaser,  each and every
     Liability  of  it  relating  to  the   Business   other  than  the  Assumed
     Liabilities.

10   INDEMNITY BY Vendor

     The  Vendor  agrees to jointly  and  severally  indemnify,  defend and hold
     harmless,  the  Purchaser  and  its  officers,   directors,   shareholders,
     managers, members, employees,  independent contractors,  agents, successors
     and assigns (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:

<PAGE>


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

     (b)  any  breach of  failure  of the  Vendor to  perform  any  covenant  or
          agreement  required  to be  performed  by the Vendor  pursuant to this
          Agreement  or  any  of  the  Attendant  Documents  including,  without
          limitation,  the Vendor's obligations to pay the unassumed Liabilities
          under clause 9.10 above;

     (c)  any  and  all  actions,  suits,  proceedings,   demands,  assessments,
          judgments,  costs and expenses,  including reasonable  attorneys' fees
          and consultants' fees (the "Related Expenses").

11   Indemnity by Purchaser and purchaser's guarantor

     The  Purchaser  and the  Purchaser's  Guarantor  hereby agree to indemnify,
     defend  and  hold  harmless,  the  Vendor  from  and  against  any  and all
     liabilities,  losses,  costs or expenses which the Vendor may suffer or for
     which the Vendor  may  become  liable and which are based on, or the result
     of, or arising out of or are otherwise related to any of the following:

     (a)  any   inaccuracy   or   misrepresentation   in,   or   breach  of  any
          representation  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 Vendor  pursuant to
          this Agreement or any of the Attendant Documents; and

     (b)  any breach or failure of the  Purchaser  to perform  any  covenant  or
          agreement  required to be performed by the Purchaser  pursuant to this
          Agreement  or  any  of  the  Attendant  Documents  including,  without
          limitation,  Purchaser's  obligations  to pay the Assumed  Liabilities
          under clause 2.2 above.

12   Remedies

     The  Purchaser  and the Vendor  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  clause  12 shall  be the  Purchaser  and the
     Vendor's sole and exclusive  remedies  relative to the recovery of economic
     or monetary damages.

<PAGE>


12.1 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 the  Purchaser or
     the Vendor may seek  indemnification  pursuant  to clause 10, or clause 11,
     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  part of its  obligations
     pursuant  to clause 10 and clause 11,  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 in accordance with clause 20.3.

12.2 Negotiation

     Except as otherwise provided:

     (a)  the  indemnifying  party  shall  have the  right,  at its  option  and
          expense,  to defend  against,  negotiate,  or settle any such claim or
          demand,  and if the  indemnifying  party  exercises  that option,  the
          indemnifying  party  shall  not be  liable  for the fees and  expenses
          incurred   after  the  date  the   indemnifying   party  notifies  the
          indemnified  party  of such  exercise  by a  counsel  employed  by the
          indemnified party;

     (b)  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; and

     (c)  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).

12.3 Failure to Respond

     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  defence  thereof as it may, in its sole
     discretion,  deem proper,  at the sole cost and expense of the indemnifying
     party.  The parties agree to cooperate  fully with each other in connection
     with the defence,  negotiation or settlement of any such legal proceedings,
     claim or demand.

12.4 Co-operation

     (a)  The  Purchaser  shall,  and  shall  cause  its  accountants,  counsel,
          employees and other  representatives to reasonably  cooperate with the
          Vendor  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>


     (b)  The Vendor shall, and shall cause its accountants,  counsel, employees
          and other  representatives to, reasonably cooperate with the Purchaser
          in connection  with any and all disputes which may arise in connection
          with any and all of the Assumed Liabilities.

     (c)  The  Purchaser  shall cause its  accountants,  counsel,  employees and
          other representatives,  to make available to the Vendor, documents and
          other information and materials  reasonably requested by the Vendor in
          connection  with the Excluded  Liabilities  and the Vendor shall cause
          its   respective   accountants,    counsel,    employees   and   other
          representatives,  to make  available to the  Purchaser,  documents and
          other information and materials  reasonably requested by the Purchaser
          in connection with the Assumed Liabilities.

     The  party  requesting  cooperation  (the  Vendor  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  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  employees'  time spent in  connection  with
     such cooperative efforts.

12.5 Initial Limitation

     Other  than the rights to defend and hold  harmless  with  respect to third
     party claims  neither party shall have any  liability  for  indemnification
     pursuant to clause 10 and clause 11 above,  until the  aggregate  amount of
     all losses  suffered by the party seeking  indemnification  with respect to
     such matters  exceeds the sum of $100,000.00  provided  however,  that this
     limitation  shall not apply to  breaches  by the Vendor of its  obligations
     under  clause 10 or the  Purchaser  of its  obligations  to pay the Assumed
     Liabilities.

12.6 Aggregate Limitation

     The aggregate liability,  for either Party, for indemnification pursuant to
     clause 10 and clause 11, shall not exceed the sum of  $100,000.00  provided
     however,  that this limitation shall not apply to breaches by the Vendor of
     its obligations under clause 9.10 above or the Purchaser of its obligations
     to pay the Assumed Liabilities under clause 2.2.

12.7 Available Insurance Limitation

     The amount of any recovery for indemnification pursuant clause 10 or clause
     11 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  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.

12.8 Accounts Adjustment Limitation

     (a)  With respect to any claim of indemnification  related to any breach of
          clause 10 or any  other  representation  or  warranty  concerning  the
          Accounts,   the  amount  of  any   recovery  by  the   Purchaser   for

<PAGE>


          indemnification   pursuant   to  clause   10   above,   or  any  other
          representation or warranty  concerning the Accounts,  shall be reduced
          by any Balance Sheet Gains.

     (d)  The  Purchaser  shall  deliver to the Vendor or the Warrantor a report
          identifying  Balance  Sheet Gains or must  represent  in writing  that
          there are no Balance Sheet Gains.

12.9 Application of Indemnification Provisions

     The parties agree:

     (a)  That the limitations of the  indemnification  provisions  contained in
          clauses 12.5,  12.6,  12.7 and 12.8 above do not apply to the parties'
          rights and  obligations  to defend and hold  harmless  with  regard to
          third party  claims,  pursuant  to clause 10 and clause 11 above,  and
          shall   apply   on  a   collective   basis  to  all   agreements   for
          indemnification  including those to be entered into in respect of each
          of the Related Transactions, pursuant to clause 5 above;

     (b)  For the avoidance of doubt, a claim for indemnification as a result of
          a balance sheet  adjustment,  pursuant to clause 12.8 above,  shall be
          determined  after taking into account any positive  adjustments to the
          Accounts or to accounts associated with any Related Transactions; and

     (c)  The  parties  further  agree  that  the  Purchaser's  right to put any
          Receivables  back to the  Vendor,  as and to the  extent  provided  in
          clause 20.1 below,  shall be determined on a collective basis,  taking
          into  consideration  all  Receivables  of the  Vendor  and  all of the
          foreign entities associated with the Related Transactions.

13   PURCHASER'S GUARANTOR

     The Purchaser's Guarantor unconditionally and irrevocably guarantees to the
     Vendor,  performance  of all  of the  Purchaser's  obligations  under  this
     Agreement, including without limitation those under clause 2.

14   TERMINATION

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

     (a)  by mutual consent of the Purchaser and the Vendor;

     (b)  by the  Purchaser  or the  Vendor  upon the  material  breach  of this
          Agreement by the other; or

     (c)  by either the  Purchaser  or the Vendor,  upon  written  notice to the
          other,  if the conditions to such party's  obligations to complete the
          Transaction,  in the case of the Purchaser, as provided in clause 6.2,
          or, in the case the Vendor,  as  provided in clause 6.1,  were not, or
          cannot  reasonably be, satisfied on or before 26 October 2000,  unless

<PAGE>


          the failure of condition is the result of the material  breach of this
          Agreement by the party seeking to terminate this Agreement.

15   AMENDMENT

           This  Agreement  may be amended by the  Vendor 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  Vendor  and the
           Purchaser.

16   WAIVER

     At any time prior to the Completion Date, the Purchaser,  or the Vendor, by
     action taken by their respective boards of directors, may, but shall not be
     obligated to:

     (a)  extend the time for the performance of any of the obligations or other
          acts of the other parties hereto;

     (b)  waive any inaccuracies in the representations and warranties contained
          herein or in any document delivered pursuant hereto; or

     (c)  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.

17   RELIEF

     In the event of  liability  on the part of the Vendor to the  Purchaser  in
     accordance with the provisions of this Agreement  prior to Completion,  the
     parties  recognise 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.

18   WARRANTOR'S OBLIGATIONS

18.1 Guarantee

     The  Warrantor  acknowledges  that the  Purchaser  has  entered  into  this
     document at the request of the Warrantor in reliance, amongst other things,
     upon the Warrantor  executing this Agreement to assure the due and punctual
     observance  and  performance  by the  Vendor  of  the  provisions  of  this
     Agreement.  Accordingly,  the  Warrantor  unconditionally  and  irrevocably
     guarantees to the Purchaser the due and punctual observance and performance
     by the  Vendor  of all the  obligations  of the  Vendor  contained  in this
     Agreement and the truth of the Warranties.  Without  limiting the foregoing
     the Warrantor  further covenants to the Purchaser that it will use its best
     endeavours  to  ensure  the  Vendor's  compliance  with  the  terms of this
     Agreement.

<PAGE>


18.2 Indemnity

     The Warrantor  unconditionally and irrevocably  indemnifies,  and agrees to
     keep  indemnified,   the  Purchaser  its  servants  and  agents  and  if  a
     corporation its servants or officers against all Loss relating  directly or
     indirectly to:

     (a)  any  failure  by the Vendor to pay any  moneys in  relation  to, or to
          comply with any of its  obligations  contained  in or implied by, this
          Agreement; and

     (b)  this Agreement or any related security, transaction or agreement being
          or becoming void,  voidable or otherwise  unenforceable  in accordance
          with its terms or the priority or  effectiveness  of any of them being
          adversely affected.

18.3 Guarantee not to be affected

     Subject to clause 12, the liability of the Warrantor under this clause is a
     principal  unconditional  and  absolute  obligation  and is not  abrogated,
     prejudiced  or adversely  affected by the  granting of time,  credit or any
     other  forbearance,  indulgence  or  concession  to the Warrantor or to the
     Vendor  or by any  other  dealing,  matter  or  thing  which,  but for this
     provision,  could or might  operate to  abrogate,  prejudice  or  adversely
     affect the Guarantee and Indemnity  including,  (without  limitation),  the
     actual  or  alleged  invalidity  or  unenforceability  of any of the  other
     provisions of this Agreement.

18.4 Continuing guarantee

     The Guarantee and Indemnity is a continuing  guarantee and indemnity and is
     irrevocable   and   remains  in  full  force  and  effect   notwithstanding
     termination  of this  Agreement  until all  obligations of the Vendor under
     this Agreement have been  discharged and performed in full. If any payments
     made by the Vendor are set aside or avoided by any  statutory  provision or
     otherwise  such payment are taken not to have been made and do not diminish
     or reduce the liability of the Warrantor under the Guarantee and Indemnity.

18.5 No competition

     Until the Vendor has fully  discharged  and performed  all its  obligations
     under this Agreement,  the Warrantor may not without the written consent of
     the Purchaser:

     (a)  by way of  reduction  of its  liability  under  this  clause,  raise a
          set-off  or  counter-claim  available  to  itself,  the  Vendor  or  a
          co-surety or  co-indemnifier  against the Vendor or claim a set-off or
          make a counter-claim against the Vendor;

     (b)  prove in competition with the Purchaser against the Vendor.

18.6 Guarantee in addition to other rights of the Purchaser

     The Guarantee and Indemnity is in addition to and not in  substitution  for
     any  other  security  or  right  which  the  Purchaser  may now have or may
     subsequently  take or hold against the Vendor or the  Warrantor  and may be
     enforced without first recourse to such other security or right and without

<PAGE>

     taking any steps or  proceedings  against the Vendor,  notwithstanding  any
     rule of law or equity or statutory provision to the contrary.

18.7 Representations by the Warrantor

     The Warrantor warrants to the Purchaser that:

     (a)  it has the corporate power to enter into and perform and has taken all
          necessary  corporate  and other action to authorise  the execution and
          performance of the Guarantee and Indemnity;

     (b)  the Guarantee and Indemnity constitutes a legal and binding obligation
          of the Warrantor;

     (c)  the execution and  performance of the Guarantee and Indemnity does not
          violate any  provision of any existing  law or of the  memorandum  and
          articles of association of the Warrantor or of any mortgage,  contract
          or other  undertaking  to which the  Warrantor  is a party or which is
          binding upon the Warrantor or its assets; and

     (d)  the  Warrantor  is not aware of any matter  material to the conduct of
          the Business which has not been adequately  disclosed to the Purchaser
          in this Agreement.

19   GST

19.1 Definitions

     In this clause the expressions "adjustment note",  "consideration",  "GST",
     "input tax credit",  "recipient",  "supply",  "supply of a going  concern",
     "tax  invoice"  and  "taxable  supply"  have  the  meanings  given to those
     expressions in the A New Tax System (Goods and Services Tax) Act 1999.

19.2 Sums exclude GST

     Unless  otherwise  expressly  stated,  all prices or other sums  payable or
     consideration to be provided under this document are exclusive of GST.

19.3 Responsibility for GST

     Despite  any other  provision  in this  document,  if GST is imposed on any
     supply made by the supplier under this document, the recipient shall pay to
     the supplier an amount equal to the GST payable on the taxable supply. That
     amount shall be paid at the same time that the consideration for the supply
     is  payable  under  this  document  and  shall be paid in  addition  to the
     consideration.

19.4 Supply of going concern

     The parties  agree that the sale of the Assets by the  supplier  under this
     document is a supply of a going concern. If the sale of the Assets is not a

<PAGE>


     supply of a going concern and GST is payable by the supplier on the sale of
     the Assets,  the  recipient  will pay to the  supplier the sum of an amount
     equal to the GST payable plus any  penalties  and  interest  imposed on the
     supplier for late payment of GST.  That amount shall be paid in addition to
     all amounts  payable by the recipient  under this document for the purchase
     of the  Assets  and  notwithstanding  paragraph  1.3  shall  be paid to the
     supplier on demand.

19.5 Reimbursement of expenses

     If this  document  requires the recipient to reimburse the supplier for any
     expense,  loss  or  outgoing  ("reimbursable   expense")  incurred  by  the
     supplier, the amount required to be reimbursed by the recipient will be the
     sum of:

     (a)  the amount of the  reimbursable  expense  net of input tax credits (if
          any) to which the supplier is entitled in respect of the  reimbursable
          expense; and

     (b)  if the supplier's recovery from the recipient is a taxable supply, any
          GST payable in respect of that supply.

19.6 Tax invoice

     If a GST is imposed on any supply made by the supplier  under this document
     or the amount of GST is varied,  the supplier  will  provide the  recipient
     with a tax invoice or adjustment note.

20   GENERAL PROVISIONS

20.1 Collection of Accounts Receivable

     Upon and after the Completion Date:

     (a)  ThePurchaser  shall  have the  right  and  authority  to  collect  all
          Receivables  transferred  to the Purchaser  pursuant to this Agreement
          and to  endorse  the name of the  Vendor  on any  checks  received  on
          account of any such Receivables;

     (b)  The Vendor shall  promptly  transfer and deliver to the  Purchaser any
          cash, checks or other property which the Vendor may have in respect of
          its Accounts;

     (c)  Payments  received from customers in respect of  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;

     (d)  The Purchaser shall use commercially reasonable efforts to collect the
          Receivables  (but  shall not be obliged to bring any action to collect
          Receivables)  but if it shall fail to collect  the full  amount of any
          such Receivable within 180 days of the Completion Date, and subject to
          clause  20.1(e)  and (f) the  Purchaser  may  require  the  Vendor  to
          purchase the Receivable at its face value;


<PAGE>

     (e)  The Purchaser  shall not require the Vendor to purchase any Receivable
          where  the  Purchaser  has  compromised,  settled  or agreed to accept
          payment  at less than face  value or as given a credit in  respect  of
          that Receivable; and

     (f)  The Vendor shall not be obliged to repurchase  any  Receivables  until
          the aggregate amount of Receivables which the Purchaser has a right to
          and has  elected to put to the Vendor  exceeds  the  reserve  for such
          Receivables  in the Accounts.  Any such put right must be exercised by
          the Purchaser no later than one year after the Completion Date.

20.2 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  Sydney,  Australia,  under the  auspices  of, and
     pursuant to the rules of, the Australian Commercial Disputes Centre Limited
     as then in effect,  or such other procedures as the parties may agree to at
     the  time,  before  an  arbitrator  selected  pursuant  to the rules of the
     Australian Commercial Disputes Centre Limited. Any award issued as a result
     of such  arbitration  shall be final and binding  between the parties,  and
     shall be enforceable by a court having  jurisdiction over the party against
     whom enforcement is sought.

20.3 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
     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 Australia Pty Ltd
                     Tel:  9972 7320
                     Fax:  9972 7325
                     Attention:

                     with a copy to:  Christopher Gribble

                     AremisSoft Corporation
                     Tel:  856 869 0770
                     Fax:
                     Attention:  Paul Bloom

<PAGE>


     If to the Vendor:

                     Eltrax Systems Pty Ltd

                     Tel:  9972 7320
                     Fax:  9972 7325
                     Attention:  Jo Schlein

                     with a copy to:

                     Eltrax International  Inc

                     Tel:  678-589-3585
                     Fax:  687-539-3780
                     Attention: William A Fieder

20.4 Interpretation

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

20.5 Survival of Representations and Warranties

     The representations,  Warranties,  covenants, and agreements of the parties
     contained  herein shall survive and shall not merge on  Completion  and any
     investigation  of the other party made prior thereto.  Representations  and
     Warranties shall so survive for a period of 3 years from Completion, except
     for those  contained  in SC 1.1,  1.2, 1.3 2.1, 2.2 and 2.3 and clauses 2.2
     and 2.4 which shall survive indefinitely, and for those contained in SC 2.5
     which shall survive until 31 March 2001.

20.6 Miscellaneous

     This Agreement and the existing  confidentiality  agreement  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:

     (a)  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;

     (b)  is not intended to confer upon any other person any rights or remedies
          hereunder;

     (c)  shall not be  assigned by  operation  of law or  otherwise  except for
          assignments  of  all or  any  part  of  the  rights  of the  Purchaser
          hereunder,  which may be freely  assigned by the  Purchaser so long as
          the  obligations  of  the  Purchaser   under  this  Agreement   remain
          obligations  of, or their  performance is  unconditionally  guaranteed
          (which must be a guaranty  of  performance,  and not just  collection,
          with no duty on the part of the Vendor to pursue the  assignee  first,

<PAGE>


          and which  guarantee must be approved by the Vendor in advance,  which
          approval will not be unreasonably withheld) by, the Purchaser;

     (d)  shall be governed in all respects, including validity,  interpretation
          and  effect,  by the  internal  laws of the State of New South  Wales,
          without  regard to the  principles of conflict of laws thereof.  It is
          acknowledged  and  understood  by the Vendor  that the  Purchaser  may
          assign it rights, but not its obligations,  hereunder, after execution
          and  prior  to  Completion,  to one or more  wholly-owned  (direct  or
          indirect) subsidiaries of the Purchaser;

     (e)  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;
          and

     (f)  the execution and  performance  of this Agreement by the Purchaser and
          the other transactions contemplated by this Agreement does not violate
          or  conflict  with or result in a breach  of or  constitute  a default
          under the  provisions of the memorandum and articles of association of
          the Purchaser.

<PAGE>


                                   SCHEDULE 1

                                   WARRANTIES

                               Index to Warranties



1    REPRESENTATIONS AND WARRANTIES OF PURCHASER

     SC1.1 Organisation

     SC1.2 Authority relative to this Agreement

     SC1.3 Absence of breach: No consents

     SC1.4 Brokers

2    REPRESENTATIONS AND WARRANTIES OF THE VENDOR

     SC2.1 Organisation and Qualification

     SC2.2 Authority Relatively to this Agreement

     SC2.3 Absence of Breach: No Consents

     SC2.4 Brokers

     SC2.5 Financial Statements

     SC2.6 Absence of Material Differences from the Disclosure Document

          (i)  No Undisclosed Liabilities

          (ii) No Material Adverse Charge, etc

          (iii) Taxes

          (iv) Litigation

          (v)  Employees

          (vi) Compliance with Laws

          (vii) Ownership of Assets

          (viii) Proprietary Rights, Software Products and Intellectual Property

          (ix) Trade Names

          (x)  Facilities

          (xi) Accounts Receivable

          (xii) Inventories

          (xiii) Contracts

          (xiv) Accounts Payable

          (xv) Employee Matters

          (xvi) Title to  and  Utilisation  of  Real  Properties  and  Leasehold
                Estates

<PAGE>


     SC2.7 Full Disclosure

     SC2.8 Action Since Balance Sheet Date



<PAGE>

                                   SCHEDULE 1

1    REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to the vendor:

          SC1.1 Organisation

               The Purchaser is a corporation duly organised,  validly existing,
               and in good standing under the  Corporations Law of Australia and
               has the requisite  corporate  power and authority to carry on its
               business as it is now being conducted.

          SC1.2 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
               completion of the transactions contemplated hereby have been duly
               authorised  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  completion  of  the  Transactions
               contemplated hereby, including,  without limitation,  delivery of
               the  Purchase  Price.  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.

          SC1.3 Absence of breach: No consents

               The execution,  delivery and performance of this  Agreement,  and
               the  performance  by Purchaser of its  obligations  hereunder and
               compliance  with any regulatory or licensing  laws  applicable to
               the  business  of the  Purchaser,  all of  which,  to the  extent
               applicable  to  Purchaser,  will  be  satisfied  in all  material
               respects  prior to  Completion)  do not,  except as  disclosed in
               Schedule 2:

               (i)  conflict  with,  and will not  result in a breach of, any of
                    the provisions of the Constitution of the Purchaser;

               (ii) contravene  any  law,  rule or  regulation  of any  State or
                    Territory of or the Commonwealth of Australia;

               (iii)contravene  any  applicable  foreign   jurisdiction  or  any
                    order, writ, judgment, jurisdiction,  decree, determination,
                    or award affecting or binding upon the Purchaser,  in such a
                    manner as to provide for a basis for  enjoining or otherwise
                    preventing completion of the Transaction;

               (iv) 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 is a party, in such manner
                    as to provide a basis of enjoining  or otherwise  preventing
                    completion of the Transaction; or;

<PAGE>

               (v)  require the authorisation,  consent,  approval or license of
                    any third party of such nature that he failure to obtain the
                    same  would  provide  a basis  for  enjoining  or  otherwise
                    preventing completion of the Transaction.

           SC1.4  Brokers

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

2    REPRESENTATIONS AND WARRANTIES OF THE VENDOR

     The Vendor represents and warrants to the Purchaser as follows:

     SC2.1 Organisation and Qualification

          The Vendor is a corporation duly organised,  validly existing,  and in
          good  standing  under the  Corporations  Law of Australia  and has the
          requisite corporate power and authority to carry on the Business as it
          is now being conducted.

     SC2.2 Authority Relatively to this Agreement

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

     SC2.3 Absence of Breach: No Consents

          The  execution,  delivery,  and  performance  of this Agreement by the
          Vendor and the performance by the Vendor of its obligations hereunder,
          do not:

          (i)  except as identified in the Disclosure Document, conflict with or
               result in a breach of any of the  provisions of the  Constitution
               of the Vendor;

          (ii) except as identified in the Disclosure  Document,  contravene any
               law, ordinance,  rule, or regulation of any State of Australia 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  authorisation,  consent,

<PAGE>


               approval or license,  presently in effect, which affects or binds
               the  Vendor  or all or any  part  of  the  Business  or  material
               properties  of the  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 Business and will not
               have a material  adverse effect on the validity of this Agreement
               or on the validity of the completion of the Transaction;

          (iii)except as identified in the 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 the Vendor is a party or by which any of the
               material properties of the Business may be affected or bound;

          (iv) except as  identified  in the  Disclosure  Document,  require the
               authorisation,  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
               Business or the Assets; or

          (v)  except  as  identified  in the  Disclosure  Document,  constitute
               grounds for the loss or suspension of any permits,  licenses,  or
               other authorisations used in the Business.

     SC2.4 Brokers

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

     SC2.5 Financial Statements

          The Vendor has delivered to the Purchaser the following:

               (i)  the Unaudited Financial Statements of the Business;

               (ii) the Projections.

          The Vendor confirms that:

                    (A)  all of the historical financial statements contained in
                         such documents were prepared from the books and records
                         of the Vendor;

                    (B)  the  Unaudited  Financial  Statements  were prepared in
                         accordance with Australian Accounting Standards;

                    (C)  as at the Balance Sheet date,  the Vendor owned each of
                         the Assets included in the Balance Sheet;

<PAGE>


                    (D)  the valuation of such Assets included in preparation of
                         the  Balance  Sheet  is  consistent   with   Australian
                         Accounting Standards;

                    (E)  the Vendor had no  Liabilities  required to be included
                         in the  Balance  Sheet in  accordance  with  Australian
                         Accounting Standards for which the Business or any part
                         of the  Assets is  responsible  or  liable,  other than
                         those included in the Balance Sheet;

                    (F)  there are no Liabilities required to be included in the
                         Balance  Sheet  in   accordance   in  with   Australian
                         Accounting  Standards  in  amounts  in  excess  of  the
                         amounts  included for them in the Balance Sheet,  there
                         are  no  Liabilities  required  to be  included  in the
                         Balance Sheet in accordance with Australian  Accounting
                         Standards in amounts in excess of the amounts  included
                         for them in the Balance Sheet.

          The  Purchaser   acknowledges  that  projections  of  future  economic
          performance are  necessarily  unreliable and subject to the occurrence
          or  non-occurrence  of a variety of events,  but the Vendor represents
          that the  Projections  have been prepared on the basis of  assumptions
          that are, in the  judgment of the Vendor,  reasonable  in all respects
          and are not, to the knowledge of the Vendor,  contrary in any material
          respect to fact or to events that have  occurred or are  presently  in
          existence.

          From the date hereof  through to the  Completion  Date the Vendor will
          continue to prepare financial  statements for the Business on the same
          basis  that it has  done so in the  past,  and will  promptly  deliver
          updated financial statements 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.

     SC2.6 Absence of Material Differences from the Disclosure Document

          (i)  Except as  specifically  disclosed in the Disclosure  Document in
               sections corresponding to the subsections below:

          (ii) No Undisclosed Liabilities

               The  Vendor  has no  Liabilities  relating  to or  affecting  the
               Business or the Assets  which are not, to the extent  required by
               Australian Accounting Standards, adequately reflected or reserved
               against  on the face of the  Balance  Sheet,  except  Liabilities
               incurred  since  the date of the  Balance  Sheet in the  ordinary
               course of  business  of the  Business  and  consistent  with past
               practice. Without limiting the foregoing:

               (A)  the Vendor is not in default or in breach,  in any  material
                    respect, under any contract,  license, mortgage,  indenture,
                    deed or permit held or affecting the Business;

<PAGE>


               (B)  there are no leasehold  improvements currently due and owing
                    in respect of the Acquired  Assets for which the Business is
                    or will be responsible;

               (C)  there  are no  deferred  rents  due to  lessors  at or  with
                    respect to any of such Acquired Assets; and

               (D)  the Disclosure  Document sets forth,  as part thereof,  each
                    Liability of or  affecting  the Business or the 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.

          (ii) No Material Adverse Charge, Etc

               Since the date of the 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
                    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 Business, or materially adversely affecting
                    the Assets;

               (C)  any entry into or  termination  of any material  commitment,
                    contract, agreement or transaction affecting the Business or
                    the 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,  trade  mark,  trade  name  or
                    copyright included among the Assets;

               (E)  any sale or other disposition of any assets of the Business,
                    or any  mortgage,  pledge or  imposition  of any  licence or
                    other  encumbrance  on any asset of the  Business  or of any
                    corporation   included  in  the  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
                    Business.  Since the date of the Balance  Sheet,  the Vendor
                    has conducted the Business's  only in the ordinary and usual
                    course, and without limiting the foregoing,  no changes have
                    been made in:

                    (1)  executive compensation levels; or

                    (2)  the manner in which other  employees  of the Vendor are
                         compensated, or

                    (3)  supplemental  benefits  provided to any such executives
                         or other employees of the Vendor; or

                    (4)  inventory  levels of the  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 Business.
<PAGE>

          (iii) Taxes

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

          (iv) Litigation

               (A)  No  material  investigation  or review  by any  governmental
                    entity with  respect to the Business or any of the Assets or
                    the use  thereof  is,  to the best of the  knowledge  of the
                    Vendor,  pending or threatened  (other than  inspections and
                    reviews   customarily   made  of  businesses   such  as  the
                    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 Vendor  threatened  against or
                    affecting the Business or the Assets at law or in equity, or
                    before any federal,  state, municipal, or other governmental
                    department,    commission,   board,   bureau,   agency,   or
                    instrumentality.

          (v)  Employees

               (A)  Compliance with Laws

<PAGE>


                    The  Business  and  each  of the  Assets  is in  substantial
                    compliance  with all, and the Vendor has not received notice
                    of any violation of any laws or regulations applicable to it
                    or  the  operations  of  the  Business,  including,  without
                    limitation,  the laws and or regulations relevant to the use
                    or  utilisation  of  premises,  or  with  respect  to  which
                    compliance  is a condition  of engaging in any aspect of the
                    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  Business or the Assets.  The Business has all
                    permits,  licenses,  zoning rights,  and other  governmental
                    authorisations   necessary   to  conduct  its   business  as
                    presently conducted, except to the extent the failure of the
                    Business  to have  any of the  foregoing  would  not  have a
                    material  adverse effect on the Business or the Assets.  All
                    such   permits,   licenses,   zoning   rights,   and   other
                    governmental  authorisations will, as a part and consequence
                    of the  Transaction  be  transferred to the Purchaser at the
                    Completion Date.

          (vi) Ownership of Assets

               The Vendor:

               (A)  has  (or  as  of  the  Completion   Date  will  have)  good,
                    marketable  and  insurable  title,  or valid,  effective and
                    continuing leasehold rights (including licenses) in the case
                    of leased or licensed property,  to all real property (as to
                    which,  in the case of  owned  property,  such  title is fee
                    simple) and all personal  property owned or leased by it and
                    comprising a part of the Assets or the Business,  or used by
                    it in the  conduct  of the  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  Completion  Date will be,
                    free  and  clear  of all  liens,  claims,  encumbrances  and
                    charges  (other than those  customarily  held by a lessor or
                    licensor  in a lease or  license of real  property),  except
                    liens for taxes not yet due and minor imperfections of title
                    and  encumbrances,  if  any,  which,  singularly  or in  the
                    aggregate,   are  not  substantial  in  amount  and  do  not
                    materially  detract from the value of the  property  subject
                    thereto or materially impair its use thereof;

               (B)  no other person has any  ownership  or similar  right in, or
                    contractual or other right to acquire any such right in, any
                    of such assets;  and such ownership or leasehold rights will
                    be conveyed to the Purchaser at the Completion Date pursuant
                    to  the  Transaction.  The  Vendor  does  not  know  of  any
                    potential action by any party, governmental or other, and no
                    proceedings  with respect  thereto have been  instituted  of
                    which the  Vendor's  ability to use and to  utilise  each of
                    such assets in the business of the Business.  The Vendor has
                    not  received  any  default   notices  from  any   mortgagee

<PAGE>


                    regarding  any  leased  properties  of the  Business  or any
                    leasehold interests which comprise any part of the Assets;

               (C)  the Balance Sheet contains a reasonably detailed listing, as
                    of the date specified therein, of all Assets including,  but
                    not limited to:

                    (1)  Accounts Receivable as provided for in clause 20.1;

                    (2)  miscellaneous current assets in excess of $10,000;

                    (3)  prepaid expenses in excess of $10,000;

                    (4)  Software Products;

                    (5)  real property; and

                    (6)  gross  aggregate  additions  for each of the past  four
                         years by location of:

                            o    buildings and improvements;

                            o    leasehold improvements, and

                            o    automobiles and trucks.

          (vii) Proprietary Rights, Software Products and Intellectual Property

               (A)  The Vendor  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
                    Business or utilised in connection with the Assets,  and all
                    such ownership, license or other rights shall be conveyed to
                    the  Purchaser  at  the  Completion  Date  pursuant  to  the
                    Transaction;

               (B)  the Vendor has not  received  any notice of  conflict  which
                    asserts the rights of others with respect  thereto;  and the
                    Vendor has, in all material  respects,  performed all of the
                    obligations  required to be  performed  by it, and is not in
                    default  in  any  material  respect,   under  any  agreement
                    relating to any such Proprietary  Rights,  Software Products
                    and Intellectual Property.

          (vii) Trade Names

               The Disclosure  Document  identifies each trade name,  fictitious
               business  name,  or other similar name under which the Vendor has

<PAGE>


               conducted  any part of the  Business  or in which the  Vendor has
               utilised  any of the Assets  during the five (5) years  preceding
               the date of this Agreement.

          (ix) Facilities

               (A)  To  the  Vendor's  knowledge  (as  applied  to  all  of  the
                    following),  the Acquired  Assets are (as to physical  plant
                    and structure)  structurally  sound and none of the Acquired
                    Assets,  nor any of the vehicles or other  equipment used by
                    the Vendor in connection with the Business have any material
                    defects and all of them are in all material respects in good
                    operating  conduction  and repair and are  adequate  for the
                    uses to which they are being utilised.

               (B)  None of such Acquired Assets, 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.

               (C)  The  Vendor  is not in any  material  breach,  violation  or
                    default of any lease  affecting  the  Business or the 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  Vendor  has not
                    received  notice of any claim or assertion that it is or may
                    be in any such breach, violation or default.

          (x)  Accounts Receivable

               All Accounts  Receivable  of the Vendor  reflected in the Balance
               Sheet  represent  transactions in the ordinary course of business
               and  are  collectible,  net  of  any  reserves.  As of  the  date
               specified therein, the 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.

          (xi) Inventories

               All Inventories of the Vendor  reflected in the Balance Sheet are
               of quality  and  quantity  useable 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

<PAGE>


               immaterial in amount.  Items included in the Vendor's Inventories
               are  carried  on the books of the  Vendor  and are  valued on the
               Balance Sheet consistent with Australian Accounting Standards.

          (vii) Contracts

               The Assets and the Business  are not  affected by any  contracts,
               agreements or understandings, whether express or implied, written
               or verbal, provided, however, that the Assets or the Business may
               be affected by, and the  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.

                    The Vendor is not a party to any executory  contract to sell
                    or transfer any part of any leasehold  interest  included in
                    the Assets or utilised by the  Business.  True and  accurate
                    copies of all leases of properties included in the Assets or
                    utilised  by  the  Business,   including   all   amendments,
                    supplements, extensions and modifications thereof, have been
                    delivered to the Purchaser by the Vendor.

        (viii) Accounts Payable

          (vix)The  accounts  payable  reflected  on the  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 Vendor at the time of Completion  will,  reflect all
               amounts  owed by the Vendor in respect of trade  accounts due and
               other payables of the Business or relating to the Assets, and the
               actual liability of the Vendor 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  Sheet or the books of the
               Business, as the case may be.

         (xiv) Employee Matters

               Subject to the  Disclosure  Document to the best of the knowledge
               of  the  Vendor,   there  are  no  activities  or  controversies,
               including without limitation,  any labour organising  activities,
               election  petitions  or  proceedings,   proceedings   preparatory
               thereto,  unfair  labour  practice  complaints,  labour  strikes,

<PAGE>


               disputes,  slowdowns,  or work stoppages,  pending or threatened,
               affecting the employees of the Vendor.

          (xv) Title to and Utilisation of Real Properties and Leasehold Estates

               Except as disclosed in the Disclosure Document, the Vendor owns a
               valid  leasehold  interest in all real  property  included in the
               Assets and has the  unbridled  right to use the same  (other than
               those  customarily  held by a lessor  or  licensor  in a lease or
               license of real property),  and is not aware of any claim, notice
               or  threat  to the  effect  that  its  right  to own and use such
               property is subject in any way to any challenge, claim, assertion
               of rights,  proceedings toward  condemnation or confiscation,  in
               whole or in part, or is otherwise  subject to  challenge.  To the
               Vendor's  knowledge,  each parcel of real  property the ownership
               of, or leasehold  interest in, which is included among the Assets
               is  free  of  any  and  all  hazardous   wastes,   substances  or
               contaminants in connection with any such property.

     SC2.7 Full Disclosure

          The documents,  certificates,  and other  writings  furnished or to be
          furnished by or on behalf of the Vendor 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.

     SC2.8 Action Since Balance Sheet Date

          Except as set forth on the Disclosure Document,  since the date of the
          Balance  Sheet,  the  Vendor 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.

<PAGE>




                                   SCHEDULE 3

                                    accounts





<PAGE>



                                   SCHEDULE 4

                                    employees



                                      Name



<PAGE>



EXECUTED by the parties as a deed


EXECUTED BY AremisSoft Australia Pty Limited in the)
presence of:                                       )
                                                   )
                                                   )


Secretary/Director                                     Director




Name of Secretary/Director (print)                     Name of Director (print)





EXECUTED BY AremiSsoft Corporation                 )
in the presence of:                                )
                                                   )
                                                   )

President                                              Chief Executive Officer


Name of President(print)                               Name of Chief Executive
                                                       Officer (print)



EXECUTED BY Eltrax Systems Pty Ltd                 )
in the presence of:                                )
                                                   )
                                                   )

Secretary/Director                                     Director


Name of Secretary/Director (print)                     Name of Director (print)



EXECUTED BY Eltrax International Inc               )
 in the presence of:                               )
                                                   )
                                                   )

President                                              Chief Executive Officer


Name of President(print)                               Name of Chief Executive
                                                       Officer (print)



EXECUTED BY Verso Technologies Inc                 )
in the presence of:                                )
                                                   )
                                                   )

President                                              Chief Executive Officer


Name of President(print)                               Name of Chief Executive
                                                       Officer (print)