DATED                                       2000
                  ------------------------------------------------










                  ELTRAX UK LIMITED                           (1)

                  AREMISSOFT HOSPITALITY (UK) LIMITED         (2)

                  VERSO TECHNOLOGIES, INC.
                  (formerly ELTRAX SYSTEMS, INC.)             (3)

                  AREMISSOFT CORPORATION                      (4)

              ----------------------------------------------------
                        ASSET SALE AND PURCHASE AGREEMENT
                           relating to the business of
                                 ELTRAX UIMITED
              ----------------------------------------------------









                                   Joelson Wilson & Co
                                   70 New Cavendish Street
                                   London W1M 8AT

                                   Ref: PIW.PPS.LS.2289.9



<PAGE>




                                      INDEX
                                      -----

                                                                        Page No:
                                                                        -------
1.       Definitions                                                         1
2.       Sale and Purchase of the Business                                   11
3.       Consideration                                                       11
4.       Completion                                                          12
5.       Excluded Assets and Liabilities                                     13
6.       Value Added Tax                                                     13
7.       Conduct of the Business                                             14
8.       Debts and Liabilities                                               15
9.       Risk and Liabilities                                                15
10.      Title                                                               17
11.      Cash                                                                18
12.      Warranties by the Vendor                                            19
13.      Employees                                                           19
14.      Vendor's Undertakings                                               20
15.      Guarantees                                                          21
16.      Conditions                                                          22
17.      Property                                                            22
18.      Generally                                                           25
19.      Notices                                                             26

Schedule 1 - Warranties                                                      29
Schedule 2 - Transferring Employees                                          43
Schedule 3 - Agreed Liabilities                                              44
Schedule 4 - Debts                                                           45
Schedule 5 - The Property                                                    46
Schedule 6 - Apportionment of Consideration                                  47
Schedule 7 - Limitation of Liability on Warranties                           48
Schedule 8 - Schedule of Condition                                           49
Appendix 1 - Computer Software Licences                                      51
Appendix 2 - Equipment                                                       51

Agreed Form Documents:

1.       Assignment of Debts                                                 52
2.       Assignment of Goodwill                                              57
3.       Assignment of Intellectual Property Rights                          64
4.       Balance Sheet                                                       70



<PAGE>


THIS AGREEMENT is made the                  day of                          2000


BETWEEN:

(1)  ELTRAX UK LIMITED whose registered office is at 1 Holmesdale Road,  Croydon
     CR0 2LR (Registered No: 02042869) ("the Vendor");

(2)  AREMISSOFT  HOSPITALITY  (UK)  LIMITED  whose  registered  office  is  at 2
     Hazelbank Close,  Petersfield,  Hampshire GU31 4BY (Registered No: 4098063)
     ("the Purchaser");

(3)  VERSO  TECHNOLOGIES,  INC.  (formerly  ELTRAX SYSTEMS,  INC.) a corporation
     incorporated  under the law of the State of Minnesota  USA whose  principal
     place of business is at 400 Galleria Parkway,  Suite 300, Atlanta,  Georgia
     30339, USA ("Verso Technologies"); and

(4)  AREMISSOFT  CORPORATION  a corporation  incorporated  under the laws of the
     State of Delaware  USA whose  principal  place of business is at 216 Haddon
     Avenue, Suite 607, Westmont, New Jersey 08109, USA ("the Purchaser's Parent
     Company").

WHEREAS:

(A)  The Vendor is an indirect  wholly-owned  subsidiary of Eltrax International
     Inc.  (a   Pennsylvania   corporation)   whose  holding  company  is  Verso
     Technologies.

(B)  The Vendor provides turnkey hardware and software solutions and services to
     the hospitality industry in the United Kingdom.

(C)  The  Purchaser's  Parent  Company is the  ultimate  holding  company of the
     Purchaser.

(D)  The  Purchaser's  Parent  Company  (1) Verso  Technologies  (2) and  Eltrax
     Hospitality Group, Inc. (a Georgia  Corporation)  ("EHGI") (3), have agreed
     under  the  terms  of the  Head  Agreement  (as  defined  below)  that  the
     Purchaser's  Parent  Company  will  purchase  certain of the assets and the
     agreed  liabilities  of EHGI as  provided  in and on the  terms of the Head
     Agreement and pursuant thereto it has been agreed that the Vendor will sell
     to the  Purchaser  the  Business  (as  defined  below)  upon the  terms and
     conditions of this Agreement as the parties hereto agree.

NOW IT IS HEREBY AGREED as follows:-

1.       DEFINITIONS

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

          "Accounting Date" means 31 December 1999;

<PAGE>

          "Accounts" means the accounts  relating to the  Business  incorporated
               into the  audited  financial  statements  of the  Vendor  for the
               accounting   reference   period  ended  on  the  Accounting  Date
               comprising  balance sheet,  profit and loss account,  notes,  the
               directors'  and  auditor's  reports  and cash flow  statement  as
               included in Schedule 1 to the Disclosure Letter;

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

          "Agreed Liabilities" the aggregate amount  (including VAT) owed by the
               Vendor at the Completion  Date in connection with the Business to
               or in respect of trade  creditors which are set out in Schedule 3
               exclusive  of VAT to be  assumed  by the  Purchaser  pursuant  to
               Clause 8.3 and in addition any  liabilities to be included in the
               Management  Accounts  which the  Purchaser  agrees in  writing to
               assume  in  connection  with  the  Business  (but  excluding  any
               liabilities  relating  to any  other  division  of the  Vendor or
               liabilities  due to any other  company in the Vendor's  Group and
               also  excluding  any  direct  or  indirect  costs or  liabilities
               incurred in connection with the sale and purchase of the Business
               whether under this Agreement or otherwise);

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

          "Balance Sheet Date" means the 30 September 2000; "Business" means the
               business of providing turnkey hardware and software solutions and
               services to the hospitality  industry carried on by the Vendor at
               the date hereof in the event that this  Agreement is entered into
               on a date  prior to the  Completion  Date  and at the  Completion
               Date;

          "Business"  means the  business  of  providing  turnkey  hardware  and
               software  solutions  and  services  to the  hospitality  industry
               carried  on by the  Vendor at the date  hereof in the event  that
               this

<PAGE>
               Agreement is enetered into on a date prior to the Completion Date
               and at the Completion Date;


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

          "Business Day"  means any day which is not a  Saturday,  a Sunday or a
               Bank or Public Holiday in England and Wales;

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

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

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

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

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

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

          "Business Name" means Eltrax UK or any name  including the word Eltrax
               or any colourable imitation of it;

          "Cash" means any cash  balances  held at the  Completion  Date for the
               purpose of reimbursing  out-of-pocket expenses in connection with
               the  Business and cash at the bank in  accordance  with Clause 11
               and all cheques and other securities representing the same;

<PAGE>

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

          "Completion Date" means the date hereof;

          "Completion  Time"  means  the time at which the  Completion  actually
               occurs, which shall take place at 3.30 p.m. in the United Kingdom
               where the Vendor conducts its Business;

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

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

          "Computer Systems  Agreements"  means all  arrangements and agreements
               pursuant to which any third  party,  including  any member of the
               Vendor's  Group  provides any element of the Computer  Systems to
               the  Business   including   without   limitation  the  agreements
               particulars  of which are set out in Schedule 2 to the Disclosure
               Letter and in addition any  agreements to be included in Schedule
               2 to which the Vendor and the Purchaser agree in writing prior to
               Completion;

          "Consideration"  means the purchase  price payable by the Purchaser to
               the Vendor for the Business and Assets  hereby  agreed to be sold
               of US Dollars ten thousand (US$10,000) apportioned as provided in
               Schedule 6;

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

<PAGE>

               Completion  except the Excluded  Liabilities;  *NB referred to in
               Warranties only

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

          "Customer Contracts" means all those contracts,  engagements or orders
               entered into on or by the Completion  Date by or on behalf of the
               Vendor with its customers for the sale,  loan or hire of goods or
               equipment or  provision  of services by the Vendor in  connection
               with  and  in  the  ordinary  course  of  business  which  at the
               Completion Date remain to be performed in whole or in part by the
               Vendor   including,   without  limiting  the  generality  of  the
               foregoing words,  all those  contracts,  particulars of which are
               set out in  Schedule 3 to the  Disclosure  Letter and in addition
               any Customer  Contracts to be included in Schedule 3 to which the
               Vendor and the Purchaser agree in writing prior to Completion;

          "Debts" means the aggregate amount  (including VAT) owed to the Vendor
               at the  Completion  Date in  connection  with goods and  services
               supplied  in the  Business  by or in  respect  of  trade  debtors
               including (but without limitation) those trade debtors set out in
               Schedule 4 (which are set out  exclusive  of VAT) and in addition
               any debtors in connection with the Business to be included in the
               Management   Accounts  which  have  fallen  due  between  the  30
               September  2000 and  Completion  to be assigned to the  Purchaser
               pursuant to a Deed of Assignment of Debts in the Agreed Form;

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

<PAGE>
               with sufficient  particularity  to enable the Purchaser to assess
               the full impact on the Business of the matter disclosed;

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

          "the Eltrax Guarantor" means Verso Technologies;

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

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

          "Excluded  Employees"  means  all  employees  if any  other  than  the
               Transferring Employees as listed in Schedule 2 Part 2;

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

          "Goodwill"  means the  goodwill of the Vendor in  connection  with the
               Business  including  the  exclusive  right for the  Purchaser  to
               represent itself as carrying on the Business in succession to the
               Vendor,  and under the names and in  connection  with products of
               the Business  under the trade names  Medallion,  Medallion  2000,
               Medallion 3000, Check, Innmaxx,  Lanmark,  Winnmaxx, EIS and SCMS
               and all other trade names of the Business but excluding  "Eltrax"
               and "Eltrax  Hospitality"  and all other trading names and styles
               of the Vendor;

<PAGE>

          "Head Agreement" means the Agreement  dated 29 September  2000 between
               the Purchaser's Parent Company (1) and Verso Technologies (2) and
               EHGI (3) by virtue of which the  Purchaser's  Parent  Company has
               agreed to  purchase  the  acquired  assets and assume the assumed
               liabilities for the  consideration  (as such terms are defined in
               the Head Agreement) and upon the terms of the Head Agreement;

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

          "Intellectual Property Rights" means patents, know-how, registered and
               unregistered  trademarks and service marks  (including any trade,
               brand  or  business  name  and  any  distinctive  sounds  used to
               differentiate  the goods or  services  of the  Business),  domain
               names,  registered  designs,  registered rights,  utility models,
               copyright  (including  all such rights in computer  software  and
               hardware,  the Business  Information  and any  databases),  moral
               rights and topography  rights,  (in each case for the full period
               thereof and all  extensions and renewals  thereof),  applications
               for any of the  foregoing  and the  right to apply for any of the
               foregoing  in any  part  of the  world  and  any  similar  rights
               situated in any country;  and the benefit (subject to the burden)
               of  any  and  all  agreements,   arrangements   and  licences  in
               connection with any of the foregoing and without prejudice to the
               generality of the foregoing the rights to use, assign, licence or
               grant  rights over any trade or service mark of the Vendor or any
               member of the Vendor including the rights to Medallion, Medallion
               2000, Medallion 3000, Check, Innmaxx, Lanmark,  Winnmaxx, EIS and
               SCMS but save for "Eltrax" and "Eltrax Hospitality";

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

<PAGE>
          "Lease" means the Lease of the Property as defined below;

          "Lease  Contracts"   means  those  contracts  and  other   contractual
               arrangements  particulars  of which are set out in  Schedule 6 to
               the Disclosure Letter  (including,  without  limitation,  finance
               leases, but excluding leases of real property) entered into by or
               on behalf of the Vendor in connection with the Business and which
               remain  unperformed as at the  Completion  Date pursuant to which
               tangible  assets used by the Vendor in or in connection  with the
               Business at that date  (together  "the Leased  Assets") have been
               supplied  to or are held by the  Vendor on hire or other  rental,
               lease,  licence, hire purchase, or in other terms such that title
               thereto does not pass or has not passed to the Vendor;

          "Management  Accounts" means the balance sheet of the Business made up
               at 30 September  2000 and the trading and profit and loss account
               of the  Business for the period of 9 months ended on that date in
               the Agreed Form;

          "Motor Vehicles" means those, motor vehicles, details of which are set
               out in Schedule 4 to the  Disclosure  Letter and in addition  any
               Motor  Vehicles to be included in Schedule 4 which the Vendor and
               the Purchaser agree in writing prior to Completion;

          "Planning Acts"  means the Town and  Country  Planning  Act 1990,  the
               Planning  (Listed  Building  Conservation  Areas)  Act 1990,  the
               Planning  (Hazardous   Substances)  Act  1990  and  the  Planning
               Compensation Act 1990;

          "the Property"  means  the  leasehold  property  owned  by the  Vendor
               described in Schedule 5;

          "Purchaser's  Solicitors"  means Messrs  Joelson Wilson & Co of 70 New
               Cavendish Street London W1G 8AT;

          "Records" means all sale and purchase  records and lists of customers,
               suppliers,   agents,   distributors  and  prospective  customers,
               contracts,   correspondence,   data,   information  reports,  all

<PAGE>
               consultancy  reports  prepared  for the Vendor or its  customers,
               personnel,  payroll and national  insurance  records,  orders for
               services  and other books and  records in whatever  form the same
               are maintained  (including computer programmes) in respect of the
               Business  as are  within the power  possession  or control of the
               Vendor and as may exist but  excluding  the Retained  Records and
               any other  records  the Vendor is  required  to retain  including
               (without  limit) all national  insurance and PAYE records and all
               records which relate both to the Business and other operations or
               businesses of the Vendor's Group;

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

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

          "Supplier Contracts" means all those contracts,  engagements or orders
               entered into on or prior to the  Completion  Date by or on behalf
               of the  Vendor  for the  supply or sale of goods to the Vendor in
               connection  with and in the ordinary course of the Business which
               at the Completion Date remain to be performed in whole or in part
               including,  without  limiting  the  generality  of the  foregoing
               words, all those  contracts,  particulars of which are set out in
               Schedule 5 to the Disclosure  Letter and in addition any Supplier
               Contracts  to be  included in Schedule 5 which the Vendor and the
               Purchaser agree in writing prior to Completion;

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

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

<PAGE>
               1 and in  addition  any  other  Transferring  Employee  which the
               Vendor and the Purchaser agree in writing prior to Completion;

          "VAT Records" means all records  relating to the Business  referred to
               in Section 49 of and Schedule 11 to the Value Added Tax 1994;

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

          "Vendor's  Solicitors"  Ormerods  of Green  Dragon  House,  64-70 High
               Street, Croydon CRO 9XN;

          "Warranties" the warranties  representations and undertakings given by
               the Vendor and  guaranteed  by the  Eltrax  Guarantor  set out in
               Schedule 1 to this  Agreement and  "Warranty"  shall be construed
               accordingly.

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

1.3  In this Agreement and its schedules:

     1.3.1 words and expressions defined in the Companies Acts 1985-1989 bear
           the same respective meanings

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

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

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

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

<PAGE>

2.   SALE AND PURCHASE OF THE BUSINESS
     ---------------------------------

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

     2.1.1 the Goodwill;

     2.1.2 the Equipment;

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

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

     2.1.5 the Stock;

     2.1.6 the Intellectual Property Rights;

     2.1.7 the Cash;

     2.1.8 the  Computer  Systems  and  the  benefit  of  the  Computer  Systems
           Agreements;

     2.1.9 the Motor Vehicles;

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

2.2  The Consideration  (apportioned as provided in Schedule 6) shall be paid in
     cash upon Completion in accordance with Clause 4.3;

2.3  The  Eltrax  Guarantor  shall  procure  that the Vendor  complies  with its
     obligations under clause 2.1

2.4  The  Purchaser's  Parent Company shall procure that the Purchaser  complies
     with all the Purchaser's obligations under this Agreement;

3.   CONSIDERATION:
     -------------

3.1  The  Consideration  payable for the sale by the Vendor of the  Business and
     the Assets shall be the sum of US Dollars ten thousand (US$10,000) equal to
     the aggregate of the values of the Goodwill,  the  Equipment,  the Business

<PAGE>

     Contracts,  the Computer  Software  Licences,  the Stock,  the Intellectual
     Property  Rights,  the Cash, the Computer  Systems and the Computer Systems
     Agreements, and the Motor Vehicles.

4.   COMPLETION
     ----------

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

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

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

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

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

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

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

     4.2.6 the Records  and VAT  records  and  copies  of the PAYE and  National
           Insurance records

     4.2.7 the Stock

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

     4.2.9 the Business Information and the Information

     4.2.10 the Computer Software Licences and the Computer Systems Agreements

     4.2.11 deeds of release in respect of all charges mortgages  debentures and
            other security  interests created by the Vendor or to which any of
            the Assets are subject in terms satisfactory to the Purchaser

     4.2.12 transfer documents in respect of Motor Vehicles

<PAGE>

4.3  At the request and on the authority of the Vendor the  Purchaser  shall pay
     or cause to be paid to Verso Technologies Inc the Consideration.

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

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

5.   EXCLUDED ASSETS AND LIABILITIES

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

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

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

5.3  the Excluded Liabilities

5.4  the Property

6.   VALUE ADDED TAX

6.1  The  parties  intend  that  Section 49 of the Value  Added Tax Act 1994 and
     Article 5 of the Value  Added Tax  (Special  Provisions)  Order  1995 shall
     apply  to the  transfer  of the  Business  and the  parties  shall  use all
     reasonable  endeavours  to secure that the sale of the  Business as a going
     concern is  treated  as neither a supply of goods nor a supply of  services
     for the purposes of VAT

6.2  In the event that VAT is  chargeable  on the  transfer  of the whole or any
     part of the Business  pursuant to this  Agreement the  Purchaser  shall pay
     within  sufficient  time for the  Vendor to pay such VAT in due time to the
     Vendor (in  addition  to the  Consideration  referred  to in Clause 2.2) an
     amount  equal to the VAT  payable  in  respect  of the  transfer  following

<PAGE>


     delivery by the Vendor to the  Purchaser  of tax invoices in respect of the
     purchase price (or such part that attracts VAT)

6.3  The  Purchaser  hereby  undertakes  to  preserve  the VAT  Records for such
     periods as are required by law and, upon reasonable  notice but only during
     normal  business  hours,  to  permit  the  Vendor  or its  duly  authorised
     representatives  to inspect and at the Vendor's costs to make copies of the
     VAT records

7.   CONDUCT OF THE BUSINESS

7.1  In the event that this  Agreement  is  entered  into on a date prior to the
     Completion  Date the Vendor shall carry on the Business as a going  concern
     and prudently and in an efficient and business-like manner from the date of
     this Agreement to the Completion Date and during such period shall:

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

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

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

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

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

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

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

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

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

<PAGE>

8.   DEBTS AND LIABILITIES

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

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

8.3  The Purchaser shall be responsible for discharge of the Agreed  Liabilities
     in accordance with their terms as from Completion

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

9.   RISK AND LIABILITIES
     --------------------

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

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

     9.2.1 losses costs liabilities and expenses arising out of or in connection
           with the ownership or carrying on of the Business arising or relating
           to all periods up to or on  Completion  and any and all actions suits
           proceedings claims  demands  assessments  awards  and  judgements  in
           respect  thereto and  (save  in  respect  of  work  in  progress  and
           unfinished  products  and  any  steps  required  to be  taken  by the
           Purchaser under Clause 7.2)

     9.2.2 liabilities arising   under  or  in  respect   of  all   contractual
           commitments entered  into by the Vendor in  respect  of the  Business
           (save as  provided  in  Clause  2.1.3  in  respect  of  the  Business
           Contracts)

<PAGE>

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

     9.4.1 Subject to Clause 9.4.2 after Completion the Purchaser shall meet and
           discharge all claims for fulfilment of warranties given by the Vendor
           in relation to the Business to customers which have been disclosed to
           the Purchaser or are normal warranties given in the ordinary course
           of the Business  which arise after that date in respect of products
           sold or supplied or services provided by the Vendor before Completion
           and the Purchaser shall indemnify the Vendor against all reasonable
           costs and liabilities incurred by the Vendor under such warranties

     9.4.2 In respect of liability for the costs to upgrade Squirrel software to
           "Version 1.1" pursuant to an international distribution agreement
           made between  Squirrel  Systems,   Inc.  ("Squirrel")  (1)  and
           AremisSoft Hospitality  (US), Inc., (2) dated 18 October 2000 (the
           "Distribution Agreement"),  neither the customers of the Business nor
           the Purchaser, the Purchaser's  Parent Company nor its  subsidiaries
           with respect to such  customers,  will be liable for the cost of
           providing the Version 1.1  upgrade  pursuant  to and in  accordance
           with the  terms of the Distribution Agreement. Other than the rights,
           duties, liabilities and obligations created by the Distribution
           Agreement, no rights, duties, liabilities or obligations are granted
           to or imposed upon any party by this clause.

9.5  All rents, rates, gas, water, electricity and telephone charges and service
     charges  and other  outgoings  relating  to or  payable  in  respect of the
     Business (including but not exclusively  repairs,  decoration,  damages for
     breach of covenant  landlord's  costs  including  surveyors fees in respect
     thereof) up to and  including  Completion  shall be borne by the Vendor and
     after  Completion such charges and other outgoings  (excluding  damages for
     breach of covenant  arising from lack of repair,  decoration  and any other
     breach prior to Completion and landlord's  costs  including  surveyors fees
     relating  to a  claim  for  damages  for a  breach  of  covenant  prior  to
     Completion)  relating  to or payable in  respect  of the  Business  and the
     Property  whilst  it is used  for the  purpose  of the  Business  or by the
     Purchaser or any associated  company of the Purchaser as aforesaid shall be
     borne  by  the  Purchaser.  Outgoings  and  payments  receivable  including
     Customer Cash shall be apportioned  between the Vendor and the Purchaser on
     a like basis.  All rents,  rates,  gas,  water,  electricity  and telephone
     charges and service  charges and other outgoings in respect of the Property
     (including but not exclusively repairs,  decoration,  damages for breach of
     covenant  landlord's costs including  surveyors fees in respect thereof and
     any reverse  premium  arising  after  Completion)  and all rentals or other
     payments  and  periodic  payments  including  premiums   receivable  on  an
     assignment  or  surrender  of the Lease or a  subletting  thereof and other
     benefits in respect of the Property  after the later of Completion  and the
     date the  Property is no longer used for the purpose of the  Business or by
     the Purchaser as aforesaid  shall be dealt with in  accordance  with Clause
     17.


<PAGE>

9.6  Where any amounts fall to be apportioned  under this Agreement,  the Vendor
     shall  provide  the  Purchaser  with full  details  of the  apportionments,
     together  with  supporting  vouchers or similar  documentation,  and in the
     absence  of  dispute  the  appropriate  payment  shall be made by or to the
     Vendor  forthwith.  If the amount of any  apportionment is in dispute,  the
     provisions  of Clause 9.7 shall  apply for  resolving  the  dispute and the
     amount  determined in  accordance  with that clause shall be paid within 14
     days of the  determination,  together with  interest  calculated on a daily
     basis (as well after as before  judgment),  from the  Completion  until the
     date of actual  payment,  at the rate of one per cent per  annum  above the
     base rate from time to time of Barclays Bank PLC

9.7  Any  dispute  with  respect  to  the  determination  of  the  value  of any
     apportionments under Clause 9.6 shall be referred for final settlement to a
     firm of  chartered  accountants  nominated  jointly  by the  Vendor and the
     Purchaser  or,  failing  such  nomination  within 14 days after  request by
     either the Vendor or the  Purchaser,  nominated at the request of either of
     them by the  President  for the time being of the  Institute  of  Chartered
     Accountants in England and Wales. The accountants shall be entitled to call
     for and inspect the working papers of the Vendor's  auditors and such other
     documents  as they may  reasonably  consider  necessary.  In  making  their
     determination, the accountants shall act as experts and not as arbitrators,
     their  decision  shall  (in the  absence  of  manifest  error) be final and
     binding on the parties and their fees shall be borne and paid by the Vendor
     and the Purchaser in such proportions as the accountants determine

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

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

10.  TITLE

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

10.2 In so far as the Assets  comprise  the benefit  and burden of the  Business
     Contracts or the Computer Software Licences or Computer Systems  Agreements
     (in this Clause together  referred to as "the  Contracts")  which cannot be
     effectively  assigned to the Purchaser without the consent of a third party
     or except by agreement or novation:-

<PAGE>

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

     10.2.2 unless and until such  consent is obtained  or any such  contract is
            novated the Purchaser shall for its own benefit and to the extent
            that the Contracts  permit the Vendor shall hold the relevant
            Contracts as bare trustee for the Purchaser  (and subject to Clause
            10.2.3) for nil consideration  and  shall  sub-contract  any  work
            arising  from  the Contracts  to the  Purchaser  to the intent  that
            the Vendor  does not benefit from the Contracts

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

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

10.4 The Eltrax  Guarantor  shall  procure that whilst the Vendor's  obligations
     under  Clause  10.2  subsist  the  Vendor  shall  remain  solvent,  pass no
     resolution  or have no order made  against it for its  winding-up,  have no
     administrator,  administrative receiver or receiver appointed in respect of
     its assets or take or suffer any similar or analogous action in consequence
     of debt.

11.  CASH

11.1 The Vendor shall within  fourteen days after the Completion Date produce to
     the Purchaser a cash statement  that shall  reconcile with the bank account
     of the Vendor at the Completion  Date and all cheques and other  securities
     representing  the same received by the Vendor after the Completion Time and
     the Vendor shall further produce copies of its relevant bank statements and
     shall pay to the  Purchaser  the  amount (if any) shown as a credit on such
     statement  within  7 days  of  production  of the  cash  statement  and the
     relevant bank statements  together with interest thereon from the expiry of
     such 7 day period at 1% over the Base Rate of Barclays Bank.

11.2 Any dispute  with  respect to the  determination  of the amount of the Cash
     shall be referred for final  settlement to a firm of chartered  accountants
     nominated  jointly  by the  Vendor  and  the  Purchaser  or,  failing  such
     nomination  within 14 days  after a request  by  either  the  Vendor or the
     Purchaser,  nominated at the request of either of them by the President for
     the time being of the  Instituted  of Chartered for and in  Accountants  in
     England and Wales.  The accountants

<PAGE>

     shall be entitled to call for the cash  statement  and the bank  statements
     referred  to in 11.1  and  such  other  documents  as they  may  reasonably
     consider necessary.  In making their  determination,  the accountants shall
     act as experts and not as arbitrators, their decision shall (in the absence
     of manifest error) be final and binding on the parties and their fees shall
     be borne and paid by the Vendor and the  Purchaser in such  proportions  as
     the accountants determine.

12.  WARRANTIES BY THE VENDOR
     ------------------------

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

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

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

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

13.  EMPLOYEES

13.1 The  parties  declare  that it is their  intention  that the  contracts  of
     employment  of the  Transferring  Employees  shall  be  transferred  to the
     Purchaser   pursuant  to  the  Transfer  of  Undertakings   (Protection  of
     Employment)   Regulations  1981  ("the   Regulations")   with  effect  from
     Completion

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

13.3 The Vendor shall indemnify the Purchaser  against each and every cost claim
     liability  expense or demand  which  relates to or arises out of any act or
     omission by the Vendor including without prejudice to the generality of the
     foregoing  any failure by the Vendor to comply with its  obligations  under
     regulation 10 of the Regulations or any other event or occurrence  prior to
     the

<PAGE>

     Completion  Date and  which the  Purchaser  may  incur in  relation  to the
     employment of the Transferring Employees and in relation to any contract of
     employment and collective agreements concerning the Transferring  Employees
     pursuant to the operation of the Regulations  including without  limitation
     any such matter relating to or arising out of:

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

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

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

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

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

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

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

14.  VENDOR'S UNDERTAKINGS

For the purpose of assuring to the  Purchaser  the full  benefit of the Business
the Vendor covenants with the Purchaser that the Vendor shall not and the Eltrax
Guarantor as a separate covenant  covenants with the Purchaser that it shall not
and

<PAGE>

shall procure that each company in the Vendor's Group shall not:-

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

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

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

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

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

15.  GUARANTEES

15.1 In consideration  of the Purchaser  entering into this Agreement the Eltrax
     Guarantor  hereby  guarantees the due and full performance by the Vendor of
     its duties  obligations  and  undertakings  under this Agreement and hereby
     undertakes to the Purchaser that if the Vendor shall fail in any respect to
     fulfil or shall be in breach of any of its  duties  obligations  Warranties
     representations covenants or undertakings the Purchaser shall be at liberty
     to act and the  Eltrax  Guarantor  shall be  liable as if it were the party
     principally bound thereby

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

15.3 The  Eltrax  Guarantor  hereby  agrees  that any duty  obligation  covenant
     Warranty  agreement or  undertaking  expressed in this  Agreement or in the
     Schedules  to  be  a  duty  obligation   covenant  Warranty   agreement  or
     undertaking

<PAGE>

     of the  Vendor  shall be and be  construed  as a duty  obligation  covenant
     Warranty  agreement and undertaking of the Eltrax  Guarantor and the Vendor
     jointly and severally

15.4 In consideration of the Vendor entering into this Agreement the Purchaser's
     Parent  Company  hereby  guarantees  the due and  full  performance  by the
     Purchaser of its duties  obligations and undertakings  under this Agreement
     and hereby undertakes to the Vendor that if the Purchaser shall fail in any
     respect  to fulfil or shall be in breach of any of its  duties  obligations
     representations covenants or undertakings the Vendor shall be at liberty to
     act and the  Purchaser's  Parent  Company shall be liable as if it were the
     party principally bound thereby.

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

15.6 The  Purchaser's  Parent  Company  hereby  agrees that any duty  obligation
     covenant  agreement or  undertaking  expressed in this  Agreement or in the
     Schedules to be a duty obligation  covenant agreement or undertaking of the
     Purchaser shall be and be construed as a duty obligation covenant agreement
     and undertaking of the Purchaser's Parent Company and the Purchaser jointly
     and severally.

15.7 The guarantees,  covenants and agreements contained in this clause 15 shall
     be a  continuing  security  and  shall  not  be  affected  by any  time  or
     indulgence  granted by the  Purchaser to the Vendor or by the Vendor to the
     Purchaser.

15.8 Each reference  herein to the Eltrax  Guarantor and the Purchaser's  Parent
     Company shall be deemed to include their respective  successors all of whom
     shall be bound by the provision hereof

16.  CONDITIONS

16.1 This  Agreement  and  Completion  are  conditional  upon the  exchange  and
     completion of the Head Agreement.

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

17.  THE PROPERTY

17.1.1 The Purchaser  shall after the  Completion  Date pay the outgoings on the
     Property  as  provided  in Clause 9.5 whilst the  Property  is used for the
     purposes

<PAGE>

       of the  Business or by the  Purchaser as set out in Clause 9.5 as
       aforesaid and the Purchaser's Parent Company shall pay to the Vendor
       one half of such outgoings incurred and paid by the Vendor thereafter.
       For the avoidance of doubt  outgoings as referred to in this clause
       17.1.1 shall not include any sum  payable to the  Landlord  on a
       surrender  of the Lease which shall be dealt with in accordance with
       clause 17.5.

17.1.2 All rentals or other payments and periodic payments receivable in respect
     of the  Property  whilst it is used for the  purposes of the Business or by
     the Purchaser as aforesaid after the Completion Date shall belong to and be
     payable to the Purchaser  but after the Property  ceases to be used for the
     purposes of the  Business or by the  Purchaser  as set out in Clause 9.5 as
     aforesaid all such rentals or other payments and periodic  payments and any
     other benefits including premiums receivable on an assignment,  sub-letting
     or  surrender of the Lease shall be shared  equally  between the Vendor and
     the Purchaser.

17.2 The Purchaser's Parent Company shall be entitled at any time to require the
     Vendor to use its best endeavours to surrender or assign the Lease on terms
     acceptable to both parties and, in the case of an assignment, to obtain the
     consent of the Landlord to the same.

17.3 The Vendor shall give full particulars to the Purchaser's Parent Company in
     respect  of any  claim  arising  under  this  clause  17 or of  any  notice
     direction  order or proposal for a notice  direction or order made given or
     issued  in  respect  of  the  Property  by  the  Landlord,  any  government
     department or local or public  authority as soon as  practicable  after the
     same has come to its  knowledge  and shall supply a copy of the same to the
     Purchaser's Parent Company.  Subject to clause 17.7 below, the Vendor shall
     without  delay and at the  Vendor's  own cost take all  necessary  steps to
     comply with,  avoid,  resist or compromise the same and also at the request
     of the Purchaser's  Parent Company make such objections or  representations
     relating  to the  same  as the  Purchaser's  Parent  Company  shall  acting
     reasonably deem expedient  PROVIDED THAT,  save where the notice  direction
     order or proposal for the same has been made given or issued as a result of
     any act or default solely of the Vendor or anyone else at the Property with
     the Vendor's  authority (except the Purchaser or any associated  company of
     the Purchaser),  the Purchaser's  Parent Company shall indemnify the Vendor
     against  one half of the  amount of any claim or demand  made  against  the
     Vendor and paid by the Vendor in respect of the Property  including but not
     exclusively  in the event that the Lease is assigned any claim or demand by
     the Landlord if the Assignee fails to comply with the terms of the Lease

17.4 The Vendor shall not do or permit or suffer any person to do anything on or
     in relation to the  Property  which would or might cause it to be in breach
     of any covenants or  conditions  attaching to the Property  whatsoever  and
     which could result in a notice direction order claim or demand being made.

<PAGE>

17.5 Subject to the Proviso  hereto if the Lease is  surrendered to the Landlord
     after Completion then the Purchaser's Parent Company hereby indemnifies the
     Vendor  against one half of any sum payable to the  Landlord to effect such
     surrender  PROVIDED THAT before  agreeing such  surrender with the Landlord
     the Vendor  shall  obtain the prior  written  approval  of the  Purchaser's
     Parent  Company of the  amount of any  payment or premium to be paid to the
     Landlord on such surrender.

17.6 The  Purchaser's  Parent  Company  shall pay to the  Vendor one half of the
     proper and reasonable costs including but not exclusively solicitors' costs
     land  agents'  costs and the  Landlords'  costs after  Completion  Date and
     referable to the matters set out in Clauses 17.2 and 17.3

17.7.1 The Vendor shall  indemnify  the  Purchaser  and the  Purchaser's  Parent
     Company against any claim brought by the Landlord as a result of any breach
     of the Vendor's  obligations as to repair and  decoration  contained in the
     Lease  committed  prior to Completion and the parties hereby agree that the
     state  of  repair  of the  Property  as at the  date  of  Completion  is as
     evidenced by the schedule of condition annexed at Schedule 8 hereof

17.7.2 The  Purchaser's  Parent  Company shall  indemnify the Vendor against any
     claim  brought by the  Landlord  as a result of any breach of the  Vendor's
     obligations as to repair and decoration contained in the Lease committed by
     the Purchaser after  Completion but prior to the date on which the Property
     ceases to be used for the purposes of the  Business or by the  Purchaser as
     set out in Clause 9 as  aforesaid  and the parties  hereby agree that a new
     schedule of condition ("New Schedule of Condition") evidencing the state of
     condition of the Property as at the date the Property ceases to be used for
     the  purposes of the Business or by the  Purchaser  as  aforesaid  shall be
     prepared  and agreed  within 7 days of the date the  Property  ceases to be
     used for the purposes of the Business or by the Purchaser as aforesaid and,
     in default of agreement within those 7 days, the Vendor and the Purchaser's
     Parent  Company shall be entitled to refer the matter for final  settlement
     to a firm of chartered  surveyors  nominated  jointly by the Vendor and the
     Purchaser's  Parent Company or, failing such nomination within 7 days after
     a request by either the Vendor or the Purchaser's Parent Company, nominated
     at the request of either of them by the President of the Royal Institute of
     Chartered Surveyors. In making their determination,  the surveyor shall act
     as  expert  and not  arbitrator,  his  decision  shall (in the  absence  of
     manifest  error) be final and  binding on the  Vendor  and the  Purchaser's
     Parent  Company  and his fees shall be borne and paid by the Vendor and the
     Purchaser's  Parent  Company  in such  proportions  as the  surveyor  shall
     determine.

17.7.3 In the event of a claim being  brought by the Landlord as a result of any
     breach of the Vendor's obligations as to repair and decoration contained in
     the Lease  committed  after the date the Property ceases to be used for the
     purposes  of the  Business or by the  Purchaser  as  aforesaid  the parties
     hereby  agree  that  the  costs of any  such  claim  shall be borne by them
     equally and that in  determining

<PAGE>

     the state of repair of the Property as at the date the  Property  ceases to
     be used for the purposes of the Business the parties  shall make  reference
     to the New Schedule of Condition.

18.  GENERALLY

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

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

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

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

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

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

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

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

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

<PAGE>

18.10Each party shall bear its own costs  arising out of or in  connection  with
     the preparation, negotiation and implementation of this Agreement

18.11This Agreement may be executed in any number of  counterparts or duplicates
     each of which  shall be an original  but such  counterparts  or  duplicates
     shall together constitute one and the same agreement.

19.  NOTICES

All  notices to be given  under this  agreement  shall be in writing  and shall
either be delivered  personally or sent by first class or airmail  pre-paid post
or by facsimile  transmission and shall be deemed duly served:  19.1 in the case
of a notice delivered personally, at the time of delivery;

19.2 in the case of a notice sent inland by first class pre-paid post, two clear
     business days after the date of dispatch;

19.3 in the case of a notice sent  overseas by airmail,  7 business  days (being
     business  days in the place to which the  notice is  dispatched)  after the
     date of dispatch; and

19.4 in the case of a facsimile  transmission,  if sent during  normal  business
     hours then at the time of transmission  and if sent outside normal business
     hours then on the next following  business day provided (in each case) that
     a confirmatory cop is sent by first class pre-paid or by hand by the end of
     the next business day.

Each notice shall be addressed to the address of the party  concerned set out in
this  agreement  or to such other  address as that party  shall have  previously
notified to the sender.

(a)  If to Vendor, addressed as follows:

     Eltrax UK Limited
     c/o Ormerods
     Green Dragon House
     64-70 High Street
     Croydon  CRO  9XN

     with a copy to:


<PAGE>

     Sir John Wickerson
     Ormerods
     Green Dragon House
     64-70 High Street
     Croydon CR0 9XN

(b)  If to Purchaser,  addressed as follows:

     AremisSoft Hospitality (UK) Limited
     2 Hazelbank Close
     Petersfield
     Hampshire GU31 4BY

     with copies to:

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

       and

     Paul I Wilson,
     Joelson Wilson & Co.,
     70 New Cavendish Street,
     London, W1G 8AT, U.K.

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

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

     With a copy to

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

(d)  if to the Purchaser's Parent Company, addressed as follows:



<PAGE>

     AremisSoft Corporation
     216 Haddon Avenue
     Suite 607
     WNJ 08108
     USA

     With a copy to

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

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


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



<PAGE>




                                   SCHEDULE 1

                                (The Warranties)

1.   THE VENDOR

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

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

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

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

2.   ACCOUNTS

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

2.2  To the extent  required by the  Companies  Act 1985 and the relevant  SSAPs
     proper  provision  or  reserve  has  been  made  in the  Accounts  for  all
     liabilities  and  capital  commitments  of the Company  outstanding  at the
     Accounting  Date  whether  contingent  quantified  disputed  or not and the
     Accounts are not affected by any unusual or  non-recurring  item (as relate
     to the Business)

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

<PAGE>

2.4  The  Management  Accounts have been prepared in accordance  with  generally
     accepted  accounting  principles  and  reflect  a true and fair view of the
     state of affairs of the Business  and truly and fairly  disclose all Assets
     and the Agreed Liabilities of the Business at the date to which they relate
     and apply bases and  policies of  accounting  which have been  consistently
     applied in the Accounts (save that such  Management  Accounts have not been
     audited)  and  there  have  been  no  material   changes  and  no  material
     deterioration  in the  financial  position of the Company since the Balance
     Sheet  Date other  than as  disclosed  in the  Management  Accounts  and no
     extraordinary  items have occurred  during the periods  between the date of
     the  Management  Accounts and  Completion  and that between the date of the
     Management Accounts and Completion the Vendor has carried on and will carry
     on (if this  Agreement is entered into on a date prior to Completion  Date)
     the Business in accordance with all the provisions contained in Clause 7.1.

3.   VENDOR'S BOOKS AND RECORDS
     --------------------------

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

4.   CONSEQUENCE OF ACQUISITION OF THE BUSINESS BY THE PURCHASER

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

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

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

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

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

<PAGE>

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

5.   THE ASSETS

5.1  Ownership of Assets

     5.1.1 the Vendor owns absolutely at Completion all the Assets;

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

5.2  Assets sufficient for the Business

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

     5.2.2 the stocks  are  sufficient  for  the  normal   requirements  of  the
           Business;

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

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

5.3  Equipment
     ---------

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

     5.3.2 the Equipment, Motor Vehicles and other equipment :-

          (a)  are in a proper state of repair and  condition  and  satisfactory
               working order;

          (b)  have been regularly and properly maintained;

          (c)  are  adequate  for and not  surplus  to the  requirements  of the
               business;  and

          (d)  would not be expected  (if the sale of the with in  Business  did
               not take place) to require replacements or additions at a cost in
               excess  of(pound)5,000  within the period of six months after the
               Completion;

5.4  Stock

     5.4.1 the Stock is of  satisfactory  quality and saleable at normal selling
           prices.

<PAGE>

     5.4.2 none  of  the   Stock   is   obsolete,   unusable,   unmarketable  or
           inappropriate  or of limited  nature in relation to the Business  and
           none of the Customer  Contracts  is likely  to  result in this  being
           untrue.

5.5  Document Stamps

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

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

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

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

6.   TRADING

6.1  Business and Financial Position

     6.1.1 since the Accounting Date:-

          (a)  the Business has been  continued in the normal  course as regards
               its nature,  extent and manner of carrying it on;

          (b)  neither the turnover nor the financial or trading business of the
               Business  has  deteriorated;

          (c)  the  Vendor  has not  borrowed  or raised  any money or taken any
               financial  facility in relation  to the  Business  except for the
               overdraft   facilities   from  its  bankers   specified   in  the
               Disclosures;

          (d)  the Vendor has paid the  Creditors of the business in  accordance
               with their respect credit terms and there are no amounts owing by
               the Vendor which have been due for more than six weeks.

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

     6.1.3 since the Accounting  Date the  Vendor  has not done or omitted to do
           anything which might prejudice or affect the Goodwill.

6.2  Existing Suppliers and Customers

     6.2.1 so far as the  Vendor is aware  (not  having  made any  enquiries  in
           respect  of future intentions):-

<PAGE>

          (a)  no supplier of the Business has, in the past three years,  ceased
               or  (as a  result  of the  acquisition  of  the  Business  by the
               Purchaser  or for any other  reason)  will  cease  supplying  the
               Business  or  may  substantially   reduce  its  supplies  to  the
               Business;

          (b)  no  customer  of the  Business  has,  in the  past  three  years,
               terminated  or  materially  reduced,  or will (as a result of the
               acquisition  of the  Business by the  Purchaser  or for any other
               reason) terminate or materially reduce, its relationship with the
               Business.

6.3  Licences and Consents

     6.3.1 the Vendor has obtained all  necessary  licences and consents for the
           proper carrying  on of the  Business  and is not in  breach of any of
           their terms or conditions;

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

6.4  Insurance

     6.4.1 all the Assets of an  insurable  nature  are and have at all material
           times been insured in amounts  representing  the full  replacement or
           reinstatement  value of them  against  fire and other  risks normally
           insured against by a person carrying on business of the same class as
           the Business;

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

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

6.5  Joint Ventures

     6.5.1 The Vendor

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

<PAGE>

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

6.6  Agreements concerning the Business

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

     6.6.2 the Vendor  has not  been a  party  to any  agency,  distributorship,
           marketing,  purchasing,   manufacturing  or  licensing  agreement  or
           arrangement or any restrictive trade or other agreement or
           arrangement pursuant  to which any part of the  Business  has been
           carried  on or which in any way has  restricted  its freedom to carry
           on the whole or any part of the Business or to use or exploit any of
           the assets in any part of the world in such manner as it thought fit.

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

7.   MATERIAL CONTRACTS

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

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

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

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

7.4  other  than in  respect of work  carried  out  between  the  exchange  of a
     contract and  completion of that contract is a contract under which payment
     has already

<PAGE>

     been received by the Vendor but which requires the  performance of services
     by the Purchaser after the date of Completion or

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

7.6  other than  normal  leasing  agreements  in respect of Motor  Vehicles  and
     office equipment is a lease loan agreement debenture guarantee or indemnity
     or a letter of  credit or a  contract  for hire or rent  hire  purchase  or
     purchase by way of credit sale or periodical payment or

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

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

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

8.   THE BUSINESS CONTRACTS

8.1  Disclosure of contracts

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

8.2  Nature of contracts

     None of the Contracts:

     8.2.1 is of an unusual, abnormal or onerous nature;

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

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

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

<PAGE>

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

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

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

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

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

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

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

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

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

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

8.7  Subject to any  provision  in the  Management  Accounts  the Vendor has not
     manufactured  or sold  products  which  were or are or will  become  in any
     material  respect  faulty or defective or which did not or do not comply in
     any material  respect with any warranties or  representations  expressly or
     impliedly  made by the  Vendor  or with  all  applicable  laws  regulations
     standards and requirements

<PAGE>

9.   EMPLOYEES

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

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

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

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

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

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

<PAGE>

10.  POWERS OF ATTORNEY

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

11.  STATUTORY REQUIREMENTS

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

11.2 At the date of this  Agreement  the Vendor is not party to any agreement or
     arrangement  which  infringes or is  registrable  unenforceable  or void or
     which renders the Vendor liable to civil or criminal  proceedings by virtue
     of  any  restrictive   trade   practice,   competition  or  unfair  trading
     legislation which would have a material adverse effect on the Business

12.  LITIGATION

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

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

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

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

13.  INTELLECTUAL PROPERTY


13.1 The Vendor is the beneficial  owner,  registered  proprietor or Licensee of
     the

<PAGE>

     Intellectual Property Rights.

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

13.3 The Business does not and is not likely to infringe any patent,  registered
     design,  trademark,  copyright or other intellectual  property right of any
     other  person  (or would not do so if the same were  valid) or give rise to
     any liability to pay compensation pursuant to the Patents Act 1977 sections
     40 and 41.

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

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

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

14.  PROPERTY

14.1 Encumbrances:-

     14.1.1 save as specifically  stated in Schedule 5 the Property is free from
            any mortgage, debenture, charge, lien or other encumbrance;

     14.1.2 the  Property is not subject to any  outgoings  other than  business
            rates, water rates and insurance premiums, rent and service charge;

     14.1.3 the  Property  is  not  subject  to  any   restrictive   covenants,
            restrictions, stipulations, easements, profits a prendre, wayleaves,
            licences, grants or reservations or other similar rights vested in
            the third parties;

     14.1.4 where any of the third party  rights  referred  to in clause  14.1.3
            have been disclosed in the disclosures, they have been fully
            observed and performed and any payments in respect of them due and
            payable have been duly paid.

14.2 Planning matters:-

     14.2.1 the use of the  Property  for the  purposes  of the  Business is the
            permitted use for the purposes of the Planning Acts;

<PAGE>

     14.2.2  planning  permission  has been  obtained  or is deemed to have been
            granted for the purposes of the  Planning  Acts with  respect to the
            development  of the Property, no  permission  has been  suspended or
            called in and no application for  planning  permission  is  awaiting
            decision;

     14.2.3 building  regulation consents have been obtained with respect to the
            development of the Property and any  alterations  and  improvements
            to it;

     14.2.4 the Vendor has complied  with and is still  complying in all respect
            with:-

          14.2.4.1 planning permissions, orders and regulations issued under the
                   Planning Acts and building  regulation  consents and bye laws
                   for the time being in force with respect to the Property; and

          14.2.4.2 all agreements  under the Town and Country  Planning Act 1971
                   Section 52 or under the Highways Act 1980 Section 38 all
                   planning obligations  undertaken  under the Town and Country
                   Planning Act 1990 Section 106 made in respect of the
                   Property.

     14.2.5 the  Property  is  not  listed  as  being  of  special,  historical,
            architectural importance or is located in a conservation area.

     14.2.6 all  claims and  liabilities  under the  Planning  Acts or any other
            legislation have been discharged and no claim or liability,
            contingent or otherwise is outstanding.

14.3 Statutory obligations

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

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

14.4 Adverse orders

     14.4.1 there are no  compulsory  purchase  notices,  orders or  resolutions
            affecting the Property and there are no circumstances likely to lead
            to any being made.
 <PAGE>

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

14.5 Leasehold Property:-

     14.5.1 the  Vendor  has  paid  the  rent and  observed  and  performed  the
            covenants on the part of the Tenant and the conditions  contained in
            the Lease and the last demand (or  receipt for rent if  issued)  was
            unqualified

     14.5.2 all licences  consents and approvals  required from the Landlord and
            any superior Landlord  under the Lease  have been  obtained  and the
            covenants on the  part  of the  Tenant  contained  in the  licences,
            consents and approvals have been duly performed and observed

     14.5.3 there are no rent reviews  under the Lease or any superior  lease in
            progress.

     14.5.4 there is no outstanding and unobserved or unperformed any obligation
            necessary to comply with any notice or other requirements given by
            the Landlord  or any  superior  landlord  under the Lease or any
            superior lease.

     14.5.5 there is no obligation to reinstatement of the leasehold Property by
            removing or dismantling any alteration  made to it by the Vendor and
            any predecessor entitled to the Vendor.

15.  GUARANTEES AND WARRANTIES

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

16.  MATERIAL INFORMATION

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

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

     16.1.2 no fact or matter  materially  affecting the trading of the Business
            which has not been disclosed to the Purchaser and the  disclosure of
            which might  reasonably   be  expected   materially  to  affect  the
            willingness of the Purchaser to purchase such Assets at the
            aggregate price or the terms

<PAGE>

            upon which the purchase is made(on the basis that the Purchaser will
            use such Assets for the purpose of carrying on the Business  and for
            the purposes of Clause 16.1 the aggregate  of any claims  under this
            warranty which total less than (pound)5,000  shall not be considered
            material

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



<PAGE>


                                   SCHEDULE 2

                                     PART 1

                            (Transferring Employees)

                             See attached documents




                                     PART 2

                          (Excluded Employees (if any))

                                      None


<PAGE>



                                   SCHEDULE 3


                              (Agreed Liabilities)

                               (See attached list)





<PAGE>



                                   SCHEDULE 4
                                   ----------

                                     (Debts)


                               (See attached list)


<PAGE>




                                   SCHEDULE 5
                                   ----------

                                 (The Property)

Leasehold interest in Suite 2, Metropolitan  House,  38-40 High Street,  Croydon
under Lease dated 25 November 1987



<PAGE>



                                   SCHEDULE 6
                                   ----------

                                 (Consideration)


The Goodwill:                         (pound)


The Business Contracts:               (pound)

The Equipment

The Computer Software Licences        (pound)

The Stock

The Intellectual Property Rights      (pound)

The Computer Systems and the
Computer Systems Agreements           (pound)

The Motor Vehicles                    (pound)

Cash                                  (pound)                 See Clause 11


           The parties have agreed not to apportion the Consideration




<PAGE>



                                   SCHEDULE 7

The  Financial  liability of the Vendor in relation to the  Warranties  shall be
governed by the terms of the Head Agreement.



<PAGE>



                                   SCHEDULE 8

                      (Schedule of Condition to be annexed)



<PAGE>




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






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



EXECUTED by                          )
for and on behalf of VERSO           )
TECHNOLOGIES, INC. (formerly Eltrax  )
Systems, Inc.) in the presence of:-  )







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