Agreement for the Purchase and Sale of Assets


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                  Agreement for the Purchase and Sale of Assets
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                                     between




Eltrax AG., a Swiss corporation,
and Eltrax Holdings AG, a Swiss corporation,
                                                                      as Sellers



Verso Technologies, Inc., a Minnesota Corporation
                                                     as Sellers' Ultimate Parent


                                       and


AremisSoft Hospitality (Switzerland) GmbH, a Swiss corporation,
                                                                    as Purchaser

AremisSoft Corporation, a Delaware Corporation
                                                  as Purchaser's Ultimate Parent


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Table of Contents:

<TABLE>
<S>                                                                                                               <C>

ARTICLE I: DEFINITIONS.............................................................................................3
ARTICLE II: THE TRANSACTION........................................................................................7
ARTICLE IV: REPRESENTATIONS AND WARRANTIES OF PURCHASER............................................................8
ARTICLE V: REPRESENTATIONS AND WARRANTIES OF EHAG AND EAG..........................................................9
ARTICLE VI: COVENANTS OF THE PURCHASER............................................................................15
ARTICLE VII: COVENANTS OF EHAG AND EAG............................................................................17
ARTICLE VIII: CONDITIONS TO CLOSING...............................................................................20
ARTICLE IX: TERMINATION, AMENDMENT, WAIVER........................................................................22
ARTICLE X: INDEMNITY..............................................................................................23
ARTICLE XI: GENERAL PROVISIONS....................................................................................25

</TABLE>


<PAGE>

This  Agreement  for the Purchase and Sale of Assets (the  "Agreement")  is made
this  26th  day  of  October,   2000,  by  and  among   AremisSoft   Hospitality
(Switzerland)  GmbH,  a  Swiss  corporation  ("Purchaser")  Eltrax  AG,  a Swiss
corporation, ("EAG"), Eltrax Holdings AG, a Swiss corporation, ("EHAG") (Sellers
together  referred  to as  "Sellers")  the  Sellers'  Ultimate  Parent  and  the
Purchaser's   Ultimate  Parent,  and  provides  for  the  Purchaser  to  acquire
substantially  all of the  assets of Sellers  (other  than the shares of EAG and
Eltrax UK. Ltd.),  subject to the  liabilities  assumed in this Agreement by the
Purchaser and no other liabilities.

Recitals

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

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

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

ARTICLE I: DEFINITIONS

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

1.1 Acquired Assets:  The assets to be acquired by the Purchaser pursuant to the
terms  hereof,  as  identified  on Schedule  1.2(i)-1 of the  Acquired  Business
Balance Sheet attached  hereto,  including,  but not limited to all Intellectual
Property and Software  Products  used in the  Acquired  Business,  and all other
assets of EAG,  tangible or intangible  (including  contractual,  warranty,  and
other rights), the use or value of which is inextricably linked to the assets so

<PAGE>


identified,  and excluding (a) the shares of EAG and Eltrax UK. Ltd. ,   (b) any
rights related to the Squirrel  business other than the  interntional  contracts
concerning the Squirrel business.

1.2 Acquired Business: The businesses in which the Acquired Assets are utilized,
as described on Schedule 1.2(i)-1 of the Acquired Business  Disclosure  Document
attached hereto.

1.3 Acquired Business Balance Sheet: The balance sheet as of September 30, 2000,
included in the Unaudited Financial Statements of the Acquired Business.

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

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

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

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

1.8 Assumed  Liabilities:  The known and absolute  Liabilities  reflected on the
Acquired Business Balance Sheet to be assumed by the Purchaser  pursuant to this
Agreement, , and no other Liabilities. In particular,  Purchaser does not assume
(a) any  Liabilities  that are not  reflected on the Acquired  Business  Balance
Sheet other than those acquired  since  September 30, 2000 in the regular course
of business,  and (b) no liabilities  arising out of the  employment  other than
those  reflected  on the  Acquired  Business  Balance  Sheet or  incurred  after
September 30, 2000, and (c) no liabilities that relate to the Squirrel  business
other than those related to the international  contracts related to the Squirrel
business and assumed pursuant to Section 1.1.

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

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

1.11 Closing Date: The date on which the Closing actually occurs, which shall be
October 26, 2000,  unless otherwise agreed by the parties,  but shall not in any
event be prior to  satisfaction or waiver of the conditions to Closing set forth
in Article VIII hereof.

<PAGE>


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

1.13  Consideration:  The net sum of USD 300,000 to be paid by the  Purchaser to
EAG at the  Closing  for  the  Acquired  Assets,  subject  to  modification  and
adjustment as provided in this Agreement.

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

1.15 Counsel to Eltrax Systems,  Inc. and Eltrax Hospitality Group, Inc.: Jaffe,
Raitt, Heuer & Weiss, P.C., One Woodward Avenue,  Suite 2400,  Detroit, MI 48226
and (Swiss counsel) Dr. Martin Neese, Stadlin attorneys,  Baarerstrasse 12, 6300
Zug, Switzerland.

1.16 Counsel to the  Purchaser:  Bartel Eng Linn & Schroder,  300 Capitol  Mall,
Suite  1100,  Sacramento,  CA 95814 and (as Swiss  counsel)  Pestalozzi  Gmuer &
Patry, Lowenstrasse 1, 8001 Zurich, Switzerland.

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

1.18 Excluded Assets:  Notwithstanding  the definition of the Acquired Assets or
the Acquired  Business,  the assets  identified  in Section 1.18 of the Acquired
Business Disclosure Document shall not be deemed part of the Acquired Assets.

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

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

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

<PAGE>


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

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

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

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

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

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

1.27 Purchaser: AremisSoft Hospitality (Switzerland) GmbH.

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

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

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

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

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1.33 Unaudited Financial Statements:  The balance sheet and income statement, as
of September30,  2000 and for the twelve months ended December 31, 1999, for the
Acquired Business prepared in accordance with GAAP.

ARTICLE II: THE TRANSACTION

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

     Purchaser agrees to assume the Assumed  Liabilities and to pay, perform all
     of the Assumed Liabilities and thereby discharging Sellers from the Assumed
     Liabilities.

2.2 Manner of Payment.  Payment of the  Consideration  by the Purchaser shall be
made in  immediately  available  funds by wire transfer of USD to the account or
accounts of EAG notified by Sellers to Purchaser.  At the Closing  payment shall
be evidenced by Purchaser by submitting to the Sellers a copy of the irrevocable
wiring  instructions  sent to its bank and duly signed fax  confirmation of such
bank that it has executed such wiring instructions.

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

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[Atricle III: intentionally omitted]

ARTICLE IV: REPRESENTATIONS AND WARRANTIES OF PURCHASER

Purchaser hereby represents and warrants to Sellers:

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

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

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

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

<PAGE>


ARTICLE V: REPRESENTATIONS AND WARRANTIES OF EHAG AND EAG


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

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

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

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

<PAGE>


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

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

The Unaudited Financial Statements of the Acquired Business.

All of the  historical  financial  statements  contained in such  documents were
prepared  from the  books  and  records  of  Sellers.  The  Unaudited  Financial
Statements  were prepared in  accordance  with GAAP,  and fairly and  accurately
reflect the financial  position and condition of EAG as of the dates and for the
periods  indicated  subject to normal  year-end  adjustments  and the absence of
footnotes.  Without limiting the foregoing,  as of the Acquired Business Balance
Sheet,  EAG owned each of the assets  included in  preparation  of the  Acquired
Business  Balance Sheet, and such assets are valued in accordance with GAAP; and
EAG had no Liabilities  required to be included in the Acquired Business Balance
Sheet in accordance with GAAP for which the Acquired Business or any part of the
Acquired  Assets is  responsible  or liable,  other than those  included  in the
Acquired Business Balance Sheet, nor any Liabilities  required to be included in
the Acquired Business Balance Sheet in accordance with GAAP in amounts in excess
of the amounts  included for them in the Acquired  Business  Balance Sheet.  The
Purchaser  acknowledges  that  projections of future  economic  performance  are
necessarily  unreliable  and subject to the  occurrence  or  nonoccurrence  of a
variety of events, but Sellers represent that the Projections have been prepared
in good faith.  From the date  hereof  through the  Closing  Date  Sellers  will
continue to prepare  financial  statements for the Acquired Business on the same
basis that they have done so in the past, will promptly  deliver the same to the
Purchaser,   and  agree  that  from  and  after  such   delivery  the  foregoing
representations  will be applicable to each financial  statement so prepared and
delivered.

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

(1) No  Undisclosed  Liabilities.  Sellers  have no  Liabilities  relating to or
affecting  the Acquired  Business or the  Acquired  Assets which are not, to the
extent required by GAAP, adequately reflected or reserved against on the face of
the Acquired Business Balance Sheet, except Liabilities  incurred since the date
of the Acquired Business Balance Sheet in the ordinary course of business of the
Acquired  Business  and  consistent  with past  practice.  Without  limiting the
foregoing,  (a) there are no improvements  currently due and owing at any of the
Acquired  Facilities for which the Acquired  Business is or will be responsible,
and (b) there are no deferred  rents due to lessors at or with respect to any of
such Acquired Facilities, and (c) the Acquired Business Disclosure Document sets
forth, as a part thereof,  each Liability of or affecting the Acquired  Business

<PAGE>


or the Acquired  Assets in an amount in excess of  USD10,000  and each person to
whom the aggregate amount of such Liabilities is in excess of USD10,000.

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

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

(4)  Litigation.  (a) No material  investigation  or review by any  governmental
entity with  respect to the Acquired  Business or any of the Acquired  Assets or
the use  thereof  is,  to the  best of the  knowledge  of  Sellers,  pending  or
threatened  (other than  inspections and reviews  customarily made of businesses
such as the Acquired  Business),  nor has any  governmental  entity indicated an

<PAGE>


intention to conduct the same,  and (b) there is no action,  suit or  proceeding
pending  or, to the best of the  knowledge  of  Sellers,  threatened  against or
affecting the Acquired  Business or the Acquired Assets at law or in equity,  or
before  any  federal,  state,  municipal,  or  other  governmental   department,
commission, board, bureau, agency, or instrumentality.

(5) Employees,  Etc. There are no collective bargaining,  bonus, profit sharing,
compensation,  or other plans  (other  than the EAG Pension  Plans as set out in
par.  (11)  of  this  Section),   agreements,  trusts,  funds,  or  arrangements
maintained  by EHAG,  EAG or any  Subsidiary  of EHAG or EAG for the  benefit of
directors,  officers or employees of, or whose principal responsibilities relate
to, the Acquired Business, and there are no employment,  consulting,  severance,
or indemnification  arrangements,  agreements, or understandings between EHAG or
EAG,  on the one hand,  and any current or former  directors,  officers or other
employees (or Affiliates thereof) of, or whose principal responsibilities relate
to, the Acquired Business,  on the other hand. The Acquired Business  Disclosure
Document  identifies each person whose  annualized gross income from EAG, on the
date of the  Acquired  Business  Balance  Sheet,  exceeded or would exceed on an
annualized  basis, or whose income from EAG in the fiscal year begun immediately
thereafter is at a rate  exceeding,  CHF100,000  per annum,  and describes  each
contractual  arrangement  for the employment or compensation of each such person
including  the vacation time accrued and the overtime  accrued.  EAG is not, and
following  the Closing will not be, bound by any express or implied  contract or
agreement to employ,  directly or as a consultant or  otherwise,  any person for
any  specific  period of time or until any  specific  age except as specified in
agreements in writing identified in the Acquired Business Disclosure Document or
executed pursuant to the provisions hereof.

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

(7)  Ownership  of  Assets.  EAG has (or as of the  Closing  will have) good and
marketable title to all personal property owned or leased by it and comprising a
part of the  Acquired  Assets  or the  Acquired  Business,  or used by it in the
conduct of the Acquired Business in such a manner as to create the appearance or
reasonable expectations that the same is owned or leased by it; such ownerships,
or at the Closing will be, free and clear of all liens, claims, encumbrances and
charges, except liens for minor imperfections of title and encumbrances, if any,
which, singularly or in the aggregate,  are not substantial in amount and do not
materially-detract  from the value of the property subject thereto or materially
impair the use thereof;  no other person has any  ownership or similar right in,
or  contractual or other right to acquire any such right in, any of such assets;

<PAGE>


and such ownership will be conveyed to the Purchaser at the Closing  pursuant to
the  Transaction.  Sellers  do not know of any  potential  action by any  party,
governmental  or  other,  and no  proceedings  with  respect  thereto  have been
instituted of which EHAG or EAG has notice,  that would materially  affect EAG's
ability  to use and to  utilize  each  of such  assets  in the  business  of the
Acquired  Business.  Neither EHAG nor EAG has received any default  notices from
any mortgagee  regarding any leased  properties  of the Acquired  Business.  All
Acquired  Assets  including,  but not limited  to, (a)  accounts  receivable  as
provided in clause (13) below,  (b)  miscellaneous  current  assets in excess of
USD10,000,  (c) prepaid expenses in excess of USD10,000,  (d) Software Products,
(e) real property,  and (f) gross aggregate  additions for each of the past four
years by location of (i) buildings and  improvements  and (ii)  automobiles  and
trucks, are owned by the Sellers.

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

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

(10)  Subsidiaries,  Etc. No Subsidiary of EHAG or EAG (other than EAG or Eltrax
UK. Ltd.),  directly or indirectly,  owns any of the Acquired Assets or conducts
any  part  of the  Acquired  Business.  Neither  EHAG,  EAG  nor  any  of  their
Subsidiaries described in the Acquired Business Disclosure Document is a partner
of or joint  venturer  with any other person or Entity in relation to any of the
Acquired Assets or any portion of the Acquired Business.

(11) Social Security, Employee Benefit Plans.

a) Sellers have paid in full any and all social  security  contributions  as and
when due up to September 30, 2000; there are no facts and circumstances existing
or having arisen which have or may lead to a reassessment by any social security
authority regarding social security contributions to be made by EHAG or EAG.

Sellers have paid all their obligations under the two existing pension plans for
the benefit of the employees of the Acquired  Business ("EAG Pension Plans") and
specifically have paid all contributions required prior to September 30, 2000 as
required by the regulations of the pension plans.

<PAGE>


(b) Except for the EAG Pension Plan neither EAG nor any of its  Subsidiaries  or
EHAG  maintains  or  contributes  to any pension  plan or any other plan for the
benefit of employees,  nor is EHAG or EAG or any of its Subsidiaries  presently,
nor has it been  within  the last six years,  a  participating  employer  in any
pension plan  affecting,  in any case,  employees  of the  Acquired  Business or
employees of EHAG, EAG or a Subsidiary whose principal  activities relate to the
Acquired Business.

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

(13)  Accounts  Receivable.  All  accounts  receivable  of EAG,  whether  or not
reflected in the Acquired  Business Balance Sheet represent  transactions in the
ordinary  course  of  business,  and are  current  and  collectible,  net of any
reserves  shown on such  Balance  Sheet  (which  reserves  are adequate and were
calculated consistent with past practice). As of the date specified therein, the
Acquired Business Disclosure Document  specifically  identifies (a) the aging of
Receivables,  (b) each Receivable in excess of USD10,000, (c) each Receivable in
an amount in excess of USD5,000 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   USD10,000.   Payments  received  from  customers  in  respect  of  any
Receivables  shall be  applied to the oldest  outstanding  Receivable  from such
customer,  unless  such  customer,  acting  on its  own  volition,  specifically
identifies such payment to a particular  Receivable,  in which case such payment
shall be applied to the specified Receivable.

(14)  Inventories.  All Inventories of EAG,  reflected in the Acquired  Business
Balance  Sheet are of quality and  quantity  usable and salable in the  ordinary
course of business.  Items included in such Inventories are carried on the books
of EAG, and are valued on the Acquired  Business  Balance Sheet, at the lower of
cost or market  and,  in any event,  at not  greater  than their net  realizable
value,  on an item by item  basis,  after  appropriate  deduction  for  costs of
completion, marketing costs, transportation expense and allocation of overhead.

(15) Contracts. The Acquired Assets and the Acquired Business are not parties to
or affected by any contracts,  agreements or understandings,  whether express or
implied, written or verbal,  provided,  however, that the Acquired Assets or the
Acquired  Business may be parties to or affected  by, and the Acquired  Business

<PAGE>


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 USD10,000 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 USD10,000.

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

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

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

5.8 Actions Since Balance  Sheet Date.  Since the date of the Acquired  Business
Balance  Sheet,  neither  EHAG  nor EAG has  taken  any  actions  that  would be
prohibited under the provisions of this Agreement  (without the prior consent of
the Purchaser) after the date of this Agreement.

ARTICLE VI: COVENANTS OF THE PURCHASER

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

<PAGE>

6.2 Cooperation VAT. The Purchaser shall  reasonably  cooperate with Sellers 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 EAG. The  Purchaser  and
EHAG/EAG  will  notify  the asset  transfer  in order to obtain  exemption  from
payment of the VAT. In the event that no exemption  may be obtained,  the VAT on
the transfer of the Assets,  if any, will be invoiced by EAG to Purchaser on the
Consideration.  EHAG/EAG and the Purchaser agree that payment of such additional
amount,  if any,  shall  become  due and  payable  60 days  after the end of the
calendar  quarter for which such VAT, if any,  is due and  payable.  The Parties
agree to undertake their best efforts to allow that VAT, if any, due and payable
on the asset  transfer may be fully  recouped by the  Purchaser at the time such
additional  amount,  if any,  becomes due and payable.  Among  others,  EHAG/EAG
undertake  to provide  appropriate  documentation  that will allow  Purchaser to
recoup such additional amount, if any, when it is due and payable.

6.3  Expenses.  Whether or not the  Transaction  is  consummated,  all costs and
expenses  incurred by the  Purchaser in connection  with this  Agreement and the
Transactions  contemplated  hereby  shall  be paid by the  Purchaser  except  as
otherwise provided (directly or indirectly) herein.

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

6.5 Offers of Employment. Subject to the terms and conditions of this Agreement,
promptly after the Closing and to the extent the  employment  agreements are not
transferred to Purchaser by operation of law,  Purchaser shall offer  employment
to the  employees  employed  immediately  prior to Closing by EAG,  on terms and
conditions  acceptable  to  Purchaser.  Purchaser  shall not be  liable  for any
liabilities  associated with any employee of the Acquired Business terminated by
EHAG or EAG. The Purchaser  shall assume  responsibility  for wages and expenses
which  accrued  prior to the Closing,  but which are not  scheduled  for payment
until after the Closing for the employees employed  immediately prior to Closing
by EAG accrued prior to the Closing to the extent consistent with the historical
payroll  practices of EAG and the Acquired  Business.  Other than the  employees
employed  immediately  prior to Closing by EAG, the  Purchaser  shall not assume
responsibility  for any scheduled or unscheduled  payroll payments due employees
of the Acquired  Business for any form of  compensation  which may be accrued by
such employees prior to the Closing.

<PAGE>

ARTICLE VII: COVENANTS OF EHAG AND EAG

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

[7.2 intentionally left blank]

7.3 Covenant Not to Compete and not to Solicit.  For the purpose of assuring the
Purchaser  the full  benefit  of the  businesses  and  goodwill  of the  Aquired
Business,  the  Seller  undertakes  by  way of  further  consideration  for  the
obligations of the Purchaser  under this  Agreement as separate and  independent
agreement  that he will  not:  (a) at any time  after  Closing  disclose  to any
person,  or himself use for any  purpose,  and shall use his best  endeavors  to
prevent  the  publication  or  disclosure  of, any  information  concerning  the
business, accounts or finances of the Aquired Business or any of the clients' or
customers'  transaction or affairs of which he has  knowledge;  (b) for five (5)
years after Closing  either on his own account or for any other person  directly
or  indirectly  solicit,  interfere  with or  endeavor  to entice  away from the
Purchaser  any person  who to his  knowledge  is, or has during the  immediately
preceeding three years been, a client,  customer or employee or, or in the habit
of dealing with, any member the Acquired  Business or of the Purchaser's  group;
(c) for the period of two (2) years, or jointly with, or as manager,  agent for,
or employee of any person,  or as a  shareholder  of more than one percent (1 %)
interest in (i) the business  carried out by the  Acquired  Business at the date
hereof  ("Business");  or (ii) any other competitive business to the business as
then carried on by the Acquired Business, or any member of the Purchaser's group
of companies as then constituted.  However,  notwithstanding to the above stated
covenant,  Sellers will be able to continue to employ Mr.  Bernhard  Mantel as a
part-time  employee for the sole purpose of  liquidating  EAG and possibly EHAG.
The purpose has to be narrowly construed.

7.4 Access and  Information.  Sellers  shall afford to the  Purchaser and to the
Purchaser's  accountants,  counsel, and other representatives  reasonable access
during normal  business hours  throughout the period prior to the Closing to all
of its and its Subsidiaries properties, books, contracts,  commitments,  records
(including,  but not limited to, tax  returns),  and  personnel  relating to the
Acquired Assets or the Acquired Business and, during such period,  shall furnish
promptly to the Purchaser (1) all written  communications to its directors or to
its  shareholders  generally  relating to the  Acquired  Assets or the  Acquired
Business,  (2) internal monthly  financial  statements of the Acquired  Business
when and as available,  and (3) all other  information  relating to the Acquired
Assets or the Acquired Business as the Purchaser may reasonably request,  but no
investigation  pursuant to this Section 7.4 shall affect any  representations or
warranties of EHAG or EAG, or the conditions to the obligations of the Purchaser
to  consummate  the  Transaction  contained in this  Agreement.  In the event of

<PAGE>

termination  of this  Agreement,  Purchaser  and its  advisors  will  treat  the
confidential   information   obtained  from  Sellers  in  accordance   with  the
confidentiality agreement entered into between their parent companies.

7.5 No Solicitation. Until the Closing Date or the termination of this Agreement
in accordance with its terms, EHAG, EAG and their respective  Subsidiaries,  and
those  acting on behalf of any of them will not,  and Sellers  will use its best
efforts to cause its officers, employees, agents, and representatives (including
any investment banker) to not, directly or indirectly,  solicit,  encourage,  or
initiate any  discussions  with, or negotiate or otherwise deal with, or provide
any  information  to, any  person or Entity  other  than the  Purchaser  and its
officers,  employees,  and agents,  in relation  to the  Acquired  Assets or the
Acquired  Business.  EHAG or EAG 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 EHAG or EAG's  business,  or providing
information to government authorities.

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

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

(2)      [Omitted]

(3)      [Omitted]

(4) Neither they nor any of their Subsidiaries shall create, incur or assume any
long-term  or  short-term  indebtedness  for money  borrowed or make any capital
expenditures  or  commitment  for capital  expenditures,  affecting the Acquired
Business  or any of the  Acquired  Assets,  except  in the  ordinary  course  of
business and consistent with past practice;

<PAGE>


(5) Neither they nor any of their  Subsidiaries  shall (a) adopt, enter into, or
amend an bonus, profit sharing,  compensation,  stock option, warrant,  pension,
retirement, deferred compensation,  employment, severance, termination, or other
employee  benefit plan,  agreement  trust fund or arrangement for the benefit or
welfare of any employees of the Acquired Business,  or (b) agree to any material
(in relation to historical compensation) increase in the compensation payable or
to become payable to, or any increase in the contractual  term of employment of,
any such  employee  except,  with respect to  employees  who are not officers or
directors, in the ordinary course of business and consistent with past practice.

(6) Neither  they nor any of their  Subsidiaries  shall sell,  lease,  mortgage,
encumber,  or otherwise  dispose of or grant any interest in any of the Acquired
Assets except for sales,  encumbrances  and other  dispositions or grants in the
ordinary  course of business of the Acquired  Business and consistent  with past
practice  and  except  for liens for taxes not yet due or liens or  encumbrances
that are not  material  in  amount or effect  and do not  impair  the use of the
property, or as specifically provided for or permitted in this Agreement.

(7) Neither they nor any of their  Subsidiaries  shall enter into, or terminate,
any material contact,  agreement,  commitment,  or understanding  relating to or
affecting the Acquired Assets or the Acquired Business.

(8)  Neither it nor any of its  Subsidiaries  shall  enter  into any  agreement,
commitment,  or understanding,  whether in writing or otherwise, with respect to
any of the matters referred to in subparagraphs (1) through (7) above.

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

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

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

7.7  Cooperation.  Sellers 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>


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

7.9  Publicity.  Prior to the Closing any written  news  releases by EHAG or EAG
pertaining  to this  Agreement  or the  Transaction  shall be  submitted  to the
Purchaser for review and approval  prior to release by EHAG or EAG, and shall be
released only in a form approved by the Purchaser,  provided,  however, that (1)
approval  shall not be  unreasonably  withheld  and (2) such review and approval
shall not be required of  releases by EHAG or EAG 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.

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

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

ARTICLE VIII: CONDITIONS TO CLOSING

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

(1) This Agreement and the Transaction  contemplated  hereby shall have received
all approvals, consents, authorizations, and waivers from governmental and other
regulatory agencies and other third parties (including lenders,  holders of debt
securities and lessors)  required to consummate the  Transaction  (including the
expiration of any applicable waiting period under any regulation or statute).

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

<PAGE>


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

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

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

(6)  All  other  conditions  to the  closing  of all  other  agreements  for the
purchase and sale of assets  between the  Purchaser or an Affiliate of Purchaser
and EHAG, EAG or an Affiliate of EHAG or EAG have been satisfied or waived.

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

(1) This  Agreement  and the  Transaction  shall have  received  all  approvals,
consents,  authorizations,  and waivers from  governmental  and other regulatory
agencies  and other  third  parties  (including  lien  holders,  holders of debt
securities,  lessors,  and  the  shareholders  of  Sellers)  required  by law to
consummate the Transaction  (including the expiration of any applicable  waiting
period under any regulation or statute).

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

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

(4) The  representation  and  warranties  of the  Purchaser  set  forth  in this
Agreement  shall  be  true  in all  material  respects  as of the  date  of this
Agreement and, except in such respects as do not materially and adversely affect

<PAGE>

the business of the Purchaser and is  Subsidiaries,  taken as a whole, as of the
Closing Time as if made as of such time.

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

(6) All other conditions to the Closing of all other agreements for the purchase
and sale of the  Acquired  Assets  between  the  Purchaser  or an  Affiliate  of
Purchaser  and EHAG,  EAG or an Affiliate of EHAG or EAG have been  satisfied or
waived.

ARTICLE IX: TERMINATION, AMENDMENT, WAIVER

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

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

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

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

9.2  Amendment.  This Agreement may be amended by EHAG, EAG 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 EHAG, EAG and the Purchaser.

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

<PAGE>


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

ARTICLE X: INDEMNITY

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

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

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

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

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

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

<PAGE>


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

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

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

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

10.5 Cooperation. The Purchaser shall, and shall cause its accountants, counsel,
employees and other  representatives  to,  reasonably  cooperate with Sellers 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>


Sellers shall,  and shall cause its  accountants,  counsel,  employees and other
representatives  to, reasonably  cooperate with the Purchaser in connection with
any and all  disputes  which  may  arise in  connection  with any and all of the
Assumed  Liabilities.  Without  limiting the  generality of the  foregoing,  the
Purchaser   shall  cause  its   accountants,   counsel,   employees   and  other
representatives, to make available to EHAG or EAG, their employees, work papers,
documents and other  information and materials  reasonably  requested by EHAG or
EAG in  connection  with the Excluded  Liabilities  and Sellers  shall cause its
respective accountants,  counsel,  employees and other representatives,  to make
available to the  Purchaser,  its  employees,  work papers,  documents and other
information  and materials  reasonably  requested by the Purchaser in connection
with the  Assumed  Liabilities.  The party  requesting  cooperation  (Sellers 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 or their Affiliates'  employees' time spent in connection with such
cooperative efforts.

10.6  Limitation.  The  parties  shall  have no  liability  for  indemnification
pursuant to this Article 10 until the aggregate amount of all losses suffered by
the party seeking  indemnification  with respect to such matters exceeds the sum
of USD50,000, and then only for the amount by which such aggregate losses exceed
USD50,000;  provided,  however, that this limitation shall not apply to breaches
by EHAG or EAG or its obligations under Section 7.11 above.

ARTICLE XI: GENERAL PROVISIONS

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

11.2  Choice of Law.  This  Agreement  shall be  governed  by,  interpreted  and
construed in accordance with the substantive laws of Switzerland,  excluding the
United Nations  Convention on Contracts for the International  Sales of Goods of
April 11, 1980.

<PAGE>


11.3  Notices.  All  notices  and other  communications  required  or  permitted
hereunder  shall be in writing and shall be deemed  given if and when  delivered
personally or six (6) 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:
To the Purchaser's Ultimate Parent:
AremisSoft Corporation
216 Haddon Street, Suite 607
Westmont, NJ 08108
Attn: Roys Poyiadjis, CEO

with a required copy to:

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


<PAGE>

If to EHAG or EAG:
To theSeller's Ultimate Parent:
Verso Technologies, Inc.
400 Galleria, Suite 300
Atlanta, GA 30339
Attn: William P. O'Reilly, CEO

with a required copy to:

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

11.4  Survival  of  Representations,   Warranties,   Etc.  The  representations,
warranties,  covenants,  and  agreements of the parties  contained  herein shall
survive the Closing and any investigation of the other party made prior thereto.
Representations  and warranties shall so survive for a period of three (3) years
from the Closing, except for those contained in Sections 4.1, 4.2, 4.3, 5.1, 5.2
and 5.3 which shall survive for ten (10) years.

11.5  Miscellaneous.   This  Agreement  constitutes  the  entire  agreement  and
supersedes  all of the prior  agreements  and  understandings,  both written and
oral, between the parties,  with respect to the subject matter hereof, except as
specifically  provided otherwise or referred to herein, so that no such external
or separate  agreements  relating to the subject  matter of this  Agreement  (1)
shall have any effect or be binding, unless the same is referred to specifically
in this  Agreement or is executed by the parties  after the date hereof;  (2) is
not intended to confer upon any other  person any rights or remedies  hereunder;
and (3) shall not be  assigned  by  operation  of law or  otherwise  except  for
assignments of all or any part of the rights of the Purchaser  hereunder,  which
may be  freely  assigned  by the  Purchaser  so long as the  obligations  of the
Purchaser under this Agreement  remain  obligations of, or their  performance is
guaranteed  by, the  Purchaser.  This  Agreement  may be executed in two or more
counterparts  which together shall  constitute a single  agreement and facsimile
signatures shall have equal dignity with original signatures for all purposes.

<PAGE>


IN WITNESS WHEREOF,  the undersigned have caused this Agreement for the Purchase
and Sale of Assets to be signed on October 26, 2000 by their respective officers
or proxies thereunto duly authorized.

The Purchaser:

AremisSoft Hospitality (Switzerland) GmbH

By:


EHAG:

Eltrax Holding AG

By:


EAG:

Eltrax AG

By:


Sellers' Ultimate Parent:

Verso Technologies, Inc


By:


Purchasers' Ultimate Parent:

AremisSoft Corporation

By: