AGREEMENT FOR THE PURCHASE
                               AND SALE OF ASSETS

     This Agreement is made this December 18, 2000, by and among:

(1)  AREMISSOFT  CORPORATION  ("Aremis"),   a  corporation  duly  organised  and
     existing  under the laws of the State of  Delaware,  the  United  States of
     America,  with its  principal  place of business at 216 Haddon Street Suite
     607 Westmont NJ 08108, the United States of America;

(2)  Latin  America One Pte Ltd (the  "Purchaser"),  a company  incorporated  in
     Singapore  with its  registered  office  at 64 Tras  Street  Sulcus  House,
     Singapore 079003;

(3)  VERSO TECHNOLOGIES,  Inc. (formerly known as Eltrax Systems, Inc.) ("VTI"),
     a corporation  duly  organised and validly  existing  under the laws of the
     State of Minnesota,  the United States of America, with its principal place
     of business at 400 Galleria  Suite 300 Atlanta GA 30339,  the United States
     of America; and

(4)  Eltrax Systems Pte Ltd ("ESPL"),  a company  incorporated in Singapore with
     its  registered  office at 64  Tras  Street Sulcus House, Singapore 079003.

     WHEREAS,  Aremis and the Purchaser desire that the Purchaser  acquires,  on
the terms and subject to the conditions reflected below, the Acquired Assets (as
defined below) and the Acquired  Business (as defined below), as a going concern
with effect from the Completion Date; and

     WHEREAS,  VTI and ESPL  believe  that it is  desirable  and in  their  best
interests for ESPL to sell the Acquired Assets and the Acquired  Business to the
Purchaser;

     NOW, THEREFORE, the parties to this Agreement hereby agree as follows:

                                    ARTICLE I
                                   DEFINITIONS

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

1.1  Acquired Assets: The assets to be acquired by the Purchaser pursuant to the
     terms  hereof,  as  identified  on  Section  1.1 of the  Acquired  Business
     Disclosure     Document  attached hereto, including,   but not      limited
     to all  Intellectual  Property  Rights and  Software  Products  used in the
     Acquired  Business,  and all other assets of ESPL,  tangible or

<PAGE>

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

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

1.3  Acquired Business Balance Sheet: The balance sheet as at 31st October, 2000
     or, if  available  prior to  Completion,  the balance  sheet as at the date
     provided  for  in  Section  8.1(8)  included  in  the  Unaudited  Financial
     Statements of the Acquired Business, excluding the Excluded Assets.

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

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

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

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

1.8  Assumed Liabilities: The Liabilities of ESPL to be assumed by the Purchaser
     pursuant to this Agreement,  as  specifically  identified in Section 1.8 of
     the Acquired Business Disclosure Document, and no other Liabilities.

1.9  Business Day: Any day that is not a Saturday,  Sunday,  Public Holiday or a
     day on which banks in New York, the United States of America,  or Singapore
     are authorized to close.

<PAGE>
1.10 Completion:  The completion of the Transaction,  to take place as described
     in Article II.

1.11 Completion Date: The date on which Completion takes place, as agreed by the
     parties,  but shall not in any event be prior to  satisfaction or waiver of
     the conditions to Completion set forth in Article VIII hereof.

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

1.13 Consideration:  The net  sum of  US$200,000,  exclusive  of any  Goods  and
     Services Tax payable, to be paid by the Purchaser to ESPL or its nominee at
     Completion for the Acquired Assets and the Acquired Business.

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

1.15 Counsel to ESPL:  Joseph Tan Jude  Benny  Anne  Choo,  7 Temasek  Boulevard
     #21-02 Suntec Tower One, Singapore 038987.

1.16 Counsel to the  Purchaser:  Allen & Gledhill,  36 Robinson Road #18-01 City
     House Singapore 068877.

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

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

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

1.20 Intellectual  Property Rights:  All Software Products  (including,  but not
     limited to, all versions,  renewals,  modifications  and  extensions of any
     Software Products), patents, patent applications,  trade and

<PAGE>

     service  marks,  trade  and  service  mark   registrations,   trade  names,
     copyrights,  licenses, sublicenses,  inventions, trade secrets, technology,
     know-how,  domain names,  customer lists,  prospect lists and other similar
     intangible property.

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

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

1.23 Master  Agreement:  The Agreement for the Purchase and Sale of Assets dated
     28th  September,  2000 entered into by Aremis,  VTI and Eltrax  Hospitality
     Group, Inc. ("EHGI") relating to the sale and purchase of the business, and
     certain  assets  and  liabilities  of EHGI,  upon the terms and  conditions
     therein.

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

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

1.26 Projections:  The projections of economic results of the Acquired Business,
     prepared  by ESPL on a  monthly  basis  through  31st  December,  2000  and
     delivered to the Purchaser  pursuant to the terms of this  Agreement.  Such
     Projections  include,  separately  and  consolidated,  projected  financial
     results for each separate  business  operation of the Acquired Business and
     for each separate facility of the Acquired Business.

1.27 Proprietary Rights: Trade secrets, copyrights, patents, trademarks, service
     marks,  customer  lists,  and all  similar  types  of  intangible  property
     developed, created or owned by ESPL in connection with the Acquired Assets,
     or used by ESPL in

<PAGE>

     connection with the Acquired Business, whether or not the same are entitled
     to legal protection.

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

1.29 Senercomm: Senercomm, Inc., a Florida corporation, located at 400 Galleria,
     Suite 300, Atlanta, GA 30339.

1.30 Senercomm  Software  Products:  Senercomm  developed or published  Software
     Products marketed under the "Senercomm" trademark and Intellectual Property
     Rights  to  Senercomm  published  descriptions,  specifications,  technical
     manuals,  and other Senercomm  supporting materials which may exist in text
     or in electronic format, as the same may be modified from time to time.

1.31 Software  Products:  Any  instruction  or  instructions,  in source-code or
     object  code  format,   for  controlling  the  operation  of  any  computer
     processing  unit  together  with all user  documentation  related  thereto.
     Software  Products  include,  but  are not  limited  to,  the  applications
     identified  on the  Schedule to Section  1.1(iv) of the  Acquired  Business
     Disclosure Document.

1.32 Squirrel:  Squirrel Systems,  Inc., a Georgia  corporation,  located at 400
     Galleria, Suite 300, Atlanta, GA 30339.

1.33 Squirrel Software  Products:  All Squirrel  developed or published Software
     Products marketed under the "Squirrel" trademark and Intellectual  Property
     Rights  to  Squirrel  published  descriptions,   specifications,  technical
     manuals, and other Squirrel supporting materials which may exist in text or
     in electronic format, as the same may be modified from time to time.

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

1.35 S$: The lawful currency of Singapore.

<PAGE>

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

1.37 Unaudited Financial Statements:  The balance sheet as at 31st October, 2000
     or (if  available  prior to  Completion)  the balance  sheet as at the date
     provided  for in Section  8.1(8),  the balance  sheet as at 31st  December,
     1999, the income  statement for the period ended 31st October,  2000 or (if
     available prior to Completion) for the period ended as of the date provided
     for in Section  8.1(8),  the  income  statement  for the period  ended 31st
     December,  1999 and the related notes provided therewith,  for the Acquired
     Business,  excluding therefrom the Excluded Assets,  prepared in accordance
     with GAAP, other than the presentation of appropriate  footnote disclosure,
     schedules and the division of equity and inter-company accounts.

1.38 US$: The lawful currency of the United States of America.


<PAGE>



                                   ARTICLE II
                                 THE TRANSACTION

2.1  The Transaction

     On the  Completion  Date,  and  at  the  Completion  Time,  subject  in all
     instances  to each of the terms,  conditions,  provisions  and  limitations
     contained  in this  Agreement,  ESPL  shall  and VTI  shall  cause  ESPL as
     beneficial owner to, sell,  transfer,  convey, and assign to the Purchaser,
     by  instruments  reasonably  satisfactory  in  form  and  substance  to the
     Purchaser and Counsel to the  Purchaser,  and the  Purchaser  shall acquire
     from  ESPL  free and  clear  from all and any  claims,  liens,  charges  or
     encumbrances  (except for the encumbrances  expressly  provided in the Hire
     Purchase  Agreement  dated 10th May,  1999 in  respect of various  computer
     goods  identified  as item 4 on the  Schedule  to Section  1.1(iii)  of the
     Acquired Business Disclosure  Document) whatsoever (i) the Acquired Assets,
     and (ii) the Acquired  Business,  with the exclusive  right to carry on the
     same in  continuation  of or in  succession  to ESPL,  and (iii) assume the
     Assumed  Liabilities,  and only those  Liabilities and no other Liabilities
     whatsoever,  in exchange  for the  Consideration.  VTI and ESPL jointly and
     severally  represent that the Acquired Assets are all the assets reasonably
     necessary for the conduct of the Acquired  Business in the ordinary  course
     (exclusive  of working  capital)  in the same  manner as that in which such
     business  has been  conducted in the  immediate  past,  including,  without
     limitation,  all Proprietary  Rights,  Software  Products and  Intellectual
     Property Rights used in the ordinary  conduct of the Acquired  Business and
     all contract,  warranty, and other intangible rights relating to or arising
     out of the Acquired  Business.  Neither  Aremis nor the Purchaser or any of
     its Affiliates is assuming,  becoming liable for,  agreeing to discharge or
     in any manner becoming in any way responsible for any of the Liabilities of
     VTI  or  ESPL  other  than  the  Assumed  Liabilities.   With  effect  from
     Completion,  Aremis and the Purchaser hereby agree to jointly and severally
     pay,  perform or  discharge  all of the Assumed  Liabilities.  VTI and ESPL
     hereby jointly and severally  represent  that,  prior to and on Completion,
     ESPL holds and will hold absolutely free and clear from all and any claims,
     liens,  charges or  encumbrances  (except in relation to the Hire  Purchase
     Agreement  referred to above)  whatsoever all right,  title and interest to
     and in the Acquired Assets and there are no agreements,  understandings, or
     arrangements  of  VTI or  ESPL  which,  as of or  after  Completion,  would
     materially  and  adversely  affect the  Acquired  Assets  and the  Acquired
     Business,  the  ability  of ESPL to sell,  transfer,  convey and assign the
     Acquired  Assets and the Acquired  Business free and clear from all and any
     claims,  liens,  charges or  encumbrances  (except in  relation to the Hire
     Purchase  Agreement  referred to above)  whatsoever  as provided  herein or
     result in the assumption of any Liabilities by the Purchaser other than the
     Assumed Liabilities.

2.2  Manner of Payment

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


<PAGE>



                                   ARTICLE III
                                   COMPLETION

3.1  Completion

     Completion  hereunder  shall  take  place at the  offices of Counsel to the
     Purchaser,  Counsel  to ESPL or at such  place or places as the  parties to
     this Agreement may agree upon, on the Completion Date.

                                   ARTICLE IV
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER

Aremis  and the  Purchaser  hereby  represent  and  warrant  to VTI and  ESPL as
follows:

4.1  Organization

     Aremis is a corporation duly incorporated,  organised, validly existing and
     in good standing under the laws of its jurisdiction of  incorporation.  The
     Purchaser is a company duly  incorporated  and validly  existing  under the
     laws of Singapore,  and has the requisite  corporate power and authority to
     carry on its business as it is now being conducted.

4.2  Authority Relative to This Agreement

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

4.3  Absence of Breach; No Consents

     The  execution,  delivery  and  performance  of  this  Agreement,  and  the
     performance  by the  Purchaser  of its  obligations  hereunder  (except for
     compliance with any regulatory or licensing laws applicable to the business
     of the Purchaser, all of which, to the extent applicable to Purchaser, will
     be satisfied in all material  respects prior to Completion) do not,  except
     as disclosed in Schedule to Section  4.3, (1) conflict  with,  and will not
     result in a breach of, any of the provisions of the Memorandum and Articles
     of Association of the Purchaser;  (2) contravene any Singapore laws, or any
     order,  writ,  judgment,  injunction,   decree,  determination,   or  award
     affecting  or binding  upon Aremis  and/or any of its  Subsidiaries  or the
     Purchaser,  in such a  manner  as to  provide  a  basis  for  enjoining  or
     otherwise preventing consummation of the Transaction;  (3) conflict with or
     result in a breach of or  default  under  any  indenture  or loan or credit
     agreement or any other  agreement or  instrument to which Aremis and/or any
     of its  Subsidiaries  or the  Purchaser is a party,  in such a manner as to
     provide a basis of enjoining or otherwise  preventing  consummation  of the
     Transaction; or (4) require the authorization, consent, approval or license
     of any third  party of such

<PAGE>

     a nature  that the  failure to obtain  the same  would  provide a basis for
     enjoining or otherwise preventing consummation of the Transaction.

4.4  Brokers

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

                                    ARTICLE V
                 REPRESENTATIONS AND WARRANTIES OF VTI AND ESPL

VTI and ESPL,  jointly  and  severally  represent  and warrant to Aremis and the
Purchaser as follows:

5.1  Organization and Qualification

     VTI is a corporation duly incorporated, organised, validly existing, and in
     good standing under the laws of its jurisdiction of incorporation.  ESPL is
     a  company  duly  incorporated  and  validly  existing  under  the  laws of
     Singapore. ESPL has the requisite corporate power and authority to carry on
     the Acquired Business,  as it is now being conducted.  Each of VTI and ESPL
     is duly qualified as a foreign corporation,  to do business, and is in good
     standing,  in each jurisdiction where the character of the properties owned
     or  leased  by  it,  or  the  nature  of  its  activities,   is  such  that
     qualification as a foreign  corporation in that jurisdiction is required by
     law except where the failure to be so  qualified  would not  reasonably  be
     expected to have a material adverse effect on such Entity's business.

5.2  Authority Relative to This Agreement

     This Agreement has been duly and validly  executed and delivered by VTI and
     ESPL,  and  constitutes  a valid  and  binding  Agreement  of VTI and ESPL,
     enforceable  in  accordance  with its  terms.  Each of VTI and ESPL has all
     requisite corporate power and authority to enter into this Agreement and to
     carry out the Transaction  contemplated  hereby,  and its doing so has been
     duly and sufficiently  authorized,  subject only to governmental regulatory
     approvals  as and to the extent  specifically  set forth  elsewhere in this
     Agreement  and no other  corporate  proceedings  on the part of either  VTI
     and/or ESPL are necessary to approve and adopt this Agreement or to approve
     the consummation of the Transaction contemplated hereby.

5.3  Absence of Breach; No Consents

     The execution, delivery, and performance of this Agreement by VTI and ESPL,
     and  the  performance  by VTI  and  ESPL of  their  respective  obligations
     hereunder,  do not,  (1) except as  identified  in the  Schedule to Section
     5.3.1 of the Acquired Business Disclosure Document, conflict with or result
     in a breach of any of the  provisions of the Articles of  Incorporation  or
     Bylaws,  or Memorandum and Articles of Association,  as the case may be, of
     VTI or ESPL,  respectively;  (2) except as  identified  in the  Schedule to
     Section 5.3.2 of the Acquired Business Disclosure Document,  contravene any
     law, ordinance, rule or regulation in the respective jurisdictions in which
     they have been  incorporated,  or  contravene  any order,  writ,  judgment,
     injunction, decree, determination, or award of any court or other authority
     having  jurisdiction  over,  or cause the

<PAGE>

     suspension  or  revocation  of any  authorization,  consent,  approval,  or
     license, presently in effect, which affects or binds, VTI or ESPL or all or
     any part of the  Acquired  Business,  except  in any such case  where  such
     contravention,  suspension or revocation  will not have a material  adverse
     effect on the business,  condition (financial or otherwise),  operations or
     prospects  of the Acquired  Business  and will not have a material  adverse
     effect  on  the  validity  of  this  Agreement  or on the  validity  of the
     consummation of the  Transaction;  (3) except as identified in the Schedule
     to Section 5.3.3 of the Acquired  Business  Disclosure  Document,  conflict
     with or  result  in a  material  breach of or  default  under any  material
     indenture or loan or credit  agreement or any other agreement or instrument
     to which VTI or ESPL is a party or by which any of the material  properties
     of the Acquired Business may be affected or bound; (4) except as identified
     in the  Schedule  to  Section  5.3.4 of the  Acquired  Business  Disclosure
     Document,  require the authorization,  consent, approval, or license of any
     third  party,  except for those the  failure  of which to obtain  would not
     reasonably  be expected to have a material  adverse  effect on the Acquired
     Business  or the  Acquired  Assets;  or (5)  except  as  identified  in the
     Schedule to Section  5.3.5 of the  Acquired  Business  Disclosure  Document
     constitute grounds for the loss or suspension of any permits,  licenses, or
     other authorizations used in the Acquired Business.

5.4  Brokers

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

5.5  Financial Statements.

     ESPL has  heretofore  delivered to the Purchaser  the  Unaudited  Financial
     Statements of the Acquired Business.

     All of the historical financial statements contained in such documents were
     prepared  from the books  and  records  of ESPL.  The  Unaudited  Financial
     Statements  were prepared in accordance  with GAAP (as qualified in Section
     1.37 above). Without limiting the foregoing, as of the date of the Acquired
     Business  Balance  Sheet,  ESPL  owned  each  of  the  assets  included  in
     preparation of the Acquired  Business  Balance Sheet,  and the valuation of
     such assets in the Acquired  Business Balance Sheet is consistent with GAAP
     (as qualified in Section 1.37 above); and ESPL had no Liabilities  required
     to be included in the Acquired  Business  Balance Sheet in accordance  with
     GAAP (as  qualified in Section 1.37 above) for which the Acquired  Business
     or any part of the Acquired  Assets is  responsible  or liable,  other than
     those included in the Acquired  Business Balance Sheet, nor any Liabilities
     required  to  be  included  in  the  Acquired  Business  Balance  Sheet  in
     accordance  with GAAP (as  qualified  in Section  1.37 above) in amounts in
     excess of the amounts  included for them in the Acquired  Business  Balance
     Sheet.  From the date hereof through the Completion Date, VTI and ESPL will
     continue to prepare  financial  statements for the Acquired Business on the
     same basis that they have done so in the past,  will  promptly  deliver the
     same to the  Purchaser,  and agree  that from and after such  delivery  the
     foregoing representations will be applicable to each financial statement so
     prepared and delivered.


<PAGE>


5.6  Absence of  Material  Differences  From the  Acquired  Business  Disclosure
     Document

     Except  as  specifically  disclosed  in the  Acquired  Business  Disclosure
     Document in sections corresponding to the subsections below:

     (1)  No Undisclosed Liabilities

          ESPL has no Liabilities relating to or affecting the Acquired Business
          or the Acquired  Assets which are not, to the extent  required by GAAP
          (as qualified in Section 1.37 above), adequately reflected or reserved
          against on the face of the Acquired  Business  Balance  Sheet,  except
          Liabilities  incurred since the date of the Acquired  Business Balance
          Sheet in the ordinary course of business of the Acquired  Business and
          consistent  with past practice.  Without  limiting the foregoing,  (a)
          ESPL is not in any  default or in  breach,  in any  material  respect,
          under any contract, license, mortgage,  indenture, deed or permit held
          or  affecting  the  Acquired  Business,  (b)  there  are no  leasehold
          improvements currently due and owing at any of the Acquired Facilities
          for which the Acquired  Business is or will be responsible,  (c) there
          are no deferred rents due to lessors at or with respect to any of such
          Acquired Facilities, and (d) the Acquired Business Disclosure Document
          sets forth,  as a part  thereof,  each  Liability of or affecting  the
          Acquired  Business  or the  Acquired  Assets in an amount in excess of
          S$17,000  and  each  person  to  whom  the  aggregate  amount  of such
          Liabilities is in excess of S$17,000.

     (2)  No Material Adverse Change, Etc.

          Since the date of the Acquired  Business Balance Sheet,  other than as
          contemplated or caused by this Agreement, there has not been:

          (a)  any material adverse change in the business, condition (financial
               or otherwise), operations, or prospects of the Acquired Business;

          (b)  any damage,  destruction or loss, whether covered by insurance or
               not, having a material adverse effect on the business,  condition
               (financial or otherwise), operations or prospects of the Acquired
               Business,  or  materially  and  adversely  affecting the Acquired
               Assets;

          (c)  any  entry  into  or  termination  of  any  material  commitment,
               contract,   agreement  or  transaction   affecting  the  Acquired
               Business or the Acquired Assets (including,  without  limitation,
               any material  borrowing or capital  expenditure  or sale or other
               disposition  of any  material  asset or  assets)  other than this
               Agreement  and  agreements  executed  in the  ordinary  course of
               business;

          (d)  any  transfer  of or right  granted  under  any  material  lease,
               license,  agreement,  patent, trademark,  trade name or copyright
               included among the Acquired Assets;

          (e)  any sale or other  disposition of any of the Acquired Assets,  or
               any mortgage,  pledge,  charge or imposition of any lien or other
               encumbrance  on any  of the  Acquired  Assets,  or any  agreement
               relating  to any of the  foregoing,  other  than in the  ordinary
               course of business; or

<PAGE>

          (f)  any default or breach in any material respect under any contract,
               license  or  permit  held  by or for or  affecting  the  Acquired
               Business.

          Since  the  date of the  Acquired  Business  Balance  Sheet,  ESPL has
          conducted the Acquired Business only in the ordinary and usual course,
          and without  limiting the foregoing,  no changes have been made in (i)
          executive  compensation  levels,  or (ii) the  manner  in which  other
          employees  of ESPL are  compensated,  or (iii)  supplemental  benefits
          provided to any such  executives  or other  employees of ESPL, or (iv)
          inventory levels of the Acquired Business in relation to sales levels,
          except,  in any such case, in the ordinary  course of business and, in
          any event, without material adverse effect on the business,  condition
          (financial  or  otherwise),  operations,  or prospects of the Acquired
          Business.

     (3)  Taxation

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

     (4)  Compliance With Laws

          (a)  The Acquired  Business has been  conducted and operated,  and the
               Acquired  Assets have been used in  substantial  compliance  with
               all,  and ESPL has not  received any notice of any breach of any,
               laws  or  ordinances,   rules,  regulations  and  orders  of  all
               governmental and regulatory  entities for the time being in force
               and applicable to ESPL,  including without  limitation,  the laws
               and  regulations  relevant to the use or utilization of premises,
               or with respect to which compliance is a condition of engaging in
               any  aspect of the  Acquired  Business,  except to the extent the
               failure of which any of the foregoing to be true would not have a
               material adverse effect on the Acquired  Business or the Acquired
               Assets.

          (b)  The Acquired Business has all permits,  licenses,  zoning rights,
               and other  governmental  authorizations  necessary to conduct its
               business as presently conducted, except to the extent the failure
               of the Acquired  Business to have any of the foregoing  would not
               have a material  adverse  effect on the Acquired  Business or the
               Acquired Assets. All such permits,  licenses,  zoning rights, and
               other  governmental  authorizations  (if any) will, as a part and
               consequence of the Transactions,  be transferred to the Purchaser
               at Completion.

     (5)  Litigation

          (a)  No material  investigation,  review or enquiry by or on behalf of
               any governmental department, commission, board, bureau, agency or
               instrumentality  with respect to the Acquired  Business or any of
               the Acquired  Assets or the use thereof is to the best  knowledge
               of ESPL,  pending  or,  threatened  (other than  inspections  and

<PAGE>

               reviews  (if any),  customarily  made of  businesses  such as the
               Acquired   Business),   nor  has  any  governmental   department,
               commission, board, bureau, agency or instrumentality indicated an
               intention to conduct the same.

          (b)  There are no  actions,  suits or  proceedings  pending or, to the
               best of the  knowledge of ESPL,  threatened  against or affecting
               the Acquired  Business or any of the Acquired Assets at law or in
               equity, or before any governmental department, commission, board,
               bureau, agency or instrumentality.

     (6)  Employees

          (a)  There  are  no  collective  bargaining,  bonus,  profit  sharing,
               compensation,  or  other  plans,  agreements,  trusts,  funds  or
               arrangements  maintained  by VTI  or  ESPL  for  the  benefit  of
               directors,  officers  or  employees  of  ESPL  and  there  are no
               employment,    consulting,    severance,    or    indemnification
               arrangements  (except as provided in the  Memorandum and Articles
               of Association of ESPL), agreements or understandings between VTI
               or ESPL on the one hand,  and any  current  or former  directors,
               officers or other employees of ESPL, on the other hand.

          (b)  The Acquired Business  Disclosure Document identifies each person
               whose  annualized  income from ESPL,  on the date of the Acquired
               Business Balance Sheet, exceeded or would exceed on an annualized
               basis,  or  whose  income  from  ESPL in the  fiscal  year  begun
               immediately  thereafter  is at a rate  exceeding,  US$50,000  per
               annum.  ESPL is not, and following  Completion will not be, bound
               by any  express  or  implied  contract  or  agreement  to employ,
               directly  or as a  consultant  or  otherwise,  any person for any
               specific  period  of time or until  any  specific  age  except as
               specified in  agreements  in writing  identified  in the Acquired
               Business   Disclosure   Document  or  executed  pursuant  to  the
               provisions hereof.

     (7)  Ownership of Assets

          (a)  ESPL has (or as of  Completion  will have),  with  respect to the
               Acquired Assets, good, marketable and insurable title, and valid,
               effective and continuing leasehold rights (including licenses) in
               the case of leased or licensed property, to all real property (as
               to which, in the case of owned  property,  such title is freehold
               or in fee simple) and all personal property owned or leased by it
               and  comprising  a part of the  Acquired  Assets or the  Acquired
               Business,  or used by it in the conduct of the Acquired  Business
               in such a  manner  as to  create  the  reasonable  appearance  or
               reasonable  expectations  that the same is owned or leased by it;
               such ownership or leasehold rights are, or at Completion will be,
               free and clear from all and any claims, charges, and encumbrances
               (other than those  customarily  held by a lessor or licensor in a
               lease or license of real  property),  except  liens for taxes not
               yet due and minor  imperfections  of title and  encumbrances,  if
               any, which singularly or in the aggregate, are not substantial in
               amount  and do not  materially  detract  from  the  value  of the
               property subject thereto or materially impair the use thereof; no
               other  person  has  any   ownership  or  similar   right  in,  or
               contractual  or other  right to acquire any such right in, any of
               the Acquired Assets or the Acquired Business;  and such ownership
               or  leasehold  rights  will  be  conveyed  to  the  Purchaser  at
               Completion pursuant to the Transaction.

<PAGE>

          (b)  ESPL  does  not  know  of any  potential  action  by  any  party,
               governmental or other regulatory  entity, and no proceedings with
               respect  thereto have been  instituted  of which ESPL has notice,
               that would  materially  affect ESPL's  ability to use and utilise
               each of the  Acquired  Assets for the  purpose of carrying on the
               Acquired Business. ESPL has not received any default notices from
               any  mortgagee  regarding  any leased  properties of the Acquired
               Business or any leasehold  interests,  which comprise any part of
               the Acquired Assets.

          (c)  Section 1.1 and Section  5.6.12 (and the schedules to both of the
               sections) of the Acquired Business  Disclosure Document contain a
               reasonably detailed listing, as of the date specified therein, of
               all Acquired Assets including, but not limited to:

               (i)  accounts receivable as provided in Section 5.6 (12) below;

               (ii) miscellaneous current assets in excess of S$17,000;

               (iii)prepaid  expenses  in excess of S$17,000  (except  those not
                    related to the Acquired Assets or the Assumed Liabilities);

               (iv) Software Products; and

               (v)  buildings, improvements and leasehold improvements.

     (8)  Proprietary Rights, Software Products and Intellectual Property Rights

          Subject to the  qualifications  in the  Acquired  Business  Disclosure
          Document,

          (a)  ESPL  possesses  full  ownership of, or adequate and  enforceable
               exclusive  long-term  licenses or other  exclusive  rights to use
               (without  payment)  all  of  the  Proprietary  Rights,   Software
               Products  and  Intellectual   Property   Rights,   and  all  such
               ownership,  license  or other  rights  shall be  conveyed  to the
               Purchaser at Completion pursuant to the Transaction; and

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

     (9)  Trade Names

          The   Acquired   Business    Disclosure   Document   identifies   each
          trade/business  name or  other  similar  name  under  which  ESPL  has
          conducted  any part of the  Acquired  Business  or in  which  ESPL has
          utilized  any of  the  Acquired  Assets  during  the  five  (5)  years
          preceding the date of this Agreement.

<PAGE>

     (10) Subsidiaries, Etc.

          No  Subsidiary  of  ESPL,  directly  or  indirectly,  owns  any of the
          Acquired Assets or conducts any part of the Acquired Business. ESPL is
          not a partner of or joint  venturer with any other person or Entity in
          relation to any of the Acquired  Assets or any portion of the Acquired
          Business.


     (11) Facilities

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

          (b)  None of such Acquired Facilities, vehicles or other equipment are
               in need of maintenance  or repairs  except for ordinary,  routine
               maintenance and repairs (normal wear and tear excepted) which are
               not  material  in  nature  or cost.  ESPL is not in any  material
               breach,  violation or default of any lease affecting the Acquired
               Business or the  Acquired  Assets with respect to, or as a result
               of which, the other party, whether lessor, lessee,  sublessor, or
               sublessee  thereto,  has the right to terminate the same and ESPL
               has not received notice of any claim or assertion that ESPL is or
               may be in any such breach, violation or default.

     (12) Accounts Receivable

          All accounts  receivable of ESPL,  reflected in the Acquired  Business
          Balance  Sheet  represent  transactions  in  the  ordinary  course  of
          business,  and are  collectible,  net of any reserves.  As of the date
          specified   therein,   the  Acquired  Business   Disclosure   Document
          specifically  identifies  (a)  the  aging  of  Receivables,  (b)  each
          Receivable in excess of S$17,000,  (c) each Receivable in an amount in
          excess of  S$17,000  that is more than 90 days past due,  and (d) each
          Receivable  from a person or Entity  from whom the  aggregate  of such
          Receivables exceeds S$17,000.

     (13) Inventories

          All Inventories of ESPL,  that are reflected in the Acquired  Business
          Balance Sheet,  are of quality and quantity usable and saleable in the
          ordinary  course of business  except for  obsolete  items and items of
          below-standard quality, all of which, in the aggregate, are immaterial
          in amount.  Items  included in ESPL's  Inventories  are carried in the
          books of ESPL, and are valued on the Acquired  Business  Balance Sheet
          consistent with GAAP (as qualified in Section 1.37 above).

     (14) Contracts

          The Acquired Assets and the Acquired  Business are not affected by any
          contracts,  agreements or understandings,  whether express or implied,
          written or verbal, provided,

<PAGE>

          however,  that the  Acquired  Assets or the  Acquired  Business may be
          affected by, and the Acquired  Business  Disclosure  Document need not
          identify, any such contracts,  agreements, or understandings that fall
          into one of the following categories:

          (a)  those that are terminable on notice of less than  thirty-two (32)
               days and do not  involve  payments  or  obligations  of more than
               S$17,000  in any  period  of  thirty-one  (31)  days or less  (on
               termination or otherwise); or

          (b)  those that  involve  aggregate  payment or  obligation  remaining
               unpaid as of the date of this Agreement of less than S$17,000.

          All items excluded in (b) above represent, in the aggregate, less than
          S$170,000.  Neither VTI nor ESPL is a party to any executory  contract
          to sell or transfer any part of any leasehold interest included in the
          Acquired  Assets  or  utilised  by the  Acquired  Business.  True  and
          accurate  copies of all leases of properties  included in the Acquired
          Assets or utilized by the Acquired Business, including all amendments,
          supplements,  extensions and  modifications  thereof,  have heretofore
          been delivered to the Purchaser by ESPL.

     (15) Accounts Payable

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

     (16) Labor Matters

          To the best of the  knowledge  of ESPL,  there  are no  activities  or
          controversies,  including  without  limitation,  any labour organizing
          activities, election petitions or proceedings, proceedings preparatory
          thereto, unfair labour practice complaints,  labour strikes, disputes,
          slowdowns,  or work stoppages,  pending or, threatened,  affecting the
          employees of ESPL.

     (17) Title to and  Utilization  of Real  Properties  and Leasehold  Estates

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


<PAGE>

          ESPL is not subject to any Liability  resulting from or related to any
          such wastes,  substances or  contaminants  in connection with any such
          property.

     (18) Complete list of Agreements

          (a)  The  Schedule  to  Section  1.1(iii)  of  the  Acquired  Business
               Disclosure  Document contains the full,  complete and entire list
               of  all  existing  agreements  entered  into  or  serviced  by or
               assigned or transferred to ESPL related to the Acquired Business,
               and  forming  part  of the  Acquired  Assets,  including  without
               limitation,  all  agreements  relating  to  leased  property  and
               agreements whereby ESPL has or has been granted  distributorship,
               marketing or licensing  rights or provides any services  relating
               to Software  Products,  including  without  limitation,  Squirrel
               Software  Products and  Senercom  Software  Products,  other than
               those not required to be identified pursuant to Section 5.6(14).

          (b)  Notwithstanding Section 5.6(18)(a) above, in addition and without
               prejudice  to all and any rights or remedies  available to Aremis
               and the  Purchaser in respect of  misrepresentation  or breach of
               any  representation  or  warranty of VTI and ESPL set out in this
               Agreement,  if at any time before or after  Completion,  it shall
               come to the attention of VTI, ESPL, Aremis or the Purchaser (each
               a "Discovering  Party") that there are other existing  agreements
               related to the Acquired Business, which should have been included
               in the  Schedule  to Section 1.1 (iii) of the  Acquired  Business
               Disclosure  Document,  then the Discovering  Party shall promptly
               notify the other  parties  of such  fact,  and VTI and ESPL shall
               forthwith use commercially  reasonable  efforts to do and execute
               all  such  documents,  acts  and  things  as  the  Purchaser  may
               reasonably request for the purpose of effectively  vesting in the
               Purchaser  the full  benefit  of such  agreements,  at no further
               consideration  or  other  charge  to  the  Purchaser.  Where  the
               consent,  authorisation  or waiver of any third party is required
               for such purpose,  and such consent,  authorisation  or waiver is
               not obtained,  than the Purchaser shall be entitled to act as the
               agent and attorney of ESPL in order to obtain for itself the full
               benefits  of such  agreements  in the  manner  and to the  extent
               provided for in the letter  executed by Aremis and VTI dated 22nd
               November,  2000,  the terms of which are  incorporated  herein by
               reference.

5.7  Full Disclosure

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

5.8  Actions Since Balance Sheet Date

     Except as set forth on the Acquired Business Disclosure Document, since the
     date of the Acquired  Business  Balance Sheet,  VTI and ESPL have not taken
     any actions that would be prohibited under the provisions of this Agreement
     (without the prior written consent of the Purchaser) after the date of this
     Agreement.

<PAGE>

                                   ARTICLE VI
                      COVENANTS OF AREMIS AND THE PURCHASER

6.1  Affirmative Covenants

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

6.2  Cooperation

     Aremis and the Purchaser shall reasonably  cooperate with VTI and ESPL, and
     their respective  counsel,  accountants and agents in every way in carrying
     out the  Transactions  contemplated  herein and in delivering all documents
     and instruments deemed reasonably necessary or useful by ESPL.

6.3  Costs

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

6.4  Publicity

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

6.5  Offers of Employment

     (1)  The  transfer  of the  employment  of the  employees  of ESPL  who are
          governed by the Singapore  Employment Act, Chapter 91 (the "Employment
          Act")  (the  "Employees")  shall be  governed  by  Section  18A of the
          Employment Act and ESPL and the Purchaser shall each comply with their
          respective obligations under the said Section 18A.

     (2)  In the case of any employees of ESPL falling outside the provisions of
          the Employment Act (the "Executive  Employees"),  ESPL shall terminate
          the  employment of the Executive  Employees with effect from the close
          of  business on  Completion  Date and the  Purchaser  shall offer them
          employment  with  effect  from  the  date  immediately  following  the
          Completion Date, on the basis that:

<PAGE>

          (a)  the  Purchaser's  offer of employment  shall be on the same terms
               and conditions  including but not limited to salary levels, leave
               entitlement  and all other  benefits  as  applied to each of such
               Executive  Employees under the employment  contract  between them
               and ESPL;

          (b)  in computing the period of employment (including  calculations of
               annual  bonuses,  leave  entitlement  and other  benefits) by the
               Purchaser  of  each  such  Executive  Employee  who  accepts  the
               Purchaser's  offer of  employment,  the period of such  Executive
               Employee's  employment  with ESPL and the benefits  including but
               not  limited  to the leave  entitlement  of each  such  Executive
               Employee respectively shall be included; and

          (c)  such Executive  Employees shall not suffer any loss in seniority,
               leave  allowance or other benefits in their  employment  with the
               Purchaser.

          In the event that any Executive Employee shall decline the Purchaser's
          offer  of  employment,   all  claims,  demands,  costs  and  expenses,
          including redundancy, long service and other payments payable (if any)
          shall be borne by ESPL.  ESPL shall use its best  efforts to  persuade
          the Executive Employees to accept the Purchaser's offer of employment.

     (3)  ESPL  shall  perform  and  discharge  all  its  obligations  up to the
          Completion  Date  in  respect  of  all  the  Employees  and  Executive
          Employees  for its own  account up to and  including  Completion  Date
          including,  without limitation,  discharging all wages and salaries of
          the Employees and Executive Employees and all other costs and expenses
          related to their  employment.  Subject to the provisions of Article X,
          VTI and ESPL  shall  fully  indemnify,  defend and hold  harmless  the
          Purchaser and its officers,  directors,  employees and agents from and
          against any and all losses incurred as a result of claims,  actions or
          proceedings brought by any Executive Employee against the Purchaser or
          any of its officers, directors, employees or agents as a result of any
          act or omission of ESPL on or prior to the Completion Date.

6.6  Cooperation

     Purchaser acknowledges that post-Completion,  ESPL intends to be dissolved,
     its assets  liquidated  and its affairs  wound up. Aremis and the Purchaser
     shall reasonably  cooperate with VTI and ESPL and their respective counsel,
     accountants,  agents and representatives in every way in that regard and in
     executing and delivering all documents and  instruments  deemed  reasonably
     necessary  or useful by VTI or ESPL in that  regard.  Without  limiting the
     generality  of the  foregoing,  the  Purchaser  shall allow and cause those
     employees  of ESPL  who are  currently  officers  of  ESPL  and who  become
     employed by the Purchaser in connection  with the  Transaction to remain as
     officers of ESPL, without  compensation,  and shall cause such employees to
     execute and  deliver,  on behalf of ESPL,  the  documents  and  instruments
     contemplated in the immediately preceding sentence and to otherwise further
     the dissolution,  liquidation and winding up of ESPL, as directed by VTI or
     ESPL.  VTI  shall  reimburse  the  Purchaser  for any  and  all  reasonable
     out-of-pocket  expenses  which it incurs  and pays in  connection  with its


<PAGE>

     duties and obligations under this Section 6.6 but VTI shall not be required
     to  reimburse  the  Purchaser  for  the  time  spent  by its  employees  in
     furtherance  of such duties and  obligations.  The Purchaser  shall use its
     best  efforts to retain,  and on request,  shall  provide VTI and ESPL with
     access to or copies of, all documents  which VTI and/or ESPL may reasonably
     request in connection with the  dissolution,  liquidation and winding up of
     ESPL or in  preparing  and filing  any and all tax  returns  and  financial
     statements for any periods ending on or prior to 31st December, 2000, or in
     connection with any audit activities in respect of any periods ending on or
     prior to 31st December, 2000.


                                   ARTICLE VII
                            COVENANTS OF VTI AND ESPL

7.1  Affirmative Covenants

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

7.2  Non-Competition Agreement

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

7.3  Access and Information

     Subject  to  the  terms  and  conditions  of the  existing  confidentiality
     agreement  between  VTI and Aremis (the terms and  conditions  of which are
     incorporated  herein by reference),  between the date of this Agreement and
     the  Completion  Date,  ESPL  shall  afford  to  the  Purchaser  and to the
     Purchaser's  accountants,  counsel,  and other  representatives  reasonable
     access  during  normal  business  hours  throughout  the  period  prior  to
     Completion to all of their and their respective  Subsidiaries'  properties,
     books, contracts,  commitments, records (including, but not limited to, tax
     returns),  and  personnel  relating to the Acquired  Assets or the Acquired
     Business and, during such period,  shall furnish  promptly to the Purchaser
     (1) all written  communications  to its  directors  or to its  shareholders
     generally  relating to the Acquired  Assets or the Acquired  Business,  (2)
     internal monthly financial  statements of the Acquired Business when and as
     available, and (3) all other information relating to the Acquired Assets or
     the Acquired  Business as the  Purchaser  may  reasonably  request,  but no
     investigation pursuant to this Section 7.3 shall affect any representations
     or warranties of VTI or ESPL, or the  conditions to the  obligations of the
     Purchaser  to  consummate  the  Transaction  contained  in this  Agreement.
     Purchaser  and its  representatives  shall use their best efforts to assert
     their rights hereunder in such manner as to minimize  interference with the
     business of VTI and ESPL.

7.4  No Solicitation

     Until  the  Completion  Date  or  the  termination  of  this  Agreement  in
     accordance  with its terms,  VTI, ESPL and those acting on behalf of either
     of them will not,  and VTI and ESPL will each use its best efforts to cause
     its  officers,   employees,  agents,  and  representatives  (including  any
     investment banker) to not, directly or indirectly,  solicit,  encourage, or
     initiate any  discussions  with,  or negotiate or otherwise  deal with,  or

<PAGE>

     provide any  information  to, any person or Entity other than the Purchaser
     and its officers, employees, and agents, in relation to the Acquired Assets
     or  the  Acquired  Business.   VTI  and  ESPL  will  notify  the  Purchaser
     immediately upon receipt of an inquiry,  offer or proposal  relating to any
     of  the  foregoing.   None  of  the  foregoing  shall  prohibit   providing
     information  to others in a manner in keeping with the ordinary  conduct of
     the Acquired Business, or providing information to government authorities.

7.5  Conduct of Business Pending The Transactions

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

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

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

     (3)  They shall not:

          (a)  adopt,   enter  into,  or  amend  any  bonus,   profit   sharing,
               compensation,   stock  option,  warrant,   pension,   retirement,
               deferred compensation,  employment,  severance,  termination,  or
               other employee benefit schemes, plans, agreements,  trusts, funds
               or  arrangements  for the benefit or welfare of any  employees of
               the Acquired Business; or

          (b)  agree to any material (in  relation to  historical  compensation)
               increase in the compensation  payable or to become payable to, or
               any increase in the  contractual  term of employment of, any such
               employee  except,  with respect to employees who are not officers
               or directors,  in the ordinary  course of business and consistent
               with past practice.

     (4)  They shall not sell, lease, charge,  mortgage,  encumber, or otherwise
          dispose of or grant any interest in any of the Acquired  Assets except
          for sales,  encumbrances  and other  dispositions or grants thereof in
          the  ordinary  course  of  business  of  the  Acquired   Business  and
          consistent  with past  practice and except for liens for taxes not yet


<PAGE>

          due or liens  and  encumbrances  that are not  material  in  amount or
          effect and do not impair the use of the property,  or as  specifically
          provided for or permitted in this Agreement.

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

     (6)  They shall not enter into any agreement, commitment, or understanding,
          whether in writing or  otherwise,  with  respect to any of the matters
          referred to in subparagraphs (1) through (5) above.

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

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

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

7.7  Cooperation

     VTI  and  ESPL  shall  reasonably  cooperate  with  the  Purchaser  and the
     Purchaser's  counsel,  accountants  and agents in every way in carrying out
     the Transactions  contemplated  herein, and in executing and delivering all
     documents  and  instruments  deemed  reasonably  necessary or useful by the
     Purchaser.

7.8  Costs

     Whether  or not the  Transaction  is  consummated,  all costs and  expenses
     incurred  by VTI and  ESPL  in  connection  with  the  preparation  of this
     Agreement and in the preparation for the Transaction and in connection with
     Completion of the Transaction  contemplated hereby shall be paid by VTI and
     ESPL, as the case may be.



<PAGE>


7.9  Publicity

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

7.10 Updating the Exhibits and Disclosure Documents

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

7.11 Payment of Unassumed Liabilities

     ESPL agrees to promptly pay when due, or otherwise to discharge,  up to and
     including the  Completion  Date,  without cost or expense to the Purchaser,
     each and every  Liability of ESPL relating to the Acquired  Business  other
     than the Assumed Liabilities.

                                  ARTICLE VIII
                            CONDITIONS TO COMPLETION

8.1  Conditions to Obligations of the Purchaser

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

     (1)  This  Agreement  and the  Transaction  contemplated  hereby shall have
          received those approvals, consents,  authorizations,  and waivers from
          governmental  and other  regulatory  agencies and other third  parties
          (including  lenders,  those  holders of debt  securities  and lessors)
          identified in the Schedule to Section  5.3.4 of the Acquired  Business
          Disclosure  Document,  including  the  expiration  of  any  applicable
          waiting period under any applicable laws.

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

     (3)  VTI and ESPL shall have  performed  in all material  respects  each of
          their  agreements  and  obligations  contained in this  Agreement  and

<PAGE>

          required  to be  performed  on or prior to  Completion  and shall have
          complied with all material requirements,  rules and regulations of all
          regulatory   authorities   having   jurisdiction   relating   to   the
          Transaction.

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

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

     (6)  The  Purchaser  shall have  received  from ESPL, a written  statement,
          executed by a director of ESPL,  dated the Completion  Date, as to the
          satisfaction  of the conditions in paragraphs  (3), (4), and (5) above
          and  including,  as  exhibits,  copies  of all  authorizing  board  of
          directors resolutions and, where necessary,  shareholder  resolutions,
          and true and complete current copies of ESPL's Memorandum and Articles
          of Association.

     (7)  The  Purchaser  shall have  received  from ESPL such  documents,  in a
          reasonably  satisfactory  form and  substance to the  Purchaser and to
          Counsel to the Purchaser, sufficient to transfer title to the Acquired
          Assets to the Purchaser.

     (8)  VTI  and  ESPL  will  use  commercially  reasonable  efforts  to  make
          available to the Purchaser  prior to  Completion an updated  unaudited
          balance sheet and income statement with related notes and schedules as
          of the end of the month  immediately  prior to the Completion Date. If
          those  updated  financial  statements  are produced,  they shall,  for
          purposes  of  the  definition  of  "Unaudited  Financial  Statements,"
          replace and supersede  the balance sheet as at 31st October,  2000 and
          the income statement for the period ended 31st October, 2000, in their
          entirety, for all purposes relevant to this Agreement.

8.2  Conditions to Obligations of VTI and ESPL

     The obligation of VTI and ESPL to effect the  Transaction  shall be subject
     to the  fulfillment at or prior to Completion of the following  conditions,
     unless VTI and ESPL shall waive such fulfillment:

     (1)  This  Agreement  and the  Transaction  contemplated  hereby shall have
          received those approvals, consents,  authorizations,  and waivers from
          governmental  and other  regulatory  agencies and other third  parties
          (including lenders,  those holders of debt securities and lessors), as
          identified  on  the  attached  Schedule  8.2(1),  required  by  law to
          consummate the Transaction, including the expiration of any applicable
          waiting period under any applicable laws.

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

<PAGE>

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

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

     (5)  ESPL shall have received from the Purchaser, an officer's certificate,
          executed by a director of the Purchaser, dated the Completion Date, as
          to the  satisfaction of the conditions in paragraphs (3) and (4) above
          and  including,  as  exhibits,  copies  of all  authorizing  board  of
          directors resolutions,  and where necessary,  shareholder resolutions,
          and true  and  complete  copies  of its  Memorandum  and  Articles  of
          Association.

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

                                   ARTICLE IX
                         TERMINATION, AMENDMENT, WAIVER

9.1  Termination

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

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

     (2)  By Aremis, the Purchaser, VTI or ESPL upon the material breach of this
          Agreement by the other; or

     (3)  By either  Aremis  and the  Purchaser  or VTI and ESPL,  upon  written
          notice to the other, if the conditions to such party's  obligations to
          consummate the Transaction,  in the case of Purchaser,  as provided in
          Section 8.1, or, in the case of VTI, and ESPL,  as provided in Section
          8.2,  were  not,  or  cannot  reasonably  be,  satisfied  on or before
          December 29,  20000,  unless the failure of condition is the result of
          the  material  breach  of  this  Agreement  by the  party  seeking  to
          terminate this Agreement.


<PAGE>


9.2  Amendment

     This  Agreement may be amended by Aremis,  the  Purchaser,  VTI and ESPL by
     action taken at any time.  This  Agreement may not be amended  except by an
     instrument in writing signed on behalf of Aremis,  the  Purchaser,  VTI and
     ESPL.

9.3  Waiver

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

9.4  Relief

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

                                    ARTICLE X
                                    INDEMNITY

10.1 Indemnification of Purchaser

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

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

     (2)  any  breach or  failure  of VTI or ESPL to  perform  any  covenant  or
          agreement  required to be  performed  by VTI or ESPL  pursuant to this
          Agreement  or  any  of  the  Attendant  Documents  including,  without
          limitation,  ESPL's obligations to pay the unassumed Liabilities under
          Section 7.11 above; or

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

<PAGE>

10.2 Indemnification of VTI, and ESPL

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

     (1)  any   inaccuracy   or   misrepresentation   in,   or   breach  of  any
          representation or warranty of Aremis and/or the Purchaser contained in
          this Agreement,  any of the Attendant Documents or any other document,
          certificate,  appendix,  schedule,  list or  other  instruments  to be
          furnished by Aremis  and/or the  Purchaser to VTI or ESPL  pursuant to
          this Agreement or any of the Attendant Documents;

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

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

10.3 Remedies Not Exclusive

     The Purchaser  Parties and the Seller Parties shall be entitled to exercise
     and resort to all rights and  remedies for  misrepresentation  or breach as
     are  afforded  at  law  or  in  equity,   including,   without  limitation,
     rescission,  specific performance,  or such other non-monetary remedies and
     relief as may be afforded  under this  Agreement or by a court of competent
     jurisdiction. Neither the existence or exercise of any specific remedies is
     intended to be  exclusive or impair or  otherwise  adversely  affect in any
     manner whatsoever any rights,  remedies or relief otherwise available,  and
     each and every right and remedy will be cumulative and in addition to every
     other   right  and  remedy   provided   in  this   Agreement   or  by  law.
     Notwithstanding  the  foregoing,  other  than  actions  for  fraud or other
     intentional  torts,  the remedies set forth in this Article 10 shall be the
     Purchaser  Parties' and the Seller  Parties'  sole and  exclusive  remedies
     relative to the recovery of economic or monetary damages.

10.4 Procedures

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

<PAGE>

          shall have the right,  at its option and expense,  to defend  against,
          negotiate, or settle any such claim or demand, and if the indemnifying
          party  exercises  that  option,  the  indemnifying  party shall not be
          liable  for  the  fees  and  expenses  incurred  after  the  date  the
          indemnifying  party notifies the indemnified party of such exercise by
          a counsel employed by the indemnified party. An indemnifying party may
          not settle any such claim or demand without the written consent (which
          consent shall not be unreasonably withheld, conditioned or delayed) of
          the indemnified  party unless such settlement  requires no more than a
          monetary payment for which the indemnified  party is fully indemnified
          or involves other matters not binding upon the  indemnified  party. An
          indemnifying  party shall not be liable for any settlement of any such
          claim or demand  effected  without its prior  written  consent  (which
          consent shall not be unreasonably  withheld,  conditioned or delayed).
          In the event that the indemnifying  party shall fail to respond within
          seven (7) days after the giving of the  Notice,  then the  indemnified
          party may retain counsel and conduct the defense thereof as it may, in
          its sole discretion,  deem proper, at the sole cost and expense of the
          indemnifying  party.  The parties  agree to cooperate  fully with each
          other in connection with the defense, negotiation or settlement of any
          such legal proceeding, claim or demand.

10.5 Cooperation

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


<PAGE>


10.6 Application of Indemnification Provisions

     The  parties  agree  that the above  indemnification  provisions  and those
     contained in Sections  10.6,  10.7,  10.8 and 10.9 of the Master  Agreement
     shall apply to this Agreement in the manner and subject to the  limitations
     contained  in  Section  10.10 of the  Master  Agreement,  which  Section is
     incorporated herein by reference.

                                   ARTICLE XI
                               GENERAL PROVISIONS

11.1 Collection of Accounts Receivable.

     Upon and after Completion, the Purchaser shall have the right and authority
     to collect all  Receivables  transferred to the Purchaser  pursuant to this
     Agreement  and to  endorse  the  name of ESPL on any  cheques  received  on
     account of any such  Receivables.  VTI and ESPL shall promptly transfer and
     deliver to the Purchaser any cash, cheques or other property which VTI, and
     ESPL may receive in respect of such accounts after the Completion Date. VTI
     and ESPL will cooperate with the Purchaser,  at its reasonable  request, on
     and after the Completion  Date in  endeavoring  to collect all  Receivables
     transferred  to the  Purchaser  by  furnishing,  at  Purchaser's  cost  and
     expense, such information,  testimony and other assistance as the Purchaser
     may  reasonably  require in connection  with  collection of such  accounts.
     Payments  received from  customers in respect of any  Receivables  shall be
     applied to the oldest  outstanding  Receivable  from such customer,  unless
     such customer,  acting on its own volition,  specifically  identifies  such
     payment to a particular  Receivable,  in which case such  payment  shall be
     applied  to the  specified  Receivable.  Aremis  and the  Purchaser  hereby
     jointly  and  severally  agree  not  to  coerce  or  suggest,  directly  or
     indirectly, in any way, to any customer that they identify any payment to a
     particular Receivable, and in the event of any such coercion or suggestion,
     Aremis shall  procure the  Purchaser,  and the  Purchaser  agrees to make a
     credit to ESPL, for any  Receivables  put to VTI or ESPL as provided below,
     in an  amount  equal to five  times  the  amount  of that  Receivable.  The
     Purchaser  shall  use  commercially   reasonable  efforts  to  collect  the
     Receivables  (but shall not be  obligated  hereunder to bring any action to
     collect any Receivables) but if it shall fail to collect the full amount of
     any such  Receivable  within  180  days  after  the  Completion  Date,  the
     Purchaser  shall,  subject to the provisions  contained in Section 10.10 of
     the Master Agreement relating to the putting back of Receivables,  have the
     right to put such  Receivable  to VTI or  ESPL,  whereupon  VTI or ESPL (as
     applicable) shall repurchase such Receivable from the Purchaser at the face
     amount thereof.  Any such put right must be exercised on or before 360 days
     after the  Completion  Date  unless  extended  in  writing  by VTI or ESPL.
     Notwithstanding  the foregoing,  the Purchaser  shall not have the right to
     put to VTI or ESPL (as applicable)  any Receivable  which the Purchaser has
     compromised  or settled  or agreed to accept  payment at less than the face
     amount thereof in full satisfaction  thereof or otherwise given a credit in
     respect  thereof.  Upon a put of a receivable to VTI or ESPL, the Purchaser
     will cooperate with VTI or ESPL, at its reasonable  request, in endeavoring
     to collect  all  Receivables  put to VTI or ESPL by  furnishing,  at VTI or
     ESPL's cost and expense,  such information,  testimony and other assistance
     as VTI or ESPL may reasonably require in connection with collection of such
     accounts.

11.2 Arbitration

     In the event that there  shall be a dispute  arising  out of or relating to
     this  Agreement,  the  Transaction,  any  document  referred  to  herein or


<PAGE>

     centrally  related to the subject matter  hereof,  or the subject matter of
     any of the same,  the parties agree that such dispute shall be submitted to
     binding arbitration in Los Angeles County, California, the United States of
     America,  under the auspices of, and pursuant to the rules of, the American
     Arbitration  Association  as then in effect  (which rules are  incorporated
     herein by reference),  or such other procedures as the parties may agree to
     at the time,  before an arbitrator to be selected  pursuant to the rules of
     the American Arbitration Association.  Any award issued as a result of such
     arbitration  shall be final and binding  between the parties,  and shall be
     enforceable  by any court having  jurisdiction  over the party against whom
     enforcement is sought.

11.3 Notices

     All notices and other communications  required or permitted hereunder shall
     be in writing and shall be deemed given if and when delivered personally or
     three (3) business  days for local  addresses or ten (10) business days for
     overseas  addresses  following  mailing by  registered  or  certified  mail
     (return receipt requested) to the parties at the following  addresses or at
     such other address for a party as shall be specified by like notice given.

     If   to the Purchaser:

     LatinAmerica One Pte Ltd (or its new name as notified by the  Purchaser  to
                                the other parties)
     c/o  Messrs Allen & Gledhill (Attention: Ms Melissa Teo/Mr Sellakumaran)
     36   Robinson Road
     #18-01 City House
     Singapore 068877

     with a required copy to :

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

     If   to VTI:

     Verso Technologies, Inc.
     400  Galleria, Suite 300
     Atlanta, GA 30339
     Attn: William P. O'Reilly, Chairman

     with a required copy to:

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

<PAGE>

     If to ESPL:

     Eltrax Systems Pte Ltd
     64   Tras Street
     Sulcus House
     Singapore 079003
     Attention : Mr Mohamed Rafi
                 Mr John Dagg

11.4 Interpretation

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

11.5 Survival of Representations, Warranties, Etc.

     The representations,  warranties,  covenants, and agreements of the parties
     contained  herein shall survive  Completion  and any  investigation  of the
     other party made prior thereto.  Representations  and  warranties  shall so
     survive for a period of three (3) years from  Completion,  except for those
     contained in Sections  4.1,  4.2,  4.3,  5.1,  5.2,  5.3 and the  indemnity
     provisions in Section 10, which shall survive  indefinitely,  and for those
     contained in Section 5.5 which shall survive until 31st March 2001.

11.6 Entire Agreement

     This  Agreement and the existing  confidentiality  agreement  referenced in
     Section 7.3 constitute the entire agreement and supersedes all of the prior
     agreements,  understandings,  both  written and oral,  between the parties,
     with respect to the subject matter hereof,  except as specifically provided
     otherwise  or  referred  to herein,  so that no such  external  or separate
     agreements  relating to the subject matter of this Agreement shall have any
     effect or be binding,  unless the same is referred to  specifically in this
     Agreement  or is  executed  by the  parties  after  the date  hereof.  This
     Agreement  is not  intended  to confer  upon any  person who is not a party
     hereto,  any rights or remedies.  This  Agreement  shall not be assigned or
     transferred  whether by  operation  of law or otherwise by any party except
     that all or any  part of the  rights  of the  Purchaser  hereunder,  may be
     freely  assigned  by  the  Purchaser  so  long  as the  obligations  of the
     Purchaser under this Agreement remain  obligations of, or their performance
     is unconditionally  guaranteed by, the Purchaser (which must be a guarantee
     of performance, and not just collection, with no duty on the part of VTI or
     ESPL to pursue the assignee first,  and which guarantee must be approved by
     VTI in advance,  which approval will not be unreasonably  withheld).  It is
     acknowledged  and  understood by VTI and ESPL that the Purchaser may assign
     its rights, but not its obligations,  hereunder,  after execution and prior
     to  Completion,   to  one  or  more   wholly-owned   (direct  or  indirect)
     Subsidiaries of the Purchaser.

11.7 Stamp Duties

     The  Purchaser  shall bear all stamp duties (if any) payable in  connection
     with and incidental to this Agreement.

<PAGE>

11.8 Goods and Services Tax

     The  parties  shall  use all  reasonable  endeavours  to  procure  that the
     Transaction is deemed to be a transfer of a business as a going concern for
     the purposes of Section 34 of the Goods and  Services  Tax Act (Cap.  117A)
     and Goods and Services Tax Act (Excluded Transactions) Order 1994.

11.9 Governing Law and Jurisdiction

     This Agreement shall be governed by, and construed in accordance  with, the
     laws of Singapore.

11.10 Execution in Counterparts.

     This Agreement may be executed in two or more  counterparts  which together
     shall  constitute a single  agreement and facsimile  signatures  shall have
     equal dignity with original signatures for all purposes.

 IN WITNESS WHEREOF, the undersigned have caused this Agreement for the Purchase
and Sale of  Assets  to be  signed  on  December  19,  2000 by their  respective
officers thereunto duly authorized.

AremisSoft Corporation:


By:
     Roys Poyiadjis, CEO


The Purchaser:

Latin America One Pte Ltd


By:
     Scott E. Bartel, Director


By:
     Mohamed Rafi, Director


VTI:

Verso Technologies, Inc.:


By:
     Juliet M. Reising , Executive Vice-President



ESPL:

Eltrax Systems Pte Ltd


By:
    [Name]