Contract

by Aremissoft Corp/De
December 19th, 2000


                              Dated the day of 2000

                                     Between

                            ELTRAX SYSTEMS SDN. BHD.

                                       And

                            ELTRAX INTERNATIONAL INC.

                                       And

                            VERSO TECHNOLOGIES, INC.

                                       And

                           IMPACT LEVEL (M) SDN. BHD.

                                       And

                             AREMISSOFT CORPORATION


         For the Purchaser                    For the Vendor

         Zaid Ibrahim & Co                  Lee Ong & Kandiah,
     Level 19, Menara Milenium,        Suite 2.07-2.10, 2nd Floor,
          Jalan Damanlela,                    Wisma Mirama,
      Pusat Bandar Damansara,               Jalan Wisma Putra,
        50490 Kuala Lumpur,                50460 Kuala Lumpur,
             Malaysia.                           Malaysia
     File Ref.: 2002382 LYN/CHS            Tel.: 603 2448336 /
         Tel.: 603 2579999                        603 2432395
         Doc. ID - 93341-5




================================================================================
                              ASSET SALE AGREEMENT
================================================================================





                                                                Execution copy

                                    CONTENTS


1.    Definitions And Interpretation                      2

   1.1   Definitions                                      2

   1.2   Interpretation                                   7

2.    Sale and Purchase of the Assets                     7

   2.1   Sale and purchase                                7

   2.2   Consideration                                    8

   2.3   Payment of  the Consideration                    8

   2.4   Title and risk                                   8

4.    Conditions Precedent                                9

5.    Obligations pending Completion                     10

6     Completion                                         11

   6.1   Place for Completion                            11

   6.2   Purchaser's Obligations at Completion           11

   6.3   Vendor's obligations at Completion              11

7.    COLLECTION OF RECEIVABLES AND AGREED LIABILITIES   13

8.    Apportionments                                     14

9.    Employees                                          15

   9.1   Vendor's obligations to Employees               15

   9.2   Purchaser's offer of employment                 15

   9.3   Transferring Employees                          16

   9.4   Purchaser's obligations for accruing entitlem   16

   9.5   Employment Provident Fund                       16

   9.6   Vendor's Indemnity concerning Employees         16




   9.8   General Co-ordination                           17

10    Vendor's Warranties /Indemnities                   17

11.      Claims and Liabilities                          19

12.      Title                                           22

13.      Stocks                                          23

14.      Guarantees                                      24

15.      General                                         25

   15.1    Notices                                       25

   15.2    Further Assurances                            26

   15.3    Entire Agreement                              26

   15.4    Variation                                     26

   15.5    Assignment                                    27

   15.6    Waivers                                       27

   15.7    No Merger                                     27

   15.8    Enforceability                                27

   15.9.   Governing Law                                 27

   15.10   Arbitration                                   28

   15.11   Costs                                         28

   15.12   Counterparts                                  28

16.      Taxation                                        28

17.      No Disclosure                                   28

   17.1    Confidentiality                               28

   17.2    Exceptions                                    28

   17.3    Public announcements                          29

   17.4    Survival                                      29




Schedule 1                                               32

   Assets                                                32

   Goodwill                                              33

   Agreed Liabilities                                    34

Schedule 2                                               35

   Computer Service Agreements                           35

   Equipment Sales and Software Licence Agreements       37

   Computer Software Licenses                            38

Schedule 3                                               39

   The Employees                                         39

Schedule 4                                               40

   The Vendor's Warranties                               40

Schedule 5                                               55

   Claims against Warranties                             55

Schedule 6                                               56

   Office lease                                          56

Schedule 7                                               57

   Receivables                                           57





                              ASSET SALE AGREEMENT

THIS AGREEMENT is made on                                                  2000


BETWEEN


1.   ELTRAX SYSTEMS SDN. BHD. (Company No. : 290262-W),  a company  incorporated
     under  the laws of  Malaysia  and  having  its  registered  office at Suite
     19-9-1, Level 9, UOA Centre, 19, Jalan Ampang, 50450 Kuala Lumpur, Malaysia
     ("the Vendor");

AND

2.   ELTRAX INTERNATIONAL INC., a corporation incorporated under the laws of the
     state of  Pennsylvania,  the  United  States of  America,  and  having  its
     principal place of business at Greenburg,  Pennsylvania,  the United States
     of America (Incorporation No.: 25-1369276) ("Eltrax International");

AND

3.   VERSO TECHNOLOGIES,  INC., a corporation incorporated under the laws of the
     state of Minnesota,  the United States of America, and having its principal
     place of  business  at  Atlanta,  Georgia,  the  United  States of  America
     (Incorporation No.: 41-1484525) ("Verso");

AND

4.   IMPACT LEVEL (M) SDN. BHD. (Company No: 519372-M),  a company  incorporated
     under the laws of Malaysia and having its  registered  address at Level 22,
     Menara  Milenium,  Jalan  Damanlela,  Pusat Bandar  Damansara,  50490 Kuala
     Lumpur, Malaysia ("the Purchaser"); and

AND

5.       AREMISSOFT CORPORATION,  a Delaware corporation  incorporated under the
         laws of the state of Delaware, the United States of America, and having
         its  principal  place of  business  at 216  Haddon  Avenue,  Suite 607,
         Westmont,   New   Jersey,   08108,   the   United   States  of  America
         (Incorporation No.: 2902859) ("AremisSoft").

WHEREAS

A.   The  Vendor is a company  incorporated  under  the  Companies  Act 1965 and
     engages in,  inter alia,  the  business of  providing  services  related to
     computer hardware and software ("Business").

B.   The  Vendor is a  wholly-owned  subsidiary  of  Eltrax  Systems  Pte.  Ltd.
     (Company No.:  198101050C),  a company incorporated in Singapore and having
     its principal place of business at 64, Tras Street, Sulcus House, Singapore
     and which is a subsidiary of Eltrax International.




C.   The Purchaser is a company incorporated under the Companies Act 1965 and is
     a subsidiary of AremisSoft Hospitality (US) Inc..

D.   Pursuant to the Head Agreement  dated 28 September 2000 ("Head  Agreement")
     entered  into  between  AremisSoft  and the Eltrax  Guarantors  (as defined
     hereafter),  AremisSoft  has agreed to  purchase  all  Acquired  Assets (as
     defined in the Head  Agreement)  and assume all  Acquired  Liabilities  (as
     defined in the Head  Agreement)  for the  consideration  (as defined in the
     Head Agreement).

E.   As part of the  Head  Agreement,  the  Vendor  has  agreed  to sell and the
     Purchaser has agreed to purchase the Assets (as defined  herein) and assume
     the Agreed  Liabilities  (as defined  herein) upon the terms and subject to
     the conditions as contained herein.

IT IS AGREED as follows:

1.   DEFINITIONS AND INTERPRETATION

1.1  Definitions

     The following definitions apply unless the context requires otherwise:

          Accounting Date means 31 October 2000

          Acquired Business the businesses in which the Assets are utilized.

          Acquired  Business  Balance  Sheet The balance  sheet as of 31 October
               2000, included in the unaudited financial  statements (limited to
               the balance  sheet and income  statement  prepared in  accordance
               with the generally accepted accounting principles in Malaysia) of
               the Acquired Business.

          Agreed Liabilities  means the  liabilities of the Vendor to be assumed
               by the  Purchaser  under this  Agreement as set out in Schedule 1
               which includes the following:-

               (i)  those  known  liabilities  accrued and  reserved  for in the
                    Acquired Business Balance Sheet;

               (ii) those known liabilities that have arisen (or that arise) and
                    have been  incurred  (or that are  incurred) in the ordinary
                    course of business between the date of the Acquired Business
                    Balance Sheet and the Completion Date;

               (iii)those known  liabilities  with  respect to the  contracts or
                    agreements assumed by the Purchaser hereunder, as identified



                    in Schedule 1;

               (iv) those known liabilities which are in an amount less than the
                    equivalent  of  USD10,000  individually  and  less  than the
                    equivalent of  USD100,000  in the aggregate  with respect to
                    contracts or agreements assumed by the Purchaser hereunder.

               Approval means each authorisation,  approval,  consent,  licence,
                    permit,  permission,  issued or  granted by or with a Public
                    Authority in respect of the Business and the Assets.

               Assets means the property,  assets and rights as reflected in the
                    audited  balance  sheet of the  Vendor as at the  Accounting
                    Date and adjusted until  Completion and further  adjusted to
                    reflect the cancellation of any intercompany accounts all of
                    which are more particularly set out in Schedule 1.

               Authorisation includes:

                    (a)  any authorisation,  approval, consent, licence, permit,
                         franchise,    permission,     notification,     filing,
                         registration,   lodgement,   agreement,   notarisation,
                         certificate,    authority,    resolution,    direction,
                         declaration  or  exemption  from  by or  with a  Public
                         Authority; and

                    (b)  in  relation to anything  which will be  prohibited  or
                         restricted in whole or part by law, the intervention or
                         other  acts of a Public  Authority  within a  specified
                         period after  lodgement,  any filing,  registration  or
                         notification.

               Business has the same meaning as specified in Recital A.

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

                    (a)  all or any part of the business assets;

                    (b)  any products  manufactured  and/or sold and/or services
                         rendered by the Business;

                    (c)  any formulas, designs,  specification,  drawings, data,
                         manuals or instructions;




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

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

               Completion  means  the  completion  of all  matters  provided  in
                    Clauses 6.2 and 6.3.1 on the Completion Date.

               Completion Date means that date (in  Malaysia)  falling  fourteen
                    (14) days after the  satisfaction  of all the conditions set
                    out in  Clause  4.1 or such  other  date as may be  mutually
                    agreed by the parties.

               Computer Services Agreement means all arrangements and agreements
                    pursuant  to which the Vendor,  including  any member of the
                    Vendor's Group  provides any service to the computer  system
                    to any third party without  limitation to the agreements the
                    particulars of which are set out in Schedule 2.

               Computer Software  Licences means the computer  software licences
                    held by the Vendor as listed in Schedule 2 together with the
                    benefit  of all  guarantees  given to the  Vendor in respect
                    thereof or relating thereto.

               Consideration has the meaning as in Clause 2.2.

               Cut  Off Date means the date  falling 6 months  after the date of
                    this Agreement

               Eltrax  Guarantors  means  Eltrax  International  Inc,  and Verso
                    Technologies, Inc..

               Employees means those  employees as set out in Schedule 3 who are
                    employed in the  Business on the date of this  Agreement  in
                    accordance  with Clause 9 and who are still  employed by the
                    Vendor  when the  Purchaser's  offer of  employment  is made
                    under Clause 9.2.




               Employee's  Entitlements  has the same  meaning as  specified  in
                    Clause 9.1.

               Encumbrances means mortgages,  charges,  liens, pledges and other
                    encumbrances.

               Equipment  Sales  and   Software   means  all  those   contracts,
                    engagements or orders entered into Licence  Agreements on or
                    by the  Completion  Date by or on behalf of the Vendor  with
                    its customers for the sale,  loan, hire or goods,  equipment
                    or  provision of services by the Vendor in  connection  with
                    and  in  the  ordinary  course  of  business  which  at  the
                    Completion  Date remains to be performed in whole or in part
                    by the Vendor including,  without limitation, the generality
                    of the  foregoing,  those  contracts  which  are  set out in
                    Schedule 2.

               Goodwill means the goodwill of the Vendor in connection  with the
                    Business  excluding the exclusive right for the Purchaser to
                    represent  itself as carrying on the business in  succession
                    to the Vendor  under the name "Eltrax  Hospitality",  and/or
                    "Eltrax"  and all other trade names and styles of the Vendor
                    including  (but  without   limitation)   the  names  "Eltrax
                    Hospitality" and "Eltrax".

               Head Agreement has the meaning as defined in Recital D above.

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

               Office Lease means all those office  leases as more  particularly
                    set out in Schedule 6.

               Public Authorities includes:

                    (a)  any government in any  jurisdiction,  whether  federal,
                         state, territorial or local;

                    (b)  any minister, department, office, commission, delegate,
                         instrumentality,    agency,    board,    authority   or
                         organisation   of  any   government  or  in  which  any
                         government is interested;

                    (c)  any non-government regulatory authority; and





                    (d)  any provider of public utility services, whether or not
                         government owned or controlled.

               Receivables means accounts receivable, notes receivable and other
                    obligations  appearing  as assets on the books of the Vendor
                    and the Acquired  Business Balance Sheet  indicating  moneys
                    owned to the Vendor in connection with the goods and service
                    supplied in the  Business by or in respect of trade  debtors
                    including (but without  limitation)  those trade debtors set
                    out in Schedule 7.

               Retained Records means records and other  documents of the Vendor
                    relating to the Business  required to be  maintained  by the
                    Vendor by law.

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

               Taxation all forms of  taxation  arising  from the  Business  and
                    Assets  or  attributable  to the  Vendor  on or  before  the
                    Completion Date including :

                    (i)  any  charges,  taxes,  duties,  levies or  penalties on
                         income, profits,  chargeable gains or development value
                         in land or  interest  in land or any other  property or
                         documents or supplies or other transactions;

                    (ii) income  tax,   corporation   tax,  capital  gains  tax,
                         development tax, stamp duty,  capital duty, customs and
                         other import duties, national insurance  contributions,
                         general rates or other local rates and assessments;


                    (iii)any liability for sums  equivalent to any such charges,
                         taxes,  duties,  levies  or  rates  or for any  related
                         penalties, fines or interest incurred thereby; and

                    (iv) any tax, charges,  duty, fee,  deduction or withholding
                         (including,   but  not  limited  to,  any  interest  or
                         penalty),

                    which is  assessed,  levied,  imposed  or  collected  by any
                    Public Authority including, without limitation, stamp duties
                    payable under the Stamp Act, 1949.




               Transferring  Employees  those Employees of the Vendor who accept
                    the Purchaser's offer of employment under Clause 10.2.

               Transferring  Employees' has the same meaning specified in Clause
                    10.3. Entitlement

               USD  means United States Dollar.

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

               Vendor's  Warranties  all  statements  of  fact  herein  and  the
                    representations  and  warranties  given  by the  Vendor  and
                    guaranteed by the Eltrax Guarantors set out in Schedule 4 in
                    this Agreement.

1.2  Interpretation


     (a)  headings and  underlinings  are for convenience only and do not affect
          the interpretation of this Agreement;

     (b)  words importing the singular include the plural and vice versa;

     (c)  words importing a gender include any gender;

     (d)  an expression  importing a natural person  includes any corporation or
          other body corporate, partnership,  association,  Governmental Agency,
          two or more persons  having a joint or common  interest,  or any other
          legal or commercial entity or undertaking;

     (e)  a reference to a party to a document includes that party's  successors
          and permitted assigns;

     (f)  any part of speech or grammatical  form of a word or phrase defined in
          this Agreement has a corresponding meaning;

     (g)  a warranty,  representation,  covenant or agreement on the part of two
          or more persons binds them jointly and severally; and

     (h)  reference to any statute or statutory  provision  includes a reference
          to that statute or statutory  provision as from time to time  amended,
          extended or  re-enacted  and shall  include all by-laws,  instruments,
          orders rules and regulations made thereunder.

2.   SALE AND PURCHASE OF THE ASSETS

2.1  Sale and purchase

     (a)  Subject to the terms of this Agreement,  the Vendor shall sell and the
          Purchaser  shall purchase the Assets and the Purchaser shall take over
          the  Agreed   Liabilities  at  the   Consideration  and  proceed  with
          Completion.



     (b)  The Assets shall be sold and  transferred  to the Purchaser  free from
          all Encumbrances whatsoever.

2.2  Consideration

          The  Consideration  for the  sale  and  purchase  of the  Assets,  the
          Acquired  Business  and the Agreed  Liabilities  shall be the  Ringgit
          Malaysia   equivalent  of  United   States   Dollar  Eighty   Thousand
          (USD80,000) only.

     2.2.1 The Consideration  payable for the sale by the Vendor of the Business
          and the Assets  shall be the sum equal to the  aggregate to the values
          of the  Goodwill,  the Fixture and Fittings,  the Equipment  Sales and
          Software Licence Agreement, the Office Lease, the Computer Systems and
          the Computer Service Agreements, the value of the Stocks as determined
          in Clause 13.


     2.2.2 The  Consideration   payable  under  this  Agreement  is  payable  in
          accordance  with the  Head  Agreement  and as such  the  Consideration
          payable to the Vendor shall be paid directly to the Eltrax  Guarantors
          by AremisSoft under the terms of the Head Agreement.

2.3  Payment of the Consideration

     The  Consideration  under this Agreement shall be deemed paid and satisfied
     upon payment of the Consideration by AremisSoft to the Eltrax Guarantors in
     accordance with Clause 2.2.2 above and receipt by the Eltrax  Guarantors of
     the same shall  constitute  good discharge of the  Purchaser's  obligations
     under this Clause 2.

2.4  Title and risk

     Title to and risk in the  Assets  will pass to the  Purchaser  on  delivery
     (where the Assets are capable of delivery) or otherwise on  Completion  and
     the Vendor shall not be liable to the Purchaser in any way  whatsoever  for
     any loss or damage to the Assets howsoever occurring on or after Completion
     and after delivery of the Assets.

3.   EXCLUDED ASSETS AND LIABILITIES

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

     (i)  all statutory books,  statutory records and common seals of the Vendor
          and the Retained Records;

     (ii) any amount  recoverable  by the Vendor in respect of taxation  paid or
          payable by the Vendor in connection  with matters or events  occurring
          on or before the Completion Date;




     (iii)the names "Eltrax  Hospitality Group,  Inc.",  "Eltrax  International,
          Inc."  and  all  other  variations  and/or  derivations  of  the  name
          "Eltrax"; and

     (iv) all other  liabilities  of the  Vendor  in  relation  to the  Business
          outstanding as at the Completion Date save for the Agreed Liabilities.

4.   CONDITIONS PRECEDENT

4.1  The sale and purchase of the Business and the Assets and completion thereof
     are conditional upon the following:-

     (a)  (Vendor's  resolution) A resolution  being passed at a general meeting
          of the  Vendor in form and  substance  satisfactory  to the  Purchaser
          approving  the sale of the  Business  and the  Assets as  contemplated
          herein;

     (b)  (Purchaser's  resolution)  A  resolution  being  passed  at a  general
          meeting of the  Purchaser in form and  substance  satisfactory  to the
          Vendor  approving  the  purchase of the Assets from the Vendor and the
          payment of the Purchase Price in accordance with this Agreement; and

     (c)  (Documents)  The Vendor shall  provide the  Purchaser  with the entire
          list of  customers  of the Vendor  (containing  the names,  addresses,
          contact persons,  contact numbers,  details on delivery orders and any
          other information  reasonably required by the Purchaser in relation to
          the Vendor's list of customers) and all documents reasonably requested
          by the Purchaser.

4.2  If any of the  conditions  precedent set out in Clause 4.1 is not fulfilled
     by the Cut Off Date,  or such other time as the parties may mutually  agree
     in  writing  (unless  and to the  extent  that the  Purchaser  waives  such
     condition precedent by notice in writing to the Vendor at any time), either
     party may rescind this  Agreement by written  notice to the other party and
     upon such  rescission  the  provisions  of Clause  4.7 in  relation  to the
     consequences of rescission shall apply mutatis mutandis.

4.3  The assignment of the Office Lease is conditional (unless and to the extent
     that the Purchaser waives such condition by notice in writing to the Vendor
     at any time) upon the  consent of the  landlord  to the  assignment  of the
     Office Lease to the Purchaser ("the  Consent")  being obtained.  The Vendor
     has applied to the  landlord  for the Consent and shall keep the  Purchaser
     fully informed of the progress of such application. The Vendor will use its
     best endeavours to obtain the Consent and satisfy any lawful and reasonable
     requirements of the Landlord as a condition of obtaining the Consent.

4.4  The Vendor and the  Purchaser  shall use their  best  endeavours  and shall
     provide all  information,  documents and  assistance as shall be reasonably
     required to satisfy the conditions precedent set out in Clause 4.1.



4.5  If either party becomes aware that a condition  precedent set out in Clause
     4.1 is satisfied or is incapable of being satisfied,  it shall,  within ten
     (10) days of  receipt  of the  confirmation  of the same,  notify the other
     party in writing.

4.6  Upon  satisfaction  of  all  the  Conditions  to  the  satisfaction  of the
     Purchaser, this Agreement shall become unconditional

4.7  Unless otherwise agreed by the parties,  upon the rescission or termination
     of this Agreement in accordance with this Clause 4 :

     (a)  each party shall  return to the other party all  documents  and things
          whatsoever  which have been  received by or on account of either party
          pursuant to this Agreement;

     (b)  the Purchaser shall return all letters of consent obtained pursuant to
          the satisfaction of the conditions precedent set out in Clause 4.1 and
          transfer  and  re-assign to the Vendor all  approvals  and all rights,
          titles and benefits to the Assets which may have been  transferred  or
          assigned or issued by the Vendor to the Purchaser; and

     (c)  the  Consideration and all whatsoever monies paid by AremisSoft to the
          Eltrax Guarantors under this Agreement shall be refunded to AremisSoft
          forthwith.

         Thereafter,  this  Agreement  shall  cease to have any effect and shall
         become null and void and neither of the parties  shall have any further
         claims against the other save and except for any antecedent breach.

5.   OBLIGATIONS PENDING COMPLETION

5.1  Except where any prior written direction or consent of the Purchaser to the
     contrary  has been  given to the  Vendor  and as from the date  hereof  and
     pending Completion of this Agreement,  the Vendor hereby undertakes that it
     shall:-

     (a)  not hold or convene any  general  meeting  which  proposes or passes a
          resolution  which is  prejudicial  to this  Agreement  except  to give
          effect to this Agreement;

     (b)  use its best  endeavours to maintain good business  relations with the
          customers  of the Business  for the purpose  that on  Completion,  the
          Purchaser  may  carry  on the  Business  with  as much  continuity  as
          possible; and

     (c)  not do anything that may be prejudicial to this Agreement.

5.2  The Vendor shall not, after the execution of this Agreement, enter into any
     agreement,  transaction or arrangement  whatsoever (whether  conditional or
     otherwise) to sell,  dispose of, transfer,  assign,  convey or encumber the
     Assets to any other party whomsoever.



5.3  The Vendor hereby  undertakes and the Eltrax  Guarantors  hereby  undertake
     that they shall procure that each company in the Vendor's Group shall not:-

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

     (b)  publish any technical  descriptions of such  confidential  information
          referred  to  in  Clause  5.3(a)  above  beyond  those  published  and
          authorised  for disclosure by the Purchaser save as may be required by
          law or  which  enters  the  public  domain  (through  no  fault of the
          Vendor);

     (c)  for three (3) years following the Completion  Date,  either on its own
          account or through any other person  anywhere  within  Malaysia unless
          otherwise authorised by the Purchaser in writing:

          (ci) solicit,  interfere  with nor  endeavour  to entice away from the
               Purchaser  any  person  who is now or has during the last two (2)
               years  preceding the Completion Date been a client or customer or
               employee of the Vendor in relation to the Business; and

          (cii) participate in the ownership,  management, operation, or control
               of, nor have any financial interest in or aid or knowingly assist
               anyone else,  in the conduct of any business  which is similar to
               or is in competition  (whether  directly or indirectly)  with the
               Business.

6        COMPLETION

6.1      Place for Completion

         Completion will take place on the Completion Date at the offices of the
         Purchaser at a time to be agreed by the parties.

6.2      Purchaser's Obligations at Completion

         At  Completion,   the  Purchaser   shall  deliver  to  the  Vendor  the
         resolutions of the board of the Purchaser approving the entry into this
         Agreement.

6.3      Vendor's obligations at Completion

     6.3.1 At Completion and  simultaneously  with the delivery of the items set
          out in Clause 6.2,  the Vendor  shall  transfer  the  Business and the
          Assets to the Purchaser for the Purchaser to carry on the Business and
          shall place the Purchaser in effective  possession  and control of the
          Assets and shall deliver the following to the Purchaser





          (a)  (Delivery of Assets) All of the Assets, title to which is capable
               of passing by delivery, at the places where they are located;

          (b)  (Executed   Transfers)  Duly  executed  (and  where   applicable,
               registrable) transfers,  assignments or novations of Assets which
               the  Purchaser  reasonably  requires to  effectively  register or
               render the Purchaser as the owner of the Assets together with all
               deeds of release in respect of all charges, mortgages, debentures
               and other  security  interests  created by the Vendor or to which
               any of the Assets are subject in terms which are  satisfactory to
               the Purchaser;

          (c)  (Books and Records) All books records and other  documents of the
               Business  (other  than  records  required  by law to be  kept  or
               maintained  by the Vendor  after  Completion,  in which event the
               Vendor shall deliver certified true copies of such records to the
               Purchaser);

          (d)  (Title  Documents)  All  documents  of title and other  ancillary
               documents  relating  to the  Assets  and in the  case  where  the
               transfer  of the  any of the  Assets  which  are not  capable  of
               passing by delivery are concerned, transfer shall take place upon
               registration of the Purchaser as the owner of the said Assets;

          (e)  (Assignment  of Office Lease) The  assignment of the Office Lease
               in favour of the Purchaser in the form and  substance  reasonably
               acceptable to the Purchaser or the Purchaser's Solicitors and the
               landlord's consent to the assignment duly endorsed thereon;

          (f)  (Business  Information and Information) The Business  Information
               and Information relevant to the Business;

          (g)  the  Computer   Software   Licenses   and  the  Computer   System
               Agreements;

          (h)  the Equipment Sales and Software Licence Agreements; and

          (i)  all such other  documents  as shall be  reasonably  necessary  or
               appropriate for Completion.

     6.3.2 The Vendor hereby  agrees and  undertakes  to execute all  documents,
          perform all acts and deliver to the Purchaser on  Completion  all such
          documents as may be required by the Purchaser to:

          (i)  obtain all Authorisations from any Public Authorities required in
               respect of the  transfer of the  Business  and the Assets and for
               the purposes of carrying on the Business;

          (ii) effectively vest title to the Assets in the Purchaser;

               including,  without  limitation,  certified  true  copies  of the
               resolutions of the Vendor.




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

     6.3.5 The Vendor undertakes  with the  Purchaser to allow the  Purchaser on
          reasonable notice access to or copies of such books and records of the
          Business relating to the period before Completion as the Purchaser may
          reasonably  require  in order to  comply  with any  legal  obligations
          imposed  on the  Purchaser  after  Completion  and the  Vendor  hereby
          undertakes to provide such  reasonable  assistance to the Purchaser as
          shall be  agreed  between  the  Purchaser  and the  Vendor  after  the
          Completion  Date to facilitate  the  transition of the Business to the
          Purchaser  including if requested by the Purchaser  attending meetings
          with customers of the Business.

7.   COLLECTION OF RECEIVABLES AND AGREED LIABILITIES

7.1  The Vendor shall assign all  Receivables to the Purchaser on the Completion
     Date by executing a Deed of Assignment in the form and substance  agreeable
     to the Purchaser or the Purchaser's Solicitors.

7.2  Upon  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 the Vendor on any cheques  received on
     account of any such  Receivables.  The Vendor shall  promptly  transfer and
     deliver to the  Purchaser  any cash,  cheques or other  property  which the
     Vendor may receive in respect of such accounts after Completion. The Vendor
     will cooperate with the Purchaser,  at its reasonable request, on and after
     Completion in endeavouring  to collect all  Receivables  transferred to the
     Purchaser  by  furnishing,  at the  Purchaser's  costs  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.  The Purchaser hereby agrees 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,  the Purchaser  agrees to make a credit to the Vendor,  for any
     Receivable put to the Vendor as provided below, in any 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 have the right to put such
     Receivable  to the  Vendor  whereupon  the  Vendor  shall  repurchase  such
     Receivable from the Purchaser at the face amount thereof; provided that the
     Vendor shall not have any  obligation to repurchase any  Receivables  until
     the aggregate amount of Receivables which the Purchaser has a right to, and
     has  elected  to, put to the Vendor  exceeds  the amount of any reserve for




     such Receivable  reflected in the Acquired Business Balance Sheet and then,
     only to the extent of such excess.  Any such put right must be exercised on
     or before 360 days after  Completion Date unless extended in writing by the
     Vendor.  Notwithstanding  the foregoing,  the Purchaser  shall not have the
     right  to put  to  the  Vendor  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 the Vendor,  the Purchaser
     will cooperate with the Vendor, at its reasonable  request, in endeavouring
     to collect all Receivables put to the Vendor by furnishing, at the Vendor's
     costs and expense, such information,  testimony and other assistance as the
     Vendor  may  reasonably  require  in  connection  with  collection  of such
     Receivables.

7.3  The Vendor and Verso shall be solely  responsible  for and in the  ordinary
     course  of  business  shall  discharge  all  liabilities  of the  Vendor in
     relation to the Business  and which are  outstanding  as at the  Completion
     Date other  than the Agreed  Liabilities  and  notwithstanding  Completion,
     shall be  responsible  for all debts  payable  by and  claims  accruing  or
     outstanding  against it in  relation to the  Business as at the  Completion
     Date  (save for the Agreed  Liabilities).  In  relation  to any claims by a
     third  party,  the Vendor  shall  promptly  give the notice  thereof to the
     Purchaser and will not take any steps which might reasonably be expected to
     damage the commercial interests of the Purchaser without prior consultation
     with  and  the  approval  of the  Purchaser  which  approval  shall  not be
     unreasonably withheld.

7.4  The  Purchaser  shall  be  responsible  for  the  discharge  of the  Agreed
     Liabilities  in  accordance  with  their  terms  after  Completion  without
     recourse to the Vendor.

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

8.   APPORTIONMENTS

8.1  All rents,  rates, gas, water,  electricity and telephone charges and other
     outgoings  relating to or are payable in respect of the  Business up to the
     Completion  Date shall be borne by the  Vendor  and as from the  Completion
     Date shall be borne by the  Purchaser  and all rents,  royalties  and other
     periodical  payments  receivable  in  respect  of the  Business  after  the
     Completion  Date  shall  belong to and be payable  to the  Purchaser.  Such
     outgoings  and  payments  receivable  shall  if  necessary  be  apportioned
     accordingly,  provided that any such outgoings or payments receivable which
     are  referable  to the extent of the use of any  property or right shall be
     apportioned according to the extent of such use.

8.2  Where any amounts fall to be apportioned  under this Agreement,  the Vendor
     shall  provide  the  Purchaser  will full  details  of the  apportionments,
     together  with  supporting  vouchers  or similar  documentation  and in the
     absence of  dispute,  the  appropriate  payment  shall be made by or to the
     Vendor  forthwith.  If the amount of the  apportionment is in dispute,  the
     provisions  of Clause 8.3 shall  apply for  resolving  the  dispute and the
     amount  determined  in  accordance  with that  clause  shall be paid within
     fourteen (14) days of the determination,  together with interest calculated
     on a daily basis (as well after as before  judgement)  from the  Completion
     Date until the date of actual  payment at the rate of two percent  (2%) per
     annum above the current Base Lending Rate (as published  from time to time)
     of Malayan Banking Berhad.

8.3  Any  dispute  with  respect  to  the  determination  of  the  value  of any
     apportionments under Clause 8.2 shall be referred for final settlement to a
     firm of  chartered  accountants  nominated  jointly  by the  Vendor and the
     Purchaser  or,  failing such  nomination,  within  fourteen (14) days after
     request by either the Vendor or the Purchaser,  nominated at the request of
     either of them by the Chairman of the Malaysian  Institute of  Accountants.
     The  accountants  shall be  entitled  to call for and  inspect  the working
     papers  of the  Vendor's  auditors  and such  other  documents  as they may
     reasonably  consider  necessary.   In  making  their   determination,   the
     accountants shall act as arbitrators.  Their decision shall (in the absence
     of manifest error) be final and binding on the parties and their fees shall
     be borne and paid by the Vendor and the  Purchaser in such  proportions  as
     the accountants may determine.

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

9.   EMPLOYEES

9.1  Vendor's obligations to Employees

     The Vendor recognises that it is the Vendor's  obligations at law to pay to
     the Employees all amounts due to them as at Completion (including,  without
     limitation,  redundancy, accrued salary, wages, sales commissions, bonuses,
     annual  leave,  sick  leave,  public  holiday  work  allowances,  rest  day
     allowances,  overtime  allowances  and  any  accrued  entitlements  to long
     service  leave)  ("the  Employee's   Entitlements")  and  hereby  expressly
     undertakes to discharge all of the Employee's  Entitlements  on or prior to
     Completion.

9.2  Purchaser's offer of employment

     The Purchaser  shall offer in writing to all the Employees  employment with
     the Purchaser  and such written offer of employment  shall take effect from
     Completion on terms and conditions no less favourable than those enjoyed by
     the Employees as at the Completion Date.




9.3  Transferring Employees

     The Vendor  recognises that it is the Vendor's  obligation at law to pay to
     the Transferring Employees on the Completion Date:

          (a)  accrued salary, wages, sales, commissions, allowances and bonuses
               as at that date; and

          (b)  any  entitlements for accrued but untaken annual leave as at that
               date other than those which the  Transferring  Employees agree to
               be transferred for their benefit under their  employment with the
               Purchaser.

          (together, "Transferring Employees' Entitlements")

          and hereby  expressly  undertakes  to  discharge,  at its own cost and
          expense, all of the Transferring  Employees'  Entitlements on or prior
          to Completion.

9.4  Purchaser's obligations for accruing entitlements

     The Purchaser  shall with effect from Completion  assume  liability for the
     long  service  leave (if any),  annual  leave,  Employment  Provident  Fund
     contributions,  sick leave and any other  entitlements of the  Transferring
     Employees.

9.5  Employment Provident Fund

          (a)  As at Completion,  the Vendor shall ensure that all contributions
               have been made to the  Employment  Provident  Fund and the Social
               Security  Organisation in respect of each Employee for the period
               up to and including Completion.

          (b)  On  Completion,  the Vendor and the Purchaser  shall  immediately
               notify the Employment  Provident  Fund of the  termination of all
               Employees  and  re-employment  of the  Transferring  Employees in
               accordance  with the provisions of the Employment  Provident Fund
               Act 1991.

          (c)  On  Completion,  the Vendor and the Purchaser  shall  immediately
               notify the Social Security Organisation of the termination of all
               Employees  and  re-employment  of the  Transferring  Employees in
               accordance  with the provisions of the Employees  Social Security
               Act 1969.

9.6  Vendor's Indemnity concerning Employees

          (a)  The Vendor shall  indemnify the Purchaser  against all claims and
               liabilities of any nature  (including  without  limitation costs,
               whether or not the subject of a court order)  brought  against or
               suffered by the Purchaser in connection with or incidental to the
               Employees'  cessation of employment  with the Vendor.  The Vendor
               may, at its own cost, contest any such claim or liability and the



               Purchaser shall render reasonable  assistance to the Vendor to do
               so.

               The  Vendor  shall  reimburse  the  Purchaser  for all  costs and
               expenses,  whether  direct or indirect,  that the  Purchaser  may
               incur in assisting the Vendor in any such contest.

          (b)  The Vendor shall  indemnify the Purchaser  against all claims and
               liabilities of any nature  (including  without  limitation costs,
               whether or not the subject of a court order)  brought  against or
               suffered by the Purchaser in connection with or incidental to any
               claim by any  Employee  or any  other  person  relating  to loss,
               damage or other injury to any person incurred prior to Completion
               including  without  limitation  any  breach  of the  Occupational
               Safety  and  Health  Act 1994  whether  or not  disclosed  to the
               Purchaser on or prior to Completion.

9.7  Indemnity

     Each party hereto shall and hereby  agrees and  undertakes to indemnify and
     keep  indemnified the other party against all claims and proceedings  which
     may be made or taken  against and all losses,  damages,  costs and expenses
     which  may be  incurred  by the other  party as a result  of any  breach or
     non-compliance by the defaulting party of its covenants hereunder.

9.8  General Co-ordination

     The  parties  shall  promptly  inform and keep each other  informed  of any
     matter in relation to or in connection with this Clause 9.

10   VENDOR'S WARRANTIES /INDEMNITIES

10.1.Except as expressly  provided in the Vendor's  Warranties  to the contrary,
     the Vendor gives the Vendor's  Warranties  in favour of the Purchaser as at
     the date of this Agreement and as at Completion. The Vendor hereby warrants
     to the  Purchaser  that  the  information  and  statements  set  out in the
     Vendor's  Warranties are true,  accurate and correct in all respects at the
     date of this  Agreement  and  will  continue  to be so up to and  including
     Completion.  To this effect, the Vendor's  Warranties shall be deemed to be
     repeated  during this period as if they had been entered into afresh during
     the said period in relation to the facts and circumstances then existing.

10.2 The Vendor acknowledges and agrees that the Purchaser has entered into this
     Agreement in reliance on the Vendor's  Warranties.  The Vendor's Warranties
     are not  affected  or limited  in any way by  information  gathered  by the
     Purchaser, its advisers and representatives.

10.3 Each  of  the  Vendor's  Warranties  is  separate  and  is to be  construed
     independently  of the others and is not limited by  reference to any of the
     others.

10.4 The Vendor indemnifies and shall keep the Purchaser indemnified against all
     losses,  damages,  costs,  expenses and  outgoings  which the Purchaser may




     incur or be liable for in respect of any claim, demand, liability,  action,
     proceedings or suits arising out of or in connection with :

     (a)  a breach of a Vendor's Warranty;

     (b)  any Vendor's Warranty not being true and correct in all respects; and

     (c)  any Vendor's Warranty being misleading in any respect.

         For purposes of the  indemnification  pursuant to this Clause 10.4, the
         procedures as provided in Clause 11.7 below shall apply.


10.5 (a) The Vendor hereby  warrants that the Equipment  Sales and Software
          Licence  Agreements  and Computer  Service  Agreements as disclosed in
          Schedule 2 are  complete and that there are no other  Equipment  Sales
          and Software Licence Agreements and Computer Service Agreements or any
          other contracts  whatsoever entered into by the Vendor in relation the
          Acquired  Business  which has not been disclosed by the Vendor in this
          Agreement.

     (b)  In the  event  and at any time  subsequent  to the  execution  of this
          Agreement,  it is discovered by any party that a contract or agreement
          entered  into by the Vendor in relation to the  Acquired  Business was
          not disclosed and assigned to the Purchaser under this Agreement,  the
          party who  discovered  the  contract or  agreement  shall  immediately
          notify all parties of such contract or agreement.  At the  Purchaser's
          written request and at the Vendor's sole costs and expense, the Vendor
          shall do all that is  necessary  to  effectively  transfer the rights,
          titles and  interests of such  contract or agreement to the  Purchaser
          upon such terms and conditions to be agreed by the Purchaser.

10.6 Subject to the  provisions  of Schedule  5, the rights and  remedies of the
     Purchaser in respect of any breach of the Vendor's  Warranties shall not be
     affected by  Completion,  by the Purchaser  failing to exercise or delaying
     the  exercise  of any of its rights or  remedies  or by any other  event or
     matter whatsoever;

10.7 Where any Vendor's  Warranty  refers to awareness or knowledge  information
     and belief of the Vendor, the Vendor undertakes that it has made reasonable
     and proper enquiry into the subject  matter of that Vendor's  Warranty save
     where otherwise stated.

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




10.9 The liability of the Vendor in respect of the Vendor's  Warranties shall be
     subject to the provisions of Schedule 5.

10.10 Notwithstanding Completion,  the  Vendor's  Warranties,   indemnities  and
     undertakings  given by the Vendor shall continue  thereafter to subsist for
     so long as may be  necessary  for the purpose of giving  effect to each and
     every one of those clauses in accordance with the terms thereof.

10.11 Notwithstanding any other provisions in this Agreement, the indemnities
      contained in this Agreement shall survive Completion.

10.12 If the Vendor shall become aware,  or reasonably ought to be aware, of any
     event which occurs or matter  which  arises which  results or may result in
     any of the Vendor's  Warranties being  unfulfilled,  untrue,  misleading or
     incorrect,  the Vendor shall  immediately  notify the  Purchaser in writing
     fully thereof.

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

11.  CLAIMS AND LIABILITIES

11.1 The Vendor shall be liable for all the Agreed  Liabilities in respect of or
     attributable  to the period prior to the Completion  Date,  notwithstanding
     the Agreed Liabilities may arise at any time after the Completion Date.

11.2 The Vendor hereby  undertakes and warrants to the  Purchaser,  and shall do
     all things required to ensure,  that the Purchaser shall not at any time be
     required  to pay any moneys or incur any cost,  expenses  or  outgoings  in
     respect of the Agreed  Liabilities  in  respect of or  attributable  to the
     period prior to the Completion Date.

11.3 The Vendor hereby  irrevocably  and  unconditionally  indemnifies and shall
     keep the Purchaser indemnified against all losses, damages, costs, expenses
     and outgoings  which the Purchaser may incur or be liable for in connection
     with the Agreed  Liabilities  in respect of or  attributable  to the period
     prior to the Completion Date,  notwithstanding  the Agreed  Liabilities may
     arise at any time after the Completion Date.

11.4 Save for the Agreed  Liabilities and the other obligations of the Purchaser
     assumed  hereunder,  the Vendor  hereby  undertakes  to indemnify  and keep
     indemnified the Purchaser from and against any or all of the following:-

     (a)  losses,  costs,   liabilities  and  expenses  arising  out  of  or  in
          connection  with the ownership or carrying on of the Business  arising
          or relating to all periods up to the  Completion  Date and any and all
          actions suits proceedings,  claims, demands,  assessments,  awards and




          judgements in respect thereto (save in respect of work in progress and
          unfinished  products  and  any  steps  required  to be  taken  by  the
          Purchaser in respect of the Receivables under Clause 7.2); and

     (b)  liabilities arising under or in respect of all contractual commitments
          entered  into by the Vendor in respect of the  Business  (save for the
          Equipment Sales and Software  Licence  Agreements and Computer Service
          Agreements, the benefit of which is to be assigned to the Purchaser in
          accordance with the terms of this Agreement.

11.5 The  Purchaser  covenants  with  the  Vendor  that  it will  pay,  satisfy,
     discharge and fulfil all costs, claims, expenses, liabilities,  obligations
     and  undertakings  whatsoever  relating  to the  Business in respect of any
     period  commencing  on the  Completion  Date  and will  indemnify  and hold
     harmless the Vendor in respect of the same.

11.6 This Clause shall survive Completion.

11.7 Procedures.  If any  proceedings  are  instituted or any claim or demand is
     asserted  by any person not a party to this  Agreement  in respect of which
     the  Purchaser  may seek  indemnification  pursuant  to this Clause 11, the
     indemnified party shall promptly cause written notice (the "Notice") of the
     assertion of any such claim or demand to be made to the indemnifying party;
     provided, however, that the failure of the indemnified party to give prompt
     Notice  shall  not  relieve  the  indemnifying  party  of  its  obligations
     hereunder  unless,  and only to the extent that,  such  failure  caused the
     damages for which the  indemnifying  party is  obligated to be greater than
     they would have been had the indemnified party given the indemnifying party
     prompt  Notice  hereunder.   Except  as  otherwise   provided  herein,  the
     indemnifying  party  shall have the right,  at its option and  expense,  to
     defend against,  negotiate,  or settle any such claim or demand, and if the
     indemnifying  party exercises that option, the indemnifying party shall not
     be  liable  for  the  fees  and  expenses   incurred  after  the  date  the
     indemnifying  party  notifies the  indemnified  party of such exercise by a
     counsel  employed by the indemnified  party. An indemnifying  party may not
     settle any such claim or demand without the written  consent (which consent
     shall  not  be  unreasonably  withheld,  conditioned  or  delayed)  of  the
     indemnified  party unless such settlement  requires no more than a monetary
     payment for which the  indemnified  party is fully  indemnified or involves
     other matters not binding upon the indemnified party. An indemnifying party
     shall not be liable for any settlement of any such claim or demand effected
     without its prior written  consent (which consent shall not be unreasonably
     withheld, conditioned or delayed). In the event that the indemnifying party
     shall fail to respond  within ten (10) days after the giving of the Notice,
     then the  indemnified  party may retain  counsel  and  conduct  the defense
     thereof as it may, in its sole  discretion,  deem proper,  at the sole cost
     and expense of the indemnifying party. The parties agree to cooperate fully
     with each other in connection  with the defense,  negotiation or settlement
     of any such legal proceeding, claim or demand.



11.8 Cooperation. The Purchaser shall, and shall cause its accountants, counsel,
     employees  and other  representatives  to,  reasonably  cooperate  with the
     Vendor and the Eltrax  Guarantors in  connection  with any and all disputes
     which may arise in connection with any and all  liabilities  other than the
     Agreed Liabilities (the "Excluded Liabilities").  The Vendor and the Eltrax
     Guarantors shall, and shall cause its accountants,  counsel,  employees and
     other  representatives  to,  reasonably  cooperate  with the  Purchaser  in
     connection with any and all disputes which may arise in connection with any
     and all of the Agreed  Liabilities.  Without limiting the generality of the
     foregoing,  the Purchaser shall cause its accountants,  counsel,  employees
     and other  representatives,  to make  available to the Vendor or the Eltrax
     Guarantors,  their employees,  work papers, documents and other information
     and materials  reasonably  requested by the Vendor or the Eltrax Guarantors
     in connection  with the Excluded  Liabilities  and the Vendor or the Eltrax
     Guarantors shall cause its respective accountants,  counsel,  employees and
     other representatives,  to make available to the Purchaser,  its employees,
     work papers,  documents  and other  information  and  materials  reasonably
     requested by the Purchaser in connection with the Agreed  Liabilities.  The
     party  requesting  cooperation  (the  Vendor or the  Eltrax  Guarantors  in
     connection  with the Excluded  Liabilities  or the  Purchaser in connection
     with  the  Agreed   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 in
     connection with such cooperative efforts.

11.9 Initial Limitation.  Other than the rights to defend and hold harmless with
     respect to third party  claims,  neither party shall have any liability for
     indemnification  pursuant to Clauses 11.4 above, until the aggregate amount
     of all losses suffered by the party seeking indemnification with respect to
     such matters  exceeds the sum of USD100,000  equivalent  provided that this
     limitation  shall not apply to  indemnification  by the Vendor  pursuant to
     Clause 10.4.

11.10 Aggregate  Limitation.   The   aggregate   liability,   for  either  party
     (calculated on a  consolidated  basis for the entire group under the Eltrax
     Guarantors  or  AremisSoft),  for  indemnification  pursuant to Clause 11.4
     above,  shall not  exceed  the sum of ten  million  united  states  dollars
     (USD10,000,000)   provided  that  this   limitation   shall  not  apply  to
     indemnification by the Vendor pursuant to Clause 10.4.

11.11 Available  Insurance   Limitation.   The  amount  of  any   recovery   for
     indemnification  pursuant to Clause 11.3 or 11.4 above, shall be determined
     after  taking into  account all amounts to which the  indemnified  party is
     entitled  and  actually  receives  under the  provisions  of all  insurance
     policies  with  third  parties  (i.e.  actual  insurance  policies  and not
     self-insurance or retention programs) in existence prior to Completion Date
     (subject to offset for any increase in premiums attributable to such losses
     or  payments  made in respect of such  losses).  The  parties  agree to use
     reasonable  efforts to collect  amounts  available under any such insurance
     policies.



11.12 Balance Sheet  Adjustment  Limitation.  With  respect  to any  claims  for
     indemnification pursuant to Clause 10.4 and/or this Clause 11 in respect of
     any breach of warranty or  representation  concerning the Acquired Business
     Balance Sheet, the amount of any recovery by the Purchaser shall be reduced
     by any Balance  Sheet Gains (as  defined  below).  Upon any such claims for
     recovery,  or upon reasonable  request of the Vendor after a claim has been
     made by the Purchaser hereunder,  the Purchaser shall deliver to the Vendor
     a report identifying  Balance Sheet Gains or will represent in writing that
     there are no Balance Sheet Gains. For purposes of this Agreement,  the term
     "Balance  Sheet  Gains" means any  realization  with respect to any current
     asset in access of its value as reflected on the Acquired  Business Balance
     Sheet (as  adjusted  to account for any  ordinary  course  changes  thereto
     through  Completion),  or any  positive  realization  with  respect  of any
     liability  reflected on the Acquired Business Balance Sheet (as adjusted to
     account for any ordinary  course changes  thereto  through  Completion) (in
     that the  Purchaser is actually  responsible  for any amount less than that
     reflected thereon).

11.13 Application of Indemnification  Provisions.  The parties hereby agree that
     the  limitations  of the  indemnification  provisions  contained in Clauses
     11.9, 11.10,  11.11 and 11.12 above do not apply to the parties' rights and
     obligations  to defend and hold harmless with regard to third party claims,
     pursuant  to Clause  11.4 above.  Save for the above,  the  parties  hereby
     further  agree  that  the  limitations  of the  indemnification  provisions
     contained  in  Clauses  11.9,  11.10,  11.11,  and 11.12  shall  apply on a
     collective  basis to all  agreements  for  indemnification  entered into in
     respect  of  each  of the  Related  Transactions  as  defined  in the  Head
     Agreement.

12.  TITLE

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

12.2 In so far as the Assets  comprise  the benefit of the  Equipment  Sales and
     Software Licence  Agreement or Computer Service  Agreements or the Computer
     Software  Licenses  or  Computer  arrangements  or any other  contracts  in
     respect of the Acquired  Business which cannot be  effectively  assigned to
     the  Purchaser  without the consent of a third party or except by agreement
     or novation:-

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

     12.2.2 unless and until such consent is obtained or any such other contract
          is novated the  Purchaser  shall for its own benefit and to the extent
          that such Equipment Sales and Software Licence  Agreements of Computer
          Service  Agreements  or  Computer  Software  Licenses  or  such  other
          contracts  in respect of the  Acquired  Business  (as the case may be)
          permit  perform on behalf of the Vendor and the Vendor  shall hold the
          relevant  Equipment Sales and Software  Licence  Agreement or Computer
          Service Agreement or Computer Software Licence or such other contracts




          in respect of the Acquired  Business as bare trustee for the Purchaser
          for  consideration  and shall  sub-contract any work arising from such
          contracts  to the  Purchaser  to the intent  that the Vendor  does not
          benefit from such contracts;

     12.2.3 if  and  to  the  extent  that  any  such  contract  incorporates  a
          prohibition  against  holding  on  trust  or any  agency  arrangement,
          pending the obtaining of such  consents,  the Vendor and the Purchaser
          will  make  such  other  arrangements  between  themselves  as  may be
          permissible to implement so far as possible the effect of the transfer
          of the benefit and the burden of such  contracts  to the  Purchaser to
          the intent that the Vendor does not benefit from such contracts.

12.3 The Purchaser shall  indemnify and keep  indemnified the Vendor against all
     costs, claims,  liabilities and expenses arising out of the Equipment Sales
     and Software Licence  Agreement or Computer Service  Agreements (but not in
     the event that the same  arises  from a breach or default by the Vendor) or
     the Computer Software Licence after the Completion Date.

13.  STOCKS

13.1 The parties shall jointly  procure that as soon as  practicable  and in any
     event  within 21 days of the  Completion  Date the value of the Stock as at
     the Completion  Date is determined  upon the same basis as for the purposes
     of the Acquired  Business  Balance Sheet,  but reduced by the amount of any
     prepayment  or  deposits  received by the Vendor or payable to it under the
     Equipment  Sales and Software  Licence  Agreements  prior to the Completion
     Date;

13.2 Any dispute  with respect to the  determination  of the value of the Stocks
     shall be referred for final  settlement to a firm or chartered  accountants
     nominated  jointly  by the  Vendor  and  the  Purchaser  or,  failing  such
     nomination within fourteen (14) days,  nominated,  at the request of either
     of the Purchaser or the Vendor, by the Chairman of the Malaysian  Institute
     of Accountants.  The accountants  shall be entitled to call for and inspect
     the working  papers of the Vendor's  auditors  and such other  documents as
     they may reasonably consider necessary. In making their determination,  the
     accountants  shall act as experts and not as  arbitrators.  Their  decision
     shall (in the  absence  of  manifest  error) be final  and  binding  on the
     parties  and  their  fees  shall be borne and paid but the  Vendor  and the
     Purchaser in such proportions as the accountants may determine.

13.3 The amounts agreed or determined  under the foregoing  sub-clause shall (to
     the extent agreed) be paid to the Vendor  forthwith upon their being agreed
     and (as to any balance) upon the amount being determined.




13.4 The Vendor  shall be liable for payment of all sums which were  outstanding
     at the Completion Date in respect of items included in the Stock.

14.  GUARANTEES

     Guarantee by Eltrax Guarantors

14.1 In consideration  of the Purchaser  entering into this Agreement the Eltrax
     Guarantors  hereby  jointly  and  severally  guarantee  the  due  and  full
     performance by the Vendor of its duties, obligations and undertakings under
     this  Agreement and hereby  undertake to the  Purchaser  that if the Vendor
     shall  fail in any  respect  to  fulfil or shall be in breach of any of its
     duties,   obligations,    warranties,    representations,    covenants   or
     undertakings,  the  Purchaser  shall be at  liberty  to act and the  Eltrax
     Guarantors  shall be liable as if they  were the  party  principally  bound
     thereby.

14.2 In  consideration as aforesaid the Eltrax  Guarantors  hereby covenant with
     the Purchaser that they will indemnify and at all times  hereafter keep the
     Purchaser fully indemnified against all losses damages,  costs and expenses
     which may be  incurred  or  suffered  by it by reason of any default on the
     part of the Vendor in performing  and observing the terms and conditions on
     its party herein contained.

14.3 The Eltrax  Guarantors  hereby agree that any duty,  obligation,  covenant,
     warranty,  agreement or  undertaking  expressed in this Agreement or in the
     Schedules  annexed to this  Agreement to be a duty,  obligation,  covenant,
     warranty,  agreement or undertaking of the Vendor shall be and be construed
     as a duty, obligation, covenant, warranty, agreement and undertaking of the
     Eltrax Guarantors and the Vendor jointly and severally.

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

14.5 Each reference  herein to the Eltrax  Guarantors shall be deemed to include
     their  respective  successors  all of whom shall be bound by the  provision
     hereof.

     Guarantee by AremisSoft

14.6 In  consideration  of the Vendor entering into this  Agreement,  AremisSoft
     hereby  guarantee  the due and full  performance  by the  Purchaser  of its
     duties,  obligations  and  undertakings  under  this  Agreement  and hereby
     undertake to the Vendor that if the Purchaser  shall fail in any respect to
     fulfil or shall be in breach of any of its duties, obligations, warranties,
     representations,  covenants or undertakings, the Vendor shall be at liberty
     to act and  AremisSoft  shall be liable as if it was the party  principally
     bound thereby.

14.7 In  consideration as aforesaid  AremisSoft  hereby covenant with the Vendor
     that it will  indemnify  and at all times  hereafter  keep the Vendor fully
     indemnified  against all losses  damages,  costs and expenses  which may be




     incurred  or  suffered  by it by reason of any  default  on the part of the
     Purchaser in performing and observing the terms and conditions on its party
     herein contained.

14.8 AremisSoft  hereby  agree that any duty,  obligation,  covenant,  warranty,
     agreement or  undertaking  expressed in this  Agreement or in the Schedules
     annexed to this  Agreement to be a duty,  obligation,  covenant,  warranty,
     agreement or  undertaking  of the Purchaser  shall be and be construed as a
     duty,  obligation,   covenant,   warranty,  agreement  and  undertaking  of
     AremisSoft.

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

14.10 Each reference  herein  to  AremisSoft  shall be  deemed  to  include  its
     successors all of whom shall be bound by the provision hereof.

15.  GENERAL

15.1 Notices

     (i)  All notices and  documents  required to be given under this  Agreement
          and all other  communications  between the parties hereto with respect
          to this  Agreement  shall  be in  writing  and  may be  sent by  hand,
          registered post , courier or other postal service,  telex or facsimile
          to the following  addresses or numbers (or to such other  addresses or
          numbers as  notified  by the parties  hereto in  accordance  with this
          Clause):

                  if to the Purchaser       :    c/o Messrs. Zaid Ibrahim & Co.,
                                                 Level 19, Menara Milenium,
                                                 Jalan Damanlela,
                                                 Pusat Bandar Damansara,
                                                 50490 Kuala Lumpur
                                                 Malaysia.

                  Facsimile No.             :    03-2544888 / 03-2544666

                  if to the Vendor  :            c/o Messrs. Lee Ong & Kandiah
                                                 Suite 2.07 - 2.10
                                                 2nd Floor, Wisma Mirama,
                                                 Jalan Wisma Putra,
                                                 50460 Kuala Lumpur
                                                 Malaysia.

                  Facsimile No.             :    03-2447336 / 03-2448760

                  and :-

               (a)  must be in legible writing and in English;




               (b)  can be relied on by the recipient and the recipient will not
                    be liable to any other person for any  consequences  of that
                    reliance if the recipient believes it to be genuine, correct
                    and duly authorised by the sender; and

               (c)  may be given by solicitors on behalf of either party.

          (ii) Any  notice  or  document  or  communication   may  be  given  by
               solicitors   on  behalf  of  either   party  and  any  notice  or
               communication given pursuant to this Agreement shall be deemed to
               be served and received by the addressee:


               (a)  if delivered by hand, at the time of delivery; or


               (b)  if sent by registered post, courier or other postal service,
                    within forty eight (48) hours of despatch or posting; or


               (c)  if  transmitted  by telex or  facsimile,  the  business  day
                    (being a day when  banks  are  open  for  business  in Kuala
                    Lumpur) following transmission by telex or by facsimile.

15.2 Further Assurances

     Each party must do all things  necessary  (including,  but not  limited to,
     executing all documents) to give effect to this Agreement.

15.3 Entire Agreement

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

15.4 Variation

     A variation of any term of this  Agreement must be in writing and signed by
     the parties.



15.5 Assignment

     The rights and obligations of each party under this Agreement are personal.
     They cannot be  assigned,  charged or  otherwise  dealt with,  and no party
     shall attempt or purport to do so, without the earlier  written  consent of
     all the parties save that the  Purchaser may at any time assign all or part
     of the Assets.

15.6 Waivers

     (a)  Waiver  of any  breach  of  this  Agreement  or of any  right,  power,
          authority,  discretion  or remedy  arising upon a breach of or default
          under  this  Agreement,  must be in  writing  and  signed by the party
          granting the waiver.  Any waiver granted by any party pursuant to this
          Clause shall not constitute a waiver of any  subsequent  breach of the
          same or any other terms of conditions of this Agreement.

     (b)  A breach of or  default  under  this  Agreement  is not  waived by any
          failure  or delay in  exercising  or  partial  exercise  of any right,
          power, authority, discretion or remedy under this Agreement.

     (c)  A right,  power,  authority,  discretion or remedy  created or arising
          upon a breach of or default under this  Agreement is not waived by any
          failure or delay in the exercise,  or a partial  exercise,  of that or
          any other right, power, authority, discretion or remedy.

15.7 No Merger

     The rights and  obligations  of the parties will not merge on completion of
     any transaction  under this Agreement.  They will survive the execution and
     delivery of any assignment or other  document  entered into for the purpose
     of implementing any transaction.

15.8 Enforceability

     (a)  Any  provision  of,  or the  application  of any  provision  of,  this
          Agreement  which  is  prohibited  in  any  jurisdiction  is,  in  that
          jurisdiction, ineffective only to the extent of that prohibition.

     (b)  Any  provision  of,  or the  application  of any  provision  of,  this
          Agreement which is void,  illegal or unenforceable in any jurisdiction
          does not affect  the  validity,  legality  or  enforceability  of that
          provision in any other jurisdiction or of the remaining  provisions of
          this Agreement in that or any other jurisdiction.

15.9. Governing Law

     This  Agreement  is  governed  by the  laws of  Malaysia  and  the  parties
     irrevocably submit to the jurisdiction of the Malaysian courts.



15.10 Arbitration

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

15.11 Costs

     (a)  Subject  to  paragraph  (b),  each  party  must pay its own  costs and
          expenses  in  respect  of  the   preparation  and  execution  of  this
          Agreement.

     (b)  The  Purchaser  shall  bear  any  stamp  duty  (including   fines  and
          penalties) and  registration  fees chargeable on this Agreement and on
          any  instruments  entered  into under this  Agreement  or  instruments
          required for the purposes of  transferring,  assigning or novating the
          Assets.

15.12 Counterparts

     This Agreement may be executed in one or more  counterparts,  each or which
     shall  be  deemed  to be an  original  and all of which  together  shall be
     considered one and the same agreement.

16.  TAXATION

16.1 The Vendor shall indemnify and keep the Purchaser  indemnified  against all
     losses,  damages,  costs, expenses and outgoings in respect of any Taxation
     related  claim or matter  which the  Vendor  may incur or be liable  for in
     connection  with  or  arising  out  of  the  sale,  disposal,  transfer  or
     conveyance of the Assets to the Purchaser.

17.  NO DISCLOSURE

17.1 Confidentiality

     Subject to Clause 17.2,  each party shall keep the terms of this  Agreement
     confidential.

17.2 Exceptions

     A party may make any disclosures in relation to this Agreement as it thinks
     necessary to:



     (a)  its professional advisers, bankers, financial advisers and financiers,
          if those person undertake to keep information disclosed confidential;

     (b)  comply with any applicable law or requirement of any Public Authority;
          or

     (c)  any  of  its  employees  to  whom  it is  necessary  to  disclose  the
          information  on receipt of an undertaking of that employee to keep the
          information confidential.


17.3     Public announcements


         Except as required by applicable law or the  requirements of any Public
         Authority,  all press releases and other public announcements  relating
         to the  transactions  dealt  with by this  Agreement  must be in  terms
         agreed  by  the  parties.   Furthermore,   any   proposed   disclosure,
         announcement  or press release  shall be discussed  between the parties
         hereto  with the views and wishes of each  party  being duly taken into
         account  in the  drafting  of such  disclosure,  announcement  or press
         release.

17.4 Survival

     This Clause shall survive termination of this Agreement.





           [ THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK ]









EXECUTED by the parties as an agreement on the date first appearing.

The Common Seal of                                   )
ELTRAX SYSTEMS SDN. BHD.                             )
(Company No. 290262-W)                               )
in the presence of :                                 )

- -----------------------------               -----------------------------
Witness                                     Director


Name :                                               Name :
NRIC :                                               NRIC :


SIGNED for an on behalf of                           )
ELTRAX INTERNATIONAL INC.                            )
(Incorporation No.: 25-1369276)                      )
in the presence of:                                  )



- -----------------------------               -----------------------------
Witness                                     Director


Name:                                                Name:
Passport No.:                                        Passport No.:


SIGNED for and on behalf of                          )
VERSO TECHNOLOGIES, INC.                             )
(Incorporation No.: 41-1484525)                      )
in the presence of:                                  )


- -----------------------------               -----------------------------
Witness                                     Director


Name:                                                Name:
Passport No.:                                        Passport No.:


This is the execution  page of the Asset Sale  Agreement  between Eltrax Systems
Sdn. Bhd. as the Vendor, Eltrax International,  Inc., Verso Technologies,  Inc.,
Impact  Level (M) Sdn.  Bhd. as the  Purchaser  and  AremisSoft  Corporation  in
respect of the sale and  purchase of the assets and  business of Eltrax  Systems
Sdn. Bhd..




The Common Seal of                                   )
IMPACT LEVEL (M) SDN. BHD.                           )
(Company No. : 519372-M)                             )
in the presence of :                                 )


- -----------------------------               -----------------------------
Witness                                     Director


Name :                                               Name :
NRIC :                                               NRIC :


SIGNED for and on behalf of                          )
AREMISSOFT CORPORATION                               )
(Incorporation No.:)                                 )
in the presence of:                                  )


- -----------------------------               -----------------------------
Witness                                     Director


Name:                                                Name:
Passport No.:                                        Passport No.:


This is the execution  page of the Asset Sale  Agreement  between Eltrax Systems
Sdn. Bhd. as the Vendor, Eltrax International,  Inc., Verso Technologies,  Inc.,
Impact  Level (M) Sdn.  Bhd. as the  Purchaser  and  AremisSoft  Corporation  in
respect of the sale and  purchase of the assets and  business of Eltrax  Systems
Sdn. Bhd..



                                   SCHEDULE 1








                                   SCHEDULE 2








                                   SCHEDULE 3






                                   SCHEDULE 4


                             The Vendor's Warranties


1.   ACCURACY OF INFORMATION


1.1  Schedules

     The  information  set out in the  Schedules  attached to this  Agreement is
     complete and accurate in all respects

     None of that information is misleading in any material particular,  whether
     by inclusion of misleading  information or omission of material information
     or both.


1.2  Information

     All information  given in with respect to the Business or the Assets by the
     directors of the Vendor to any director  agent or adviser of the  Purchaser
     is accurate in all respects.  None of that information is misleading in any
     material  particular,  whether by inclusion of  misleading  information  or
     omission of material information or both.

1.3  Full disclosure

     The Vendor has disclosed all information which :

     (a)  the Vendor knows, or could reasonably be expected to know after having
          made reasonable enquiries,  is material to be disclosed to a purchaser
          for value of the Assets for the purposes of carrying on the  Business;
          and

     (b)  the Purchaser or any  director,  agent or adviser of the Purchaser has
          requested.

2.   POWER AND AUTHORITY

2.1  Incorporation and power

     The Vendor :

     (a)  is a body corporate duly  incorporated  under the laws of the place of
          its incorporation;

     (b)  has the power to own the Assets and carry on the Business as it is now
          being conducted; and

     (c)  is duly registered and authorised to carry on the Business  throughout
          Malaysia.



2.2  Constituent documents

     To the best  knowledge  and belief of the  Vendor,  the  Business  has been
     conducted in accordance  with the Memorandum and Articles of Association of
     the Vendor.

2.3  Power and authority

     The  Vendor  has the power and  authority  to  execute  and  exchange  this
     Agreement  and perform  and observe all their terms  without the consent of
     any person other than the approval of its members.  This Agreement has been
     duly executed by the Vendor and is a legal,  valid and binding agreement of
     the Vendor enforceable against it in accordance with its terms.

2.4  No restriction on Vendor

     The Vendor is not bound by any  contract  which may  restrict  its right or
     ability  to  enter  into or  perform  this  Agreement.  The  execution  and
     performance  by it of this  Agreement  did not and will not  violate in any
     respect a provision of :

          (i)  a law or  treaty  or a  judgement,  ruling,  order or decree of a
               Public Authority binding on it; or

          (ii) its memorandum or articles of  association  or other  constituent
               documents.

3.   TITLE

3.1  Title

     (a)  The Vendor is the legal and the beneficial  owner of the Assets on the
          Completion; and

     (b)  The Assets will be free and clear from all and any  Encumbrances  upon
          transfer of the same by the Vendor to the  Purchaser  or the person as
          shall have been directed by the Purchaser.

     (c)  There  has been no  exercise,  purported  exercise  or  claim  for any
          Encumbrance  or equity  over any of the Assets and there is no dispute
          directly or indirectly relating to any of the Assets.

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




3.2  Completion

     On Completion:

     (a)  Save and except for the Assets  which are subject to a charge (if any)
          and which  charge  will be  discharged  upon  payment of the  Purchase
          Price,  the Assets and all documents  which are necessary to establish
          the title of the Purchaser to them will be in the  possession or under
          the  control of the Vendor and will be  available  to be handed to the
          Purchaser at Completion; and

     (b)  the Purchaser will acquire the full beneficial ownership of the Assets
          free and clear of any Encumbrances or claims of any person.

4.   SOLVENCY

4.1  Administration, winding up, arrangements, insolvency etc.

     None of the following has occurred and is subsisting,  or is threatened, in
relation to the Vendor:

     (a)  Any step taken (including without limitation,  an application or order
          made,  proceedings  commenced,  a  resolution  passed or proposed in a
          notice of meeting) for :

          (i)  the winding up, dissolution, or administration of the Vendor, or

          (ii) the  Vendor   entering   into  an   arrangement,   compromise  or
               composition  with or assignment  for the benefit of its creditors
               or a class of them.

     (b)  The Vendor:

          (i)  being (or taken to be under applicable legislation) unable to pay
               its debts, other than as the result of a failure to pay a debt or
               claim the subject of a good faith dispute; or

          (ii) stopping  or  suspending,  or  threatening  to stop  or  suspend,
               payment of all or a class of its debts.

     (c)  The  appointment of a receiver,  receiver and manager,  administrative
          receiver  investigator (within the meaning of Parts VIII and IX of the
          Companies  Act  1965) or  similar  officer  to any of the  Assets  and
          undertakings of the Vendor.

     (d)  The service of a notice  pursuant to section 308 (2) of the  Companies
          Act 1965.

4.2  Claim against Asset


     On or before the Completion  Date, no Asset will be, liable to a claim by a
     trustee in bankruptcy or liquidator.

4.3  No solvency declaration

     No solvency declaration (within the meaning of section 257 of the Companies
     Act 1965) has been made or published by the directors of the Vendor.

5.   CONDUCT OF THE BUSINESS

5.1  (a) Conduct of Business

     The  Business  has been  conducted in the ordinary and usual course and not
     otherwise and since the Accounting Date:-

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

          (ii) the  Vendor  has not  borrowed  or raised  any money or taken any
               financial   facility  in  relation  to  the  Business  except  as
               disclosed in writing to the Purchaser;

          (iii)the  Vendor  has  paid  to  the  creditors  of  the  Business  in
               accordance  with their  respective  credit terms and there are no
               amounts owing by the Vendor which have been due for more than six
               (6) weeks.

               So far as the  Vendor  is aware,  the  trading  prospects  of the
               Business  have not been  adversely  affected  as a result  of any
               event or circumstance which has arisen since the Accounting Date.

     (b)  Approvals

               The Vendor has all  necessary  Approvals to carry on the Business
               properly. In respect of each Approval, which is in full force and
               effect as at the Completion Date:-

          (i)  all fees due have been paid;

          (ii) all terms and conditions have been duly complied with;

          (iii)to the best knowledge and belief of the Vendor,  the Vendor knows
               of no factor which might  prejudice its continuance or renewal or
               the grant of a corresponding Approval to the Purchaser; and

          (iv) its details have been  disclosed to the  Purchaser in writing and
               the  Vendor  know of no reason  why it should  not be  capable of
               being  transferred  or  obtained  by the  Purchaser  without  the
               necessity for any special arrangement or expense.



     (c)  Loss of custom

          (i)  The Business has not been  materially  and adversely  affected by
               the loss of any customer,  contract or source of supply or by any
               abnormal  factor not  affecting  a similar  business  to the same
               extent;

          (ii) No  supplier  of the  Business  has ceased or, as a result of the
               acquisition of the Business by the Purchaser, cease supplying the
               Business  or  may  substantially   reduce  its  supplies  to  the
               Business;

          (iii)No customer of the Business has  terminated,  materially  reduced
               or will,  as a result of the  acquisition  of the Business by the
               Purchaser,  terminate or materially  reduce its relationship with
               the Business.

     (e)  Contracts

               No  agreement  has been  terminated  or  has-expired  which could
               reasonably be expected to have a material  adverse  effect on the
               financial performance of the Business.

     (f)  Insurance

          (i)  All  the  Assets  of an  insurable  nature  are  and  have at all
               material  times been insured in amounts  representing  their full
               replacement or  reinstatement  value against fire and other risks
               normally insured in the Business;

          (ii) All  insurance  relating  to the  Business  and  the  Assets  are
               currently  in full force and effect and  nothing has been done or
               omitted to be done which could make any policy void or voidable;

          (iii)Subject to any  provision in the account books and ledgers of the
               Business,  the  debts  as at the date of this  Agreement  will be
               realised to their full face value and are good and collectable in
               the ordinary course of business.

6.   CONTRACTS & ARRANGEMENTS

6.1  Joint arrangements

     The Vendor is not, in relation to the Business :

     (a)  party to any agreement under which it is or will be bound to share the
          profits of the Business, pay any royalties relating to the Business or
          waive or abandon any rights;

     (b)  a  member  of  any  joint  venture,   partnership  or   unincorporated
          association; or



     (c)  does  not  conduct  and has not  conducted  any  part of the  Business
          through a branch, agency or permanent establishment outside Malaysia

6.2  Agreements concerning the Business

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

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

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

7.   MATERIAL CONTRACTS

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

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

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

     (c)  subject to force majeure,  could not readily be fulfilled or performed
          by the  Vendor on time and  without  undue or unusual  expenditure  or
          money and effort if the Business was not sold; or

     (d)  is a contract  under which  payment has already  been  received by the
          Vendor but which requires the performance of services by the Purchaser
          after the Completion Date; or



     (e)  involves   or  is  likely  to   involve   obligations,   restrictions,
          expenditure or receipts of an unusually onerous or exceptional  nature
          and not in the ordinary course of the Business; or

     (f)  other than normal leasing  agreements in respect of the motor vehicles
          and office equipment, is a lease, loan agreement, debenture, guarantee
          or  indemnity  or a letter of credit or a  contract  for hire or rent,
          hire purchase or purchase by way of credit sale or periodical payment;
          or

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

     (h)  will require the Purchaser to pay any commission finder's fees royalty
          or similar payment; or

     (i)  in any way restrict the Vendor's  freedom to carry on the whole or any
          part of the  Business in Malaysia  or  elsewhere  in such manner as it
          thinks fit.

8.   ASSETS

8.1  Ownership

     (a)  Except for current assets subsequently  acquired,  sold or realised in
          the normal  course of business,  the Vendor owned  absolutely,  at the
          Accounting Date, and still owns absolutely all the Assets.

     (b)  The Vendor has not  disposed  of or agreed to dispose of or granted or
          agreed to grant any security or  Encumbrance  in respect of any of the
          Assets.

8.2  Location

     Each Asset is located at the premises of the Vendor (other than any vehicle
     in the course of being used for the  purposes of the  Business,  details of
     which are disclosed by the Vendor in writing to the Purchaser).

8.3  No Impairment

     No notice  has been  served on the  vendor in  respect of any of the Assets
     which might materially impair,  prevent or otherwise interfere with the use
     of or proprietary rights in the Asset or give to any right to terminate any
     Contract.

8.4  Quality

     To the best knowledge and belief of the Vendor, all Assets:-



     (a)  are, or at the time of sale were, of good and merchantable quality;

     (b)  are,  or at the time of sale were,  fit for the purpose for which they
          are or were (as the case may be) intended to be used; and

     (c)  conform,  or  at  the  time  of  sale  conformed,  with  all  relevant
          description, specifications and standards.

8.5  Assets Sufficient for the Business

     (a)  The Assets  comprise of all assets now used in the  Business and which
          are necessary for the continuation of the Business now carried on.

     (b)  The Stocks are sufficient for the normal requirements of the Business.

     (c)  The work in  progress  included  in the Stock is at its  normal  level
          having regard to current  orders  included in the Equipment  Sales and
          Software Licence Agreements and to orders reasonably  anticipated from
          customers of the Business.

     (d)  The Stocks of all  materials,  packaging  materials and finished goods
          included in the Stocks are not  excessive and are adequate in relation
          to the current trading requirements of the Business.

8.6  Fixed Assets

     The  details of the fixed  assets as  disclosed  in this  Agreement  and as
     disclosed in writing to the Purchaser are complete and accurate.

8.7  Stocks

     (a)  The Stocks are of satisfactory  quality and saleable at normal selling
          prices.

     (b)  None  of  the   Stocks  is   obsolete,   unusable,   unmarketable   or
          inappropriate  or of limited  nature in relation to the  Business  and
          none of the Equipment Sales and Software  Licence  Agreement is likely
          to result in this being untrue.

8.8  Stamping of Documents

     All documents  which in any way affect the right,  title or interest of the
     Vendor in or to any of the  Assets and which  attract  stamp duty have been
     duly stamped  within the requisite  period for stamping in accordance  with
     the Stamp Act 1949.

9.   THE CONTRACTS

9.1  Disclosure of Contracts

     The Equipment Sales and Software  Licence  Agreements and Computer  Service
     Agreements  and the Office Lease  constitute  all the  contracts  and other
     engagements  referable  to the Business to which the Vendor is now a party,
     apart from the contracts of employment with its employees.



9.2  Nature of Contracts

     None of the Contracts is:-

     (a)  of an unusual, abnormal or onerous nature;

     (b)  for fixed term of more than six (6) months;

     (c)  is of a long term nature (i.e.  incapable of performance in accordance
          with its terms  within  six (6)  months  after  the date  which it was
          entered into or undertaken);

     (d)  will be incapable of termination  in accordance  with its terms by the
          Purchaser on 60 days' notice or less;

     (e)  is of a loss  making  nature  (i.e.  known by the  Vendor to have been
          likely to result in a loss to the Vendor on completion or  performance
          if the Vendor had not sold the Business);

     (f)  will not be capable of being  readily  fulfilled  or  performed by the
          Purchaser on time  without  undue or unusual  expenditure  or money or
          personnel;

     (g)  will not involve payment by the Purchaser by reference to fluctuations
          in the index of retail prices;

     (h)  was entered  into in any way  otherwise  than in the normal  course of
          Business.

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

     (a)  in  default  under any of the  Equipment  Sales and  Software  Licence
          Agreement or Computer  Service  Agreements  or in respect of any other
          obligations  or  restrictions  upon it in relation to the Business nor
          has it waived any rights or privileges under any of them;

     (b)  in default under any provision existing by reason of membership of any
          association or body relating to the Business;

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

9.4  No  threat  or  claim  under  the  Equipment  Sales  and  Software  Licence
     Agreements  and/or the Computer  Service  Agreements  and/or the Assets has
     been made and is  outstanding  against  the  Vendor  and  there is  nothing
     whereby any of the Equipment Sales and Software Licence  Agreements  and/or
     Computer  Service  Agreements  may be  terminated or rescinded by any other



     party or the Business and/or the Assets  prejudiced as a result of anything
     done or omitted or permitted to be done by the Vendor.

9.5  Neither the Vendor nor any other party to any agreement  with the Vendor is
     in default under such agreement  being a default which would be material in
     the context of the financial or trading  position of the Business or in the
     context  of its  Assets  not (as far as the  Vendor is aware) are there any
     circumstances likely to give rise to such a default.

9.6  Subject to the provision in the account  books and ledgers,  the Vendor has
     not  manufactured  or sold any  products  which  were or are or will in any
     material  respect  faulty or defective or which did not or do not comply in
     any material  respect with any warranties or  representations  expressly or
     impliedly  made by the  Vendor  or with  all  applicable  laws  regulations
     standards and requirements.

10.  EMPLOYEES

10.1 Disclosure

     To the best  knowledge  and belief of the  Vendor,  the Vendor has  records
     disclosing in substance :

     (a)  the position and age of each Employee;

     (b)  all  remuneration  and other  benefits  paid to or  conferred  on each
          Employee;

     (c)  the period of service of each  Employee and their accrued long service
          leave, annual leave, sick entitlements;

     (d)  each  written  contract  of service  or  consultancy  relating  to the
          Business to which the Vendor is a party; and

     (e)  each oral  contract of service or  consultancy  between the Vendor and
          any person in relation to the Business.

10.2 Unions

     The  Vendor is not a party to any  agreement  with any union or  industrial
     organisation in respect of the Employees and their employment.

10.3 Compliance With Law

     To the best knowledge and belief of the Vendor, the Vendor has, in relation
     to each Employee,  complied in all material  respects with all  legislation
     (including  without  limitation  the  Workers  Compensation  Act 1952,  the
     Employees  Provident fund Act 1991, the Employees Social Security Act 1969,
     the Occupational Safety and Health Act 1994 and the Factories and Machinery
     Act 1967)  collective  agreements  orders,  awards and codes of conduct and
     practice  relevant to conditions of service and to the relations between it
     and its  employees  and any trade union save for possible  excessive  noise
     levels.



10.4 Industrial Disputes

     To the best  knowledge  and  belief  of the  Vendor,  the  Vendor is not in
     relation to the Business involved in and there are no present circumstances
     which are  likely to give rise to any  industrial  or trade  dispute or any
     dispute  or any  dispute  or  negotiations  regarding  a claim of  material
     importance  with  any  trade  union  or  association  of  trade  unions  or
     organisation or body of employees.

10.5 Disciplinary Measures

     To the  best  knowledge  and  belief  of the  Vendor,  there  have  been no
     disciplinary  measures involving  dishonesty  (including warnings) taken in
     relation to any Employees in the period of 6 months before the date of this
     Agreement.

10.6 Termination Of Employment

     To the best knowledge and belief of the Vendor, no Employee :

     (a)  has given unexpired notice terminating his contract of employment; or

     (b)  is under notice of dismissal.

10.7 Amounts Due

     To the best  knowledge  and  belief of the  Vendor,  no amount due to or in
     respect of any Employee is in arrears and unpaid other than current  salary
     for the relevant period at the date of this Agreement.

10.8 Liability To Public Authority

     To  the  best  knowledge  and  belief  of the  Vendor,  the  Vendor  has no
     outstanding  liability  to pay to any Public  Authority  any  contribution,
     Taxes or  other  impost  arising  in  connection  with  the  employment  or
     engagement of personnel by the Vendor in relation to the Business.

10.9 Occupational Health And Safety

     To the best knowledge and belief of the Vendor, the Vendor has not breached
     any  legislation  or  Approval  relating  to the  health  or  safety of the
     Employees.

11.  COMPLIANCE WITH LEGISLATION AND ABSENCE OF DISPUTES

11.1 No contravention of legislation

     To the best of its knowledge  and belief after due enquiry,  the Vendor has
     not, nor has any of its officers, agents or employees, committed or omitted
     to do  any  act  or  thing  the  commission  or  omission  of  which  is in
     contravention of any legislation.



11.2 Disputes

     Neither the Vendor or any person for whom it may be vicariously  liable, is
     or has been in the period from the  execution of this  Agreement  until the
     Completion  Date,  engaged  in  any  prosecution,  litigation,  arbitration
     proceedings  or  administrative  or  governmental  challenge as  plaintiff,
     defendant, third party or in any other capacity in respect of the Business.
     There are no such matters  pending or threatened in respect of which verbal
     or written  communication  has been  given or  received  by or against  the
     Vendor.  There  are no facts or  disputes  which  may give rise to any such
     matters.

13.  RECORDS AND CORPORATE MATTERS

13.1 Accounts and records

     To the best  knowledge  and  belief of the  Vendor,  all  accounts,  books,
     ledgers and financial  and all other records of the Vendor  relating to the
     Business :

     (a)  have been fully and  properly  maintained  and  contain  complete  and
          accurate  records of all matters required to be entered in them by any
          relevant legislation;

     (b)  do not contain or reflect any material inaccuracies or discrepancies;

     (c)  give a true  and  fair  view of the  trading  transactions,  state  of
          affairs, financial and contractual position and assets and liabilities
          of the Vendor in respect of the Business;

     (d)  have been prepared in accordance with applicable  accounting standards
          in Malaysia;

     (e)  are in the possession and unqualified control of the Vendor; and

     (f)  for employee records,  contain adequate and suitable records regarding
          the service of each of its employees and payments,  contributions  and
          deductions  pursuant to the  Employees  Provident  Fund Act 1991,  the
          Employee Social Security Act 1969, the Workmen's Compensation Act 1992
          and the Income Tax 1967.

13.2 No Material Changes

     The accounts, books and ledgers of the Vendor truly and fairly disclose all
     the Assets and Agreed  Liabilities of the Business as the  Accounting  Date
     and there have been no material  changes and no material  deterioration  in
     the financial  position of the Vendor since the Accounting  Date other than
     as disclosed to the  Purchaser in writing and no  extraordinary  items have
     occurred  during the periods between the Accounting Date and the Completion
     Date.



14.  POWERS OF ATTORNEY

14.1 Powers of Attorney

     There is no power of attorney or other authority in force by which a person
     is able to bind the Vendor in relation to the Assets or the Business  other
     than normal authorities under which officers or employees of the Vendor may
     conduct the Business in the ordinary course.

14.2 Offers

     No outstanding  offer,  tender,  quotation or the like given or made by the
     Vendor  relating to the Assets or the Business is capable of giving rise to
     a contract merely by any unilateral act of a third party, other than in the
     ordinary course of business and on terms calculated to yield a gross profit
     margin consistent with that usually obtained by the Vendor.

15.  CONSEQUENCES OF ACQUISITION OF THE BUSINESS BY THE PURCHASER

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

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

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

15.3 give  rise to or cause  to  become  exercisable  any  right of  pre-emption
     relating to the Business or any of the Assets;

15.4 result in a breach of or constitute a default under:-

     (a)  the terms, conditions or provisions of any agreement or instrument; or

     (b)  any order,  judgement or decree of any court or governmental agency to
          which  the  Vendor  is a party  of by  which  the  Vendor  is bound in
          relation to the Business,

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

15.5 will not require  the  authorization,  consent,  approval or licence of any
     third party.




16.  PROPERTIES

16.1 Additional Leasehold Matters

     (a)  the  Vendor  has paid all rents due and  observed  and  performed  the
          covenants on the part of the tenant;

     (b)  all consents and approvals required from the landlord and any superior
          landlord  under the Office Lease have been  obtained and the covenants
          on the part of the tenancy  contained in the  consents  and  approvals
          have been duly performed and observed.

     (c)  there are no rent  reviews  under  the  Office  Lease or any  superior
          lease.

     (d)  there is no  outstanding  and  unobserved or  unperformed  obligations
          necessary to comply with any notice or other requirements given by the
          landlord  or any  superior  landlord  under  the  Office  Lease or any
          superior lease.

     (e)  there is no  obligation  to reinstate  the Office Lease by removing or
          dismantling   any  alteration  made  to  it  by  the  Vendor  and  any
          predecessor to the Vendor.

19.  MATERIAL INFORMATION

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

     (a)  no fact or matter  material  to the value of the Assets or  materially
          affecting the aggregate value of the Assets; and

     (b)  no fact or matter materially affecting the Business.

          which has not been  disclosed to the Purchaser  and the  disclosure of
          which  might   reasonably   be  expected   materially  to  affect  the
          willingness   of  the   Purchaser   to  acquire   the  Assets  at  the
          Consideration  or the terms upon which the acquisition is made (on the
          assumption  that the Purchaser will use such Assets for the purpose of
          carrying on the  Business)  and for the purposes of Clause  19.1,  the
          aggregate of any claims under this warranty  which total less than the
          equivalent of USD10,000.00 shall not be considered material.

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




20.  GUARANTEES AND WARRANTIES

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


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