<PAGE>

                                                                     EXHIBIT 2.4

                         SALE AND ASSIGNMENT AGREEMENT

This SALE AND ASSIGNMENT AGREEMENT (hereinafter referred to as "the Agreement")
is made and entered into as of January 27, 2000, by and between MARK
SAVORETTI ("Seller"), an individual resident of the State of Florida, and
SPARTAN CAPITAL MANAGEMENT, INC. ("Buyer") a Delaware corporation.

                               R E C I T A L S:

     A.    WHEREAS, Seller has good and clear title in and to certain tangible
and intangible personal and intellectual property (the "Assets") by virtue of
the following set of circumstances:

     (i)   As of January 29, 1997, Applied Information Systems, Inc., a Montana
           corporation, ("AIS") was in default under certain payment obligations
           owed to Seller, which obligations were secured by a first-position
           security interest in certain tangible and intangible personal and
           intellectual property (the "Assets") which Seller held as a secured
           creditor of AIS;

     (ii)  Seller subsequently acquired all rights, title and interest in and to
           the Assets through strict foreclosure pursuant to M.C.A. (S)
           30-9-505(2)(a);

     (iii) Seller subsequently entered into an Asset Sale and Purchase Agreement
           dated April 14, 1997, wherein Seller agreed to sell, transfer and
           convey the Assets to Orbit Network, Inc., a Delaware corporation
           ("Orbit Network");

     (iv)  Pursuant to the Asset Sale and Purchase Agreement, and as a material
           part of the purchase price of the Assets, Orbit Network executed and
           delivered to Seller a Promissory Note dated April 14, 1997, in the
           principle sum of $771,000, and further granted Seller a purchase
           money security interest in the Assets by executing a Security
           Agreement;

     (v)   Seller duly perfected Seller's purchase money security interest in
           the Assets by filing the Financing Statements in the offices of the
           Montana Secretary of State and California Secretary of State;

     (vi)  On November 5, 1998, Seller filed an action in Federal District Court
           for the District of Montana seeking to foreclose Seller's security
           interest in the Assets (the "Civil Action") pursuant to M.C.A.(S)
           30-9-101, et seq.;

     (vii) As of the date set forth above, the Civil Action is proceeding
           towards a stipulated Judgment entered in favor of Seller, which
           grants Seller full title and possession in and to the Assets (the
           "Foreclosure Judgment");

     B.    WHEREAS, Seller now desires to sell and deliver the all of his right,
title and interest in and to the Assets to the Buyer, and Buyer desires to
acquire, accept, and receive the Assets from Seller for use in Buyer's future
business operations, all upon the


<PAGE>

terms and conditions set forth herein,.

     NOW, THEREFORE, for good and valuable consideration, the receipt of which
is hereby acknowledged, and in consideration of the mutual covenants and
agreements contained herein, the Parties hereby agree as follows:

                              A G R E E M E N T S:
                              --------------------

1.   Sale of Assets: In consideration of the mutual covenants, representations,
     --------------
     and obligations contained in this Agreement, Seller does hereby sell,
     transfer, convey, assign, and deliver to Buyer, and Buyer agrees to
     purchase, accept and receive from Seller, all of the Seller's right, title
     and interest in and to the specific items of tangible and intangible
     personal property and intellectual property owned by the Seller
     specifically identified and listed in the Security Agreement attached
     hereto as Exhibit "A" and by this reference incorporated herein (the
               ----------
     "Assets"). The sale, transfer, conveyance, assignment, and delivery of the
     Assets from the Seller to the Buyer shall be evidenced by a Bill of Sale
     which the Seller agrees to execute and deliver to Buyer simultaneously with
     the execution of this Agreement. In addition to the Bill of Sale, the
     Seller hereby agrees to hereinafter properly execute and deliver to Buyer,
     upon Buyer's reasonable request, any such additional documentation or
     instruments as may be reasonably necessary to evidence and establish the
     sale, transfer, conveyance, and assignment of all right, title, and
     interest in and to the Assets from the Seller to the Buyer. If the Seller
     fails to provide any such documentation or instruments within ten (10)
     business days after the Seller receives a written request from the Buyer
     for the same, then the Seller hereby appoints Buyer as his limited attorney
     in fact, with the power to execute the requested documents or instruments
     in the Seller's name as the Buyer deems reasonably necessary in its
     discretion, and any such documents or instruments shall have the same force
     and effect as if signed by the Seller.

2.   Purchase Price: In consideration for the Seller's sale and transfer of
     --------------
     Assets as set forth in Section 1 above, Buyer hereby covenants, represents,
     warrants and agrees to the following:

     (a)  $50,000 Cash Payment to Seller. Simultaneously with the execution of
          ------------------------------
          this Agreement, Buyer shall pay to Seller a cash payment in the sum of
          Fifty Thousand Dollars ($50,000). Buyer shall pay the cash payment of
          $50,000 to Seller in immediately available and collectible funds in
          the form of a bank wire transfer directly into the following
          designated bank account:

          Name of Bank:     First Union
          Routing Number:   063000021

          Name of Account:  Gail L. Allen
          Account Number:   1090005764101
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     (b)  $10,000 Cash Payment to Seller's Legal Counsel. The Parties
          ----------------------------------------------
          acknowledge and recognize that the law firm of Worden, Thane & Haines,
          P.C. (referred to herein as "WTH") of Missoula, Montana has served as
          Seller's legal counsel in the Civil Action. The Parties further
          acknowledge and agree that WTH has a lien upon Seller's Claims in the
          Civil Action, including any proceeds thereof, pursuant to M.C.A. (S)
          37-61-420, which lien shall not exceed the sum of Twenty-Five Thousand
          Dollars ($25,000). Buyer desires to acquire all of Seller's rights in
          the Assets free and clear of any lien authorized under M.C.A. (S) 37-
          61-420. Accordingly, Seller hereby authorizes and instructs Buyer to
          pay to WTH a cash payment in the sum of Ten Thousand Dollars
          ($10,000), immediately upon execution of this Agreement, in partial
          satisfaction of sums due and owing by Seller to WTH. Buyer agrees to
          pay WTH a cash payment in the sum of Ten Thousand Dollars ($10,000) in
          immediately available and collectible funds in the form of a bank wire
          transfer directly into the following designated bank account:

          Name of Bank:     First Interstate Bank
                            Missoula Office
          Address of Bank:  101 East Front
                            Missoula, MT  59802
          Routing Number:   092901683
          Name of Account:  Worden, Thane & Haines, P.C.
          Account Number:   1400922793

     (c)  Issuance of Shares. Buyer shall transfer to Seller Three Million
          ------------------
          (3,000,000) shares of the common stock of OrbitTravel.com, Inc, a
          Delaware corporation (the "Shares"), which Shares are currently held
          in Buyer's account. The Shares shall be fully-paid, non-assessable,
          and evidenced by four (4) separate and distinct stock certificates to
          be issued in the name of Seller, with each such stock certificate
          representing Seven Hundred and Fifty Thousand (750,000) Shares. The
          parties understand and agree that the Shares will be subject to the
          following registration rights and transfer restrictions:

          (1)  Shares Subject to Registration Rights. Buyer hereby represents
               -------------------------------------
               and warrants to Seller the Shares will be registered for sale
               immediately upon the effective filing of a Form SB-2 Registration
               Statement with the Securities and Exchange Commission ("SEC").

          (2)  Transfer Restrictions.  The Shares will be subject to the
               ---------------------
               following "staggered lockup" transfer restrictions under which
               Seller may sell, transfer, trade or otherwise dispose of the
               Shares at the following times and in the following amounts:

          (A)  Immediately upon the effective date of registration of the

<PAGE>

               Shares with the SEC, Seller shall have the unrestricted right to
               sell, transfer, trade or otherwise dispose of any number of the
               Shares not to exceed twenty five percent (25%) of the total
               Shares;

          (B)  Commencing ninety (90) days following the effective date of
               registration of the Shares with the SEC, Seller shall have the
               unrestricted right to sell, transfer, trade or otherwise dispose
               of any number of the Shares not to exceed fifty percent (50%) of
               the total Shares;

          (C)  Commencing one hundred and eighty (180) days following the
               effective date of registration of the Shares with the SEC, Seller
               shall have the unrestricted right to sell, transfer, trade or
               otherwise dispose of any number of the Shares not to exceed
               seventy five percent (75%) of the total Shares;

          (D)  Commencing two hundred and seventy (270) days following the
               effective date of registration of the Shares with the SEC, Seller
               shall have the unrestricted right to sell, transfer, trade or
               otherwise dispose of all or any portion of the 3,000,000 Shares;
               and

          (E)  Any additional restrictions imposed by federal and/or state
               securities laws.

(d)  $535,000 Buyer Note. Simultaneously with the execution of this Agreement,
     -------------------
     Buyer shall execute and deliver to and in favor of Seller a Promissory Note
     in the amount of $535,000.00 (the "Buyer Note") in the form attached hereto
     as Exhibit "B" attached hereto and by this reference incorporated herein.
     Pursuant to the terms of the Buyer Note, Buyer shall have an unconditional
     obligation to pay Seller the principal sum of $535,000.00, together with
     accrued interest thereon at the rate of ten percent (10%) per annum
     commencing on the Closing Date. The Buyer Note shall become immediately due
     and payable in full upon the earliest date to occur of the following: (i) )
     that date upon which OrbitTravel.com, Inc., Divot Golf Corporation, or the
     Buyer receives any money, proceeds or other consideration resulting from
     any filing of a registration statement with the SEC or any public sale of
     securities to be issued by either OrbitTravel.com, Inc., Divot Golf
     Corporation, or the Buyer; or (ii) that date which is 180 days following
     the Effective Date of this Agreement. Buyer represents, warrants and
     guarantees that the Buyer Note shall be satisfied and paid from any of the
     money, proceeds or other consideration received by Buyer from the sale of
     securities. Buyer represents, warrants and guarantees that the Buyer Note
     shall be disclosed as a payment obligation and a portion of the "use of
     proceeds" with respect to any registration statement hereafter filed by or
     on behalf of OrbitTravel.com,


<PAGE>


     Inc. with the SEC, including, but not limited to, any Registration
     Statement. In addition to the foregoing, Buyer agrees to the following
     terms and conditions.

     (1)  Guarantee of Buyer Note: Buyer's payment obligations under the Buyer
          -----------------------
          Note shall be unconditionally guaranteed by OrbitTravel.com, Inc. and
          Divot Golf Corporation, which guarantee shall be reflected in the
          Note.

     (2)  Prepayment of Buyer Note. Buyer shall be entitled to prepay at any
          ------------------------
          time, without penalty, all or any portion of the unpaid principal
          balance outstanding under Buyer Note.

     (3)  Due on Sale or Transfer. If Buyer sells, transfers, conveys, assigns,
          -----------------------
          delivers or otherwise disposes of all or any portion of the Assets,
          otherwise than in the normal and ordinary course of Buyer's continuing
          and on-going business operations, without Seller's prior written
          consent, then the entire outstanding principal balance due from Buyer
          under Buyer Note, together with any accrued but unpaid interest and
          any late payment charges due thereon, shall immediately become due and
          payable.

     (4)  Grant of Security Interest to Seller. To secure Buyer's complete,
          ------------------------------------
          timely and full performance of Buyer's obligations under this
          Agreement and the Buyer Note executed by Buyer in accordance with this
          Agreement, Buyer hereby grants to Seller a first-position security
          interest in and to the Assets, together with any and all proceeds
          derived therefrom. Buyer agrees to execute a security agreement in
          favor of Seller as the secured party. In the event Buyer fails to
          timely and fully make all payments due and owing to Seller under this
          Agreement or the Buyer Note, or otherwise fails to timely satisfy and
          perform all other duties and obligations under this Agreement or any
          documents or instruments executed in accordance with this Agreement,
          then Seller may, at Seller's sole option, elect to exercise any and
          all of Seller's rights and remedies under the Uniform Commercial Code
          adopted in Montana or in any other state having jurisdiction over the
          Collateral.

(e)  $15,000 Payment to Seller's Legal Counsel. Buyer desires to acquire all of
     -----------------------------------------
     Seller's rights in the Assets free and clear of any lien authorized under
     M.C.A. (S) 37-61-420. Accordingly, in addition to the cash payment to WTH
     under Section 2(b) of this Agreement, Seller hereby authorizes and
     instructs Buyer to pay to WTH an additional cash payment in the sum of
     Fifteen Thousand Dollars ($15,000) in complete satisfaction of all other
     sums due and owing by Seller to WTH. The $15,000 cash payment from Buyer to
     WTH shall become immediately due and payable in full upon the earliest date
     to occur of the following: (i) that date upon which the Buyer


<PAGE>

     receives any money, proceeds or other consideration resulting from any
     filing of a registration statement with the SEC or any public sale of
     securities to be issued by OrbitTravel; or (ii) that date which is 180 days
     following the Effective Date of this Agreement. Any sum due and owing to
     WTH under this Section 2(e) shall be paid by Buyer prior to the payment of
     any sums to Seller under Section 2(c) of this Agreement. Buyer shall pay
     WTH the cash payment in the sum of $15,000 in immediately available and
     collectible funds in the form of a bank wire transfer directly into the
     bank account designated in Section 2(b) of this Agreement.

     Notwithstanding anything contained in this Agreement to the contrary,
     Seller shall remain responsible for and agrees to satisfy in full any and
     all sums due and owing to WTH with respect to legal services rendered by
     WTH to Seller in the Civil Action.

(f)  Consulting Agreement with Seller. Simultaneously with the execution of this
     --------------------------------
     Agreement, Buyer shall enter into and execute a Consulting Agreement to
     hire and retain Seller as an independent contractor to provide professional
     consulting services to Buyer. Pursuant to the terms of the Consulting
     Agreement, Buyer shall pay Seller the total sum of Two Hundred Twenty Five
     Thousand Dollars ($225,000.00), payable in thirty-six (36) equal monthly
     installments of Six Thousand Two Hundred Fifty Dollars ($6,250.00) per
     installment. The term of the Consulting Agreement shall be for a period of
     36 months commencing on the Closing Date, and may not be terminated prior
     to the end of such 36-month term without Seller's prior written consent. In
     the event Buyer attempts to terminate such Consulting Agreement prior to
     expiration of the 36-month term, then Buyer shall immediately become
     obligated to pay all remaining sums owing to Seller for the remaining term
     of the Consulting Agreement.

(g)  Consulting Agreement With Gail L. Allen. In addition to the Seller
     ---------------------------------------
     Consulting Agreement, simultaneously with the execution of this Agreement
     Buyer shall also enter into and execute a Consulting Agreement to hire and
     retain Gail L. Allen as an independent contractor to provide professional
     consulting services to Buyer. The Consulting Agreement with Gail L. Allen
     shall contain the same terms as those set forth in the Consulting Agreement
     entered into by and between Buyer and Seller.

(h)  Assumption and Satisfaction of Jansec and Pierre Equipment Leases.
     -----------------------------------------------------------------

     Buyer acknowledges that AIS, Orbit Network and Seller are in default and
     have failed to pay all sums due and owing under the following Equipment
     Leases: (i) Equipment Lease with Pierre; and (ii) Equipment Lease with
     Jansec. Buyer agrees to assume and become responsible for the timely and
     immediate payment, satisfaction, and discharge of any and all sums which
     are due and owing or may hereafter become due and owing by AIS, Orbit

<PAGE>


          Network, or Seller under the above-referenced Equipment Leases.

3.   Representations and Warranties of Seller: Seller hereby represents and
     ----------------------------------------
     warrants to Buyer as follows:

     (a)  Seller's Interests: Seller hereby represents and warrants that,
          ------------------
          subject to subsection (i) below, Seller will transfer full and clear
          title to the Assets by virtue of the Foreclosure Judgment, and that
          Seller's interests in and to the Assets are senior and superior to
          those of any third person or entity. Seller further warrants that
          title to the Assets shall be delivered to Buyer free and clear of any
          lien, interest, or encumbrance, and that no third person or entity has
          claimed an interest in and to the Assets that may be senior to the
          interests of the Seller.

          (i)  Ginsberg Lien: . On or about February 5, 1997, Orbit Network
               -------------
               granted a security interest in all of its contract rights and
               general intangible personal property to Jerome Z. Ginsberg (the
               "Ginsberg Lien"), which security interest also included
               after-acquired assets. Seller makes the following representations
               with respect to the Ginsberg Lien:

               (A)  Seller will undertake Seller's best efforts in the Civil
                    Action to notify Ginsberg of the pending Civil Action and to
                    foreclose the Ginsberg Lien as a subordinate lien in
                    conjunction with the foreclosure sale of the Collateral in
                    the Civil Action; and

               (B)  To the extent that Ginsberg successfully obtains a judgment
                    from a court of competent jurisdiction declaring the
                    Ginsberg's holds a security interest in the Assets which has
                    priority over Savoretti's security interest and that
                    Ginsberg is entitled to levy upon and execute upon the
                    Assets in satisfaction of Ginsberg's priority lien, then
                    Seller agrees to indemnify the Buyer as set forth in the
                    immediately following subparagraph (i)(C).

               (C)  In the event Ginsberg successfully obtains a judgment from a
                    court of competent jurisdiction declaring that Ginsberg
                    holds a security interest in the Assets which has priority
                    over Seller's security interest and that Ginsberg is
                    entitled to levy upon and execute upon the Assets in
                    satisfaction of Ginsberg's priority lien, then Seller shall
                    indemnify Buyer from and against any amount payable to
                    Ginsberg as a result of such action (through judgment,
                    settlement, or otherwise), to the extent that the Ginsberg
                    Lien is not satisfied by the Account Proceeds described in
                    Section 4(h) of this Agreement (the "Ginsberg
                    Indemnification"). Seller shall have the right to
                    participate in the defense of any action initiated by
                    Ginsberg, and Buyer shall have the right to participate in
                    any such defense. If Seller or the Buyer are unable to
                    successfully defend any such action by Ginsberg, and
                    Ginsberg obtains a judgment



<PAGE>

                    from a court of competent jurisdiction declaring that
                    Ginsberg holds a security interest in the Assets which has
                    priority over Seller's security interest and that Ginsberg
                    is entitled to levy upon and execute upon the Assets in
                    satisfaction of Ginsberg's priority lien, then Seller's
                    obligation to indemnify the Buyer from and against the
                    Ginsberg Lien shall be limited to the following:

                    (1)  To the extent that the Ginsberg Lien is equal to or
                         less than $115,000, then the Account Proceeds shall
                         first be used to satisfy the Ginsberg Lien. If the
                         Account Proceeds are insufficient to satisfy the amount
                         of the Ginsberg Lien, then Seller shall then pay 100%
                         of the difference between the amount of the Ginsberg
                         Lien not in excess of $115,000 and the amount of the
                         Account Proceeds; and

                    (2)  If and to the extent that the Ginsberg Lien exceeds
                         $115,000, then pay fifty percent (50%) of that portion
                         of the Ginsberg Lien which exceeds $115,000.00 and the
                         Buyer shall be responsible to pay fifty percent (50%)
                         of that portion of the Ginsberg Lien which exceeds
                         $115,000.00.

               (ii) EVI Lien: Electric Ventures, Inc. ("EVI") was also a party
                    --------
                    to the Security Agreement between Orbit Network and Seller
                    concerning the Assets, and was granted a security interest
                    in the Assets thereby. Seller has been informed by both
                    OrbitTravel.com, Inc. and EVI that all cash amounts due to
                    EVI have been paid, and that any promised Orbit Network
                    share issuances have been effected. In reliance upon such
                    representations, the Seller represents and warrants that he
                    shall deliver the Assets free and clear of any claim by EVI.

          (b)  No Prior Pledge, Sale, or Assignment: As of the date of this
               ------------------------------------
               Agreement, Seller has not sold, assigned or otherwise pledged all
               or any portion of his right, title, and interest in and to the
               Assets to any third person or entity, nor has Seller agreed to
               any such sale, assignment, or pledge.

          (c)  No Bankruptcy: The Seller has not sought protection under any
               -------------
               bankruptcy statute, nor can any trustee in bankruptcy or any
               creditor of Seller lay claim to the Assets transferred in
               accordance with this Agreement.

          (d)  Indemnification: With the exception of the Ginsberg Lien, Seller
               ---------------
               hereby agrees to indemnify, defend, and hold harmless the Buyer,
               including its parent, affiliates, subsidiaries, successors,
               assigns, officers, directors, agents, and employees, from and
               against the amount of any and all final judgments (including, but
               not limited to, attorneys' fees, expert witness costs, court
               costs, and expenses) that may be entered against the Buyer in any
               forum, by

<PAGE>

          reason of Seller's failure to assign all of his right, title and
          interest in and to the Assets being assigned and/or a breach by Seller
          of the representations set forth in this Section 3.

     (e)  Assignment of Security Interest. Upon execution hereof, Seller shall
          -------------------------------
          execute five (5) separate copies of UCC-3 forms reflecting the
          assignment of Seller's security interest in and to the Assets to the
          Buyer, and provide the Buyer with such executed UCC-3 forms. In the
          event any lien is hereafter asserted against the Assets following the
          execution of this Agreement by any person or entity which is not a
          party to this Agreement, and such lien does not have priority over or
          is subordinate to Seller's purchase money security interest, then the
          Buyer shall be entitled to exercise Seller's rights and remedies under
          the Uniform Commercial Code with respect to such subordinate lien.

     (f)  No Warranty: Seller sells, transfers, conveys, assigns and delivers
          -----------
          the Assets to the Buyer "AS IS" and "WHERE IS" and "WITH ALL FAULTS."
          With the exception of Seller's warranties with respect to title,
          Seller hereby disclaims all express or implied warranties with respect
          to Assets, including disclaimer of the implied warranty of
          merchantability and the implied warranty of fitness for a particular
          purpose.

4.   Representations and Warranties of Buyer: Buyer hereby represents and
     ---------------------------------------
     warrants to Seller as follows:

     (a)  Buyer is a corporation duly organized, validly existing, and in good
          standing under the laws of the state of its incorporation;

     (b)  Buyer has the full power and authority to enter into, execute and
          deliver this Agreement and to perform and discharge its duties and
          obligations hereunder;

     (c)  This Agreement constitutes a legal, valid and binding obligation of
          the Buyer which is enforceable against Buyer according to the terms
          contained herein;

     (d)  Buyer is not in violation of any provision of its Articles of
          Incorporation, its Bylaws, or any other corporate or organizing
          instrument to which the Buyer is a party, and the execution and
          delivery of this Agreement and the consummation of the transaction
          contemplated herein will not result in any such violation;

     (e)  Impairment. Buyer shall not, by amendment of its Certificate of
          Incorporation or through any reorganization, transfer of ownership or
          assets, consolidation, merger, dissolution, bankruptcy proceeding, or
          any other voluntary or involuntary action, avoid or seek to avoid the
          observance or performance of any of the terms of this Agreement or the
          Buyer Note executed by Buyer in accordance with this Agreement, but
          will act at all times in good faith to assist all Parties in the
          carrying out of all such terms and in the taking of all such action as
          may be necessary or appropriate in order to

<PAGE>

          protect the rights of all Parties under this Agreement.

     (f)  No Knowledge. Buyer, each Guarantor, and their respective officers,
          ------------
          agents and representatives have no knowledge of:

          (1)  Claims or demands being made against the Assets by any person or
               entity which is not a party to this Agreement, with the exception
               of EVI and Ginsberg;

          (2)  Financial records or other information indicating that EVI has
               not received payment for any and all debts, obligations or other
               advances due and owing from Orbit Network to EVI, to the extent
               such debts, obligations or other advances are subject to the
               terms and conditions of the Security Agreement.

          (3)  Any other recorded security interest in the Assets being
               transferred;

          (4)  Any factors or conditions which would have a material adverse
               effect on the present or future financial condition of Buyer or
               its ability to satisfy and discharge its duties, obligations and
               liabilities as provided in this Agreement and any documents,
               instruments and agreements executed in connection with this
               Agreement.
     (g)  No Transfer of Assets: Until Buyer has satisfied, discharged, and
          ---------------------
          performed all of its obligations under this Agreement and pays Seller
          all sums due under the Buyer Note, Buyer will not sell, transfer,
          assign, or otherwise dispose of any of the Assets other than in the
          ordinary course of Buyer's continuing and ongoing business operations,
          without first obtaining Seller's prior written consent.

     (h)  Escrow Account: The Buyer hereby agrees to establish an escrow account
          --------------
          for the express purpose of satisfying the Ginsberg Lien, in the event
          the Seller is unsuccessful in his efforts to foreclose Ginsberg's
          security interest in the Assets. Buyer shall cause 50,000 shares of
          OrbitTravel.com common stock to be deposited in escrow (the "Escrowed
          Stock"). The Escrowed Stock shall be registered through the Form SB-2
          Registration Statement referenced in Section 2(c)(1) of this
          Agreement. In the event that Ginsberg brings an action to foreclose
          the Ginsberg Lien, which action is reduced to a money judgment or
          settlement (the terms of which are agreed to by Buyer and Seller), the
          Buyer shall liquidate the Escrowed Stock at the market price, and
          shall utilize the proceeds (the "Account Proceeds") towards
          satisfaction of any such judgment or settlement. Seller shall retain
          any Account Proceeds that are in excess of any such judgment or
          settlement.

5.   Survival of Representations and Warranties. The Parties acknowledge and
     ------------------------------------------
     agree that all covenants, representations and warranties contained in this
     Agreement shall survive the Effective Date and the full satisfaction and
     performance of this Agreement by each Party. Notwithstanding the full
<PAGE>


     satisfaction and performance of this Agreement by any Party, each Party
     shall be entitled to pursue any remedy available at law or in equity upon
     the occurrence of any breach or default by any other Party with respect to
     any term, condition, covenant, representation or warranty contained in this
     Agreement.

6.   Confidentiality. The Parties hereby agree that the terms and conditions of
     ---------------
     this Agreement shall remain absolutely confidential and, absent an order of
     a court of competent jurisdiction, shall not be disclosed or discussed by
     either Party or their respective attorneys or other representatives with
     any person, entity or governmental agency not a party to this Agreement.
     This provision does not prohibit any Party from discussing the terms of
     this Agreement with such Party's accountants or other legal advisors,
     provided, however, that all such individuals shall also agree to abide by
     the confidentiality provisions of this Agreement.

7.   Waiver. No waiver of any term, provision, or condition of this Agreement,
     ------
     whether by conduct or otherwise, in any one or more instances, shall be
     deemed to be, or shall constitute, a waiver of any other provision hereof,
     whether or not similar, nor shall any such waiver constitute a continuing
     waiver, and no waiver shall be binding unless executed by the Party making
     such waiver.

8.   Time of Essence. Time will be of the essence in complying with the terms
     ---------------
     and conditions of this Agreement.

9.   Successors Bound By Agreement. This Agreement shall inure to the benefit of
     -----------------------------
     and be binding upon the Parties to this Agreement and their respective
     beneficiaries, successors in interest and assignees.

10.  Further Documents. Each Party shall execute such documents and instruments
     -----------------
     and take such other steps as may be necessary to accomplish the agreements,
     obligations and purposes set forth in this Agreement.

11.  Merger of Prior Agreements. This Agreement supersedes, merges and voids any
     --------------------------
     and all prior or contemporaneous discussions, negotiations, written or oral
     agreements and all undertakings between the Parties with respect to the
     subject matter hereof. The Parties hereby waive and release each other from
     any claims, actions or causes of action which relate in any manner to any
     prior discussions, negotiations, written or oral agreements, and
     undertakings between the Parties with respect to the subject matter hereof.

12.  Entire Agreement. This Agreement, including any exhibits and attachments
     ----------------
     hereto, embodies the entire agreement and understanding of the Parties and
     supersedes any and all oral or written understandings or agreements
     relating to its subject matter. There are no restrictions, promises,
     representations, warranties, covenants, or undertakings between the Parties
     other than those expressly set forth or referred to herein.

13.  Modification. This Agreement shall not be modified, altered, changed or
     ------------
<PAGE>

     amended in any respect, except by a written agreement executed by the party
     against whom enforcement of the modification or amendment is sought.

14.  Attorney's Fees and Costs. If any Party deems it necessary to commence a
     -------------------------
     legal proceeding to enforce the terms of this Agreement or any document or
     instrument executed in accordance with this Agreement, the Parties agree
     that the breaching party or unsuccessful party will pay the reasonable
     attorney's fees and legal costs of any and all Parties, both at trial and
     on appeal. For purposes of this Section, a party shall be considered an
     "unsuccessful party" if such party is ordered, directed or required to pay
     more compensation or consideration under a settlement agreement or final
     judgment than any amount offered by the unsuccessful party, in writing, to
     settle the dispute prior to the commencement of a legal action.

15.  Delivery of Assets/Governing Law. The parties understand and agree that the
     --------------------------------
     Assets referenced in this Agreement are present and shall be delivered by
     the Seller in the State of Montana. Notwithstanding the foregoing, this
     Agreement and the legal relations between the parties hereto shall be
     governed by and construed in accordance with the laws of the State of New
     York, and the parties hereby consent to the jurisdiction of the courts of
     the State of New York and the Federal District Court for the Southern
     District of New York, without giving effect to any choice of law statutes,
     rules or principles.

16.  No Third Party Beneficiaries: This Agreement is made sole for the benefit
     ----------------------------
     of the parties to this Agreement and their respective successors and
     assigns, and no other person or entity shall have or acquire any right by
     virtue of this Agreement.

17.  Execution in Counterparts and Via Facsimile. This Agreement and all
     -------------------------------------------
     instruments or documents in accordance herewith may be executed in one or
     more counterparts or duplicates, and via facsimile, each of which shall be
     deemed to be an original copy of this Agreement and all of which, when
     taken together, shall be deemed to constitute one and the same Agreement.

     IN WITNESS WHEREOF, the Parties have executed this Agreement to be
effective as of the date first set forth on Page 1 hereof.


SPARTAN CAPITAL MANAGEMENT, LLC,        MARK SAVORETTI
a Delaware corporation



By:  /s/ David Noosinow                 By: /s/ Mark Savoretti
    ------------------------               --------------------
                                            Mark Savoretti
Name:  David A. Noosinow
     -----------------------

Title: Executive Director
      ----------------------

<PAGE>

                                   EXHIBIT "A"

                              DESCRIPTION OF ASSETS


         The Assets which are the subject of this Asset Sale and Purchase
Agreement and which the Seller hereby sells, transfers, conveys, assigns and
delivers to the Buyer in accordance with this Agreement are described as
follows:

         (a) All right, title and interest in and to all items of tangible and
         intangible personal property and intellectual property owned, held or
         used in the management and operation of Applied Information Services,
         Inc. ("AIS"), a Montana corporation, which the Seller acquired from AIS
         through strict foreclosure under MCA ss. 30-9-505(2)(a), including, but
         not limited to, the Assets described in the "Asset List of Applied
         Information Services, Inc." attached hereto and made a part of this
         Exhibit "A";

         (b) WITH THE EXCEPTION OF ANY AIS CORPORATE RECORD BOOKS, MINUTES,
         SHAREHOLDER LISTS, ACCOUNTING RECORDS, PAYROLL RECORDS, FINANCIAL
         STATEMENTS AND TAX RECORDS WHICH THE SELLER DID NOT ACQUIRE THROUGH
         STRICT FORECLOSURE UNDER MCA SS. 30-9-502(2)(A), any other books,
         documents, accounts, correspondence, manuals, lists or other
         information pertaining to or relating to: (i) Trade secrets concerning
         the business and affairs of AIS; (ii) contracts rights and other
         intangible rights of AIS with respect to any of AIS's suppliers,
         distributors, vendors or customers; (iii) the fixed assets, equipment,
         inventory and supplies of AIS; (iv) AIS customer lists; (v) AIS
         customer registration files and databases; (vi) AIS vendor and supplier
         lists; (vii) AIS marketing, sales, promotional and other literary,
         written or video material, and applications for any and all of the
         foregoing; (viii) computer software and computer programs designed,
         developed, written or improved by AIS; and (ix) computer data, computer
         input, computer databases, technologies, systems and structures created
         by or used by AIS in the operation of its business and affairs;

         (c) All intellectual property rights, trade secrets and copyrights,
         whether patentable or nonpatentable and whether or not reduced to
         practice, or any other intangible property right of any kind which may
         be embodied in the assets of AIS which the Seller acquired from AIS
         through strict foreclosure under MCA ss. 30-9-505(2)(a), including, but
         not limited to: all licenses of and rights to use licenses for all
         revisions, enhancements, improvements, modifications, translations,
         abridgments, condensations and expansions developed or created by AIS,
         inventions, discoveries, trade secrets, processes, formulas, know-how,
         United States and foreign patents, patent applications, patent
         disclosures and all related continuations, continuations-in-part,
         divisional, reissue, reexamination, utility, model, certificate of
         invention and design patents, registrations and applications for
         registration of such inventions and patents, trade names, trademarks,
         trademark registrations, applications for trademark registrations,
         logos, copyrights, and copyright registrations owned or, where not
         owned, used by, AIS in its business;
<PAGE>


         (d) WITH THE EXCEPTION OF AIS'S ACCOUNTS RECEIVABLE ACQUIRED BY AND
         RETAINED BY THE SELLER, all claims, prepayments, refunds, causes of
         action, choses in action, rights of recovery, rights of setoff, rights
         of recoupment and all rights under warranties, in connection with any
         of the foregoing; and

         (e) Any and all other rights which the Seller now has or may hereafter
         acquire from AIS through strict foreclosure under MCA ss.
         30-9-505(2)(a) as a secured creditor.

<PAGE>

                                  EXHIBIT "B"

                                PROMISSORY NOTE

Principal Amount:                                New York, NY
$535,000.00                                     January 27, 2000
-----------


     FOR VALUE RECEIVED, the undersigned, Spartan Capital Management, Inc.
("Borrower"), promises to pay to the order of Mark Savoretti ("Lender"), in
lawful money of the United States of America, the principal sum of Five Hundred
Thirty Five Thousand and No/100 Dollars ($535,000.00) plus simple interest
thereon from the date hereof until this Note is paid in full.

        Repayment of the Principal Sum. The Principal Sum shall be due and
        ------------------------------
payable in one (1) installment of Five Hundred Thirty Five Thousand and No/100
Dollars ($535,000) on the earlier of: (i) the receipt by the Borrower of
proceeds from a Form SB-2 Registration Statement filed by OrbitTravel.com, Inc.;
or (ii) 180 days following the date set forth above (the "Maturity Date").
                                                          -------------

        Interest: Interest shall accrue on the unpaid Principal Sum at the rate
        --------
of ten percent (10%) per annum. Accrued and unpaid interest shall be payable,
together with the unpaid Principal Sum, on the Maturity Date. If the Maturity
Date should fall on a weekend or national holiday, payment shall be due on the
following business day. Interest on this Note shall be computed on the basis of
the actual number of days elapsed during which the unpaid Principal Sum is
outstanding, divided by a year of three hundred sixty-five (365) days. All
payments under this Note shall be applied first to the payment of accrued and
unpaid interest with the remainder applied to the unpaid Principal Sum in
inverse chronological order.

     3. Events of Default: The occurrence of any of the events set out below
        -----------------
(Events of Default) shall, at the option of the Lender, make all interest and
principal remaining on due under this Note immediately due and payable, without
notice of default, presentment or demand for payment, protest or notice of
nonpayment or dishonor, or other notices or demands of any kind, except as
specified herein:

     (a)  Borrower shall fail to timely pay any installment of interest or
          principal in accordance with the terms of this Note, within ten (10)
          days after receipt of written notice of such failure from the Lender,;

     (b)  Borrower shall file any petition or action for relief under any
          bankruptcy, arrangement, reorganization, insolvency, or moratorium
          law, or any other law

<PAGE>

          or laws for the relief of or relating to debtors, or shall, with
          respect to any involuntary petition or action for relief under such
          law or laws, consent or fail to timely object to the relief requested
          in such petition;

     (c)  An involuntary petition shall be filed under any bankruptcy statute
          against Borrower, or a receiver, trustee, custodian, or similar
          officer of the court shall be appointed to take possession of all or
          any substantial part of Borrower's properties, unless such petition or
          appointment is dismissed or withdrawn or ceases to be in effect within
          sixty (60) days from the date of the filing or appointment;

     4.     Notices: Any communications between the parties or notices provided
            -------
for in this Note may be given by mailing them, first class, postage prepaid, to
Lender at:

     Mark Savoretti
     10075 Ulmerton Road
     Largo, FL 34641

And to Borrower at:
     Spartan Capital Management, Inc.
     One Union Square South, No. 10-J,
     New York NY 10003
     Attention:  Joseph R. Cellura

or to such other address as either party may indicate to the other in writing
after the date of this Note.

     5. Assignment: This Note shall bind and inure to the benefit of the parties
        ----------
and their respective successors and assigns; provided, however, that Borrower
shall not assign this Note or any of the rights, duties, or obligations of
Borrower under this Note without the prior written consent of Lender.

     6. Governing Law: This Note shall be interpreted under the laws of the
        -------------
State of New York, without giving effect to the conflict of law principles
thereof.


                              Spartan Capital Management, LLC
                              a Delaware Corporation



                              By: /s/ David A. Noosinow
                                 ---------------------------
                                  Authorized Signatory

<PAGE>


                                   GUARANTEE
     Divot Golf Corporation, a Delaware corporation, and OrbitTravel.com, Inc.,
a Delaware corporation, acting jointly and severally, do herby unconditionally
guarantee the full and timely satisfaction and performance of the Borrower's
payment obligations under this Promissory Note. In the event of Borrower's
default, Lender shall be entitled to immediately seek and obtain satisfaction
and performance of Borrower's obligations from the Guarantors, either jointly or
severally, without the obligation to first seek satisfaction or performance from
the Borrower.


DIVOT GOLF CORPORATION


Per:  /s/ Joseph R. Cellura
    ---------------------------------------
     Joseph R. Cellura, Chairman and C.E.O.


ORBITTRAVEL.COM, INC.


Per:  /s/ Joseph R. Cellura
    ---------------------------------------
     Joseph R. Cellura, Chairman and C.E.O.