<SEQUENCE>2

<FILENAME>0002.txt

<DESCRIPTION>EXHIBIT 2.1

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                          AGREEMENT AND PLAN OF MERGER





                  This AGREEMENT AND PLAN OF MERGER (the "Agreement") is dated

as of September __, 2000 among Vertex Interactive, Inc., a New Jersey

corporation ("Parent"), Rensoft Acquisition Corp., a Delaware corporation and a

wholly-owned subsidiary of Parent ("Merger Sub"), and Renaissance Software,

Inc., a Delaware corporation (the "Company"). Certain capitalized terms used

herein are defined in Section 13.13.



                               W I T N E S E T H:





                  WHEREAS, each of the stockholders of the Company owns the

number of shares of capital stock of the Company set forth opposite such

stockholder's name on Exhibit A;



                  NOW, THEREFORE, in consideration of the premises and of the

mutual covenants and agreements herein contained and for other good and valuable

consideration, the receipt whereof is hereby acknowledged, the parties hereto

agree as follows:





                                    ARTICLE I



                                     MERGER



                  1.1 MERGER. The parties have executed this Agreement for

purposes of setting forth a plan of reorganization under the provisions of

Section 368(a)(1)(A) and (a)(2)(D) of the Code and the rules and regulations

promulgated thereunder. To that end, each of the stockholders of the Company

shall exchange such stockholder's shares of Company Stock by virtue of this plan

of merger for shares of common stock, par value $.005 per share, of Parent (the

"Parent Common"), all in accordance with the terms of this Agreement.



                  1.2 SURVIVING CORPORATION. At the Effective Date of the Merger

(as defined in Section 1.3), Merger Sub shall be merged (the "Merger") with and

into the Company in accordance with this Agreement and the General Corporation

Law of the State of Delaware (the "GCL"), whereupon the separate existence of

Merger Sub shall cease (except as it may be continued by operation of law), and

the Company shall continue as the surviving corporation under the name

"Renaissance Software, Inc.". The Company, in its capacity as the corporation

surviving the Merger, sometimes is referred to herein as the "Surviving

Corporation".



                  1.3 CONSUMMATION OF THE MERGER. On the Closing Date (as

defined in Section 4.1), the Company and Merger Sub shall file or cause to be

filed a certificate of merger with the Secretary of State of the State of

Delaware and make all other filings or recordings required by the GCL in

connection with the Merger. The Merger shall be effective at such time as the

certificate of merger is duly filed with the Secretary of State of the State of

Delaware or at such later time, not later than five business days thereafter, as

may (with the consent of Parent

















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and the Company) be specified in such certificate of merger (the "Effective Date

of the Merger").



                  1.4 FURTHER ASSURANCES. At and after the Effective Date of the

Merger, the officers and directors of the Surviving Corporation will be

authorized to execute and deliver, in the name and on behalf of the Company or

Merger Sub, any deeds, bills of sale, assignments or assurances and to take and

do, in the name and on behalf of the Company or Merger Sub, any other actions

and things to vest, perfect or confirm of record or otherwise in the Surviving

Corporation any and all right, title and interest in, to and under any of the

rights, properties or assets of the Company acquired or to be acquired by Merger

Sub as a result of, or in connection with, the Merger.





                                   ARTICLE II



                         CERTIFICATES OF INCORPORATION;

                      BY-LAWS; BOARD OF DIRECTORS; OFFICERS



                  2.1 CERTIFICATE OF INCORPORATION. The Certificate of

Incorporation of Merger Sub, as amended by the Certificate of Merger, shall be

the Certificate of Incorporation of the Surviving Corporation until further

amended in accordance with applicable law; provided that such Certificate of

Incorporation shall be amended to change the name of such corporation to

"Renaissance Software, Inc.".



                  2.2 BY-LAWS. The By-laws of Merger Sub as in effect at the

Effective Date of the Merger shall be the By-laws of the Surviving Corporation

until amended in accordance with applicable law.



                  2.3 BOARD OF DIRECTORS; OFFICERS. From and after the Effective

Date of the Merger, until their successors shall have been duly elected or

appointed in accordance with applicable law, the officers of the Surviving

Corporation shall be the officers of the Company except that each of Nicholas

Toms and Hugo Biermann shall be joint Chairman, and Raymond Broek shall be Chief

Financial Officer and Treasurer. The directors of Merger Sub at the Effective

Date of the Merger, which shall include Louis Schilt and Robert Schilt, shall be

the directors of the Surviving Corporation.





                                   ARTICLE III



                               CONVERSION OF STOCK



                  3.1 CONVERSION OF STOCK. On the Effective Date of the Merger,

by virtue of the Merger and without any action on the part of Parent, Merger

Sub, the Company or the holder of any of the securities described below:



                  (a) each share of Company Stock held by the Company as

treasury stock, if any, shall be canceled, without the payment of any

consideration therefor;





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                  (b) each share of Company Stock which is outstanding shall be

converted into the right to receive 0.85 shares of Parent Common (such number

being referred to as the "Exchange Ratio"); and



                  (c) each share of Merger Sub Common which is outstanding shall

be canceled and extinguished and converted into one share of Common Stock of the

Surviving Corporation ("Surviving Company Common").



                  3.2 CLOSING OF COMPANY TRANSFER BOOKS. On the Effective Date

of the Merger, the stock transfer books of the Company shall be closed with

respect to shares of the Company Stock outstanding immediately prior to the

Effective Date of the Merger and no transfer of such shares of the Company Stock

shall thereafter be made on such stock transfer books. If, on or after the

Effective Date of the Merger, valid certificates representing any such shares of

the Company Stock are presented to Parent, they shall be exchanged as provided

in Section 3.3.



                  3.3 EXCHANGE OF CERTIFICATES. (a) On and after the Effective

Date of the Merger, each holder of shares of Company Stock shall be entitled to

receive a certificate or certificates representing the aggregate number of

shares of Parent Common to which such stockholder is entitled as a holder of the

shares of Company Stock immediately prior to the Effective Date of the Merger

reduced, in the case of each stockholder, by such stockholder's Pro Rata Share

(as defined in Section 13.13) of the Escrow Shares (as defined below) to be

deposited in escrow as set forth below (the amount of Parent Shares to which

such stockholder is so entitled and such stockholder's Pro Rata Share of the

Escrow Shares is set forth in Section 5.2 of the Disclosure Schedule). On the

Effective Date of the Merger, certificates representing 20% of Robert Schilt's

and Louis Schilt's shares and 5% of all other stockholders' shares (the "Escrow

Shares") shall be delivered to the Escrow Agent as provided in the Escrow

Agreement (as both of those terms are defined in Section 9.5).



                  (b) As soon as reasonably practicable after the Effective Date

of the Merger, Parent shall mail or otherwise deliver to each holder of record

of a certificate or certificates which immediately prior to the Effective Time

represented outstanding shares of Company Stock (the "Certificates") whose

shares are converted pursuant to Section 3.1(b) into the right to receive shares

of Parent Common (i) a letter of transmittal (which shall specify that delivery

shall be effected, and risk of loss and title to the Certificates shall pass,

only upon delivery of the Certificates to Parent and shall be in such form and

have such other provisions as Parent may reasonably specify) and (ii)

instructions for use in effecting the surrender of the Certificates in exchange

for certificates representing shares of Parent Common. Upon surrender of a

Certificate for cancellation to Parent, together with such letter of transmittal

duly executed and completed in accordance with its terms, the holder of such

Certificate shall be entitled to receive in exchange therefor a certificate

representing that number of shares of Parent Common which such holder has the

right to receive pursuant to the provisions of this Article III, and the

Certificate so surrendered shall forthwith be canceled. In no event shall the

holder of any Certificate be entitled to receive interest on any funds to be

received in the Merger. In the event of a transfer of ownership of Company Stock

which is not registered in the transfer records of the Company, a certificate

representing that number of shares of Parent Common may be issued to a

transferee if the Certificate representing such Company Stock is presented to

Parent accompanied by all





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documents required to evidence and effect such transfer and by evidence that any

applicable stock transfer taxes have been paid.



                  3.4 NO FRACTIONAL SHARES. No scrip or fractional share

certificates of Parent Common shall be issued as a result of the Merger, but in

lieu of each fractional interest, Parent shall issue one full share of Parent

Common for each fractional share equal to one-half or more of one share, and

each fractional share equal to less than one-half of one share shall be

eliminated.



                  3.5 STOCK OPTIONS. (a) Subject to the terms and conditions of

the Company's 1998 Renaissance Software, Inc. Employee Stock Option Plan and the

Warrant Agreements between the Company and each of Robert Schilt and Louis

Schilt (together, the "Company Option Plans") and the stock option agreements

executed and the warrants outstanding pursuant thereto, the Company Option Plans

and each option or warrant to purchase Company Stock granted thereunder that is

outstanding on the Effective Date of the Merger shall be assumed by Parent and

continued in accordance with its respective terms and each such option or

warrant shall become a right to purchase a number of shares of Parent Common, as

more fully described below.



                  (b) At the Effective Date of the Merger, each outstanding

option or warrant to purchase shares of Company Stock (a "Company Stock Option")

under the Company Option Plans, whether vested or unvested, shall be deemed to

constitute an option to acquire, on the same terms and conditions as were

applicable under such Company Stock Option, a number of shares of Parent Common

equal to the product (rounded down to the nearest whole share) of (i) the number

of shares of Company Stock issuable upon exercise of the option or warrant

immediately prior to the Effective Date of the Merger and (ii) the Exchange

Ratio; and the exercise price per share of Parent Common at which such option or

warrant is exercisable shall be the amount (rounded up to the nearest whole

cent) obtained by dividing (x) the exercise price per share of Company Stock at

which such option or warrant is exercisable immediately prior to the Effective

Date of the Merger by (y) the Exchange Ratio; provided, however, that, in the

case of any Company Stock Option to which Section 421 of the Code applies by

reason of its qualification under any of Sections 422-424 of the Code

("qualified stock options"), the exercise price, the number of shares

purchasable pursuant to such option and the terms and conditions of exercise of

such option shall be determined in order to comply with Section 425(a) of the

Code.



                  (c) As soon as practicable after the Effective Date of the

Merger, Parent shall deliver to the participants in the Company Option Plans

appropriate notices setting forth such participants' rights pursuant thereto and

that the grants pursuant to the Company Option Plans shall continue in effect on

the same terms and conditions (subject to the adjustments required by this

Section after giving effect to the Merger), and providing for the assumption by

Parent of such participant options. Parent shall comply with the terms of the

Company Option Plans and ensure, to the extent required by, and subject to the

provisions of, the Company Option Plans, that the Company Stock Options which

qualified as qualified stock options prior to the Effective Date of the Merger

continue to qualify as qualified stock options after the Effective Date of the

Merger.



                  (d) Parent shall take all corporate action necessary to

reserve for issuance a sufficient number of shares of Parent Common for delivery

under the Company Option Plans as





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adjusted in accordance with this Section. Parent shall, within 15 days after

such time as financial results covering at least 30 days of combined operations

of Parent and the Company have been published by Parent in its annual report to

the SEC, file a registration statement on Form S-8 promulgated by the SEC under

the Securities Act (or any successor or other appropriate form) with respect to

the Parent Common subject to the Company Stock Options and shall use its

reasonable best efforts to maintain the effectiveness of such registration

statement or registration statements (and maintain the current status of the

prospectus or prospectuses contained therein) for so long as such options remain

outstanding. With respect to those individuals who subsequent to the Merger will

be subject to the reporting requirements under Section 16(a) of the Exchange

Act, where applicable, Parent shall administer the Company Option Plans in a

manner that complies with Rule 16b-3 promulgated under the Exchange Act.



                                   ARTICLE IV



                                     CLOSING



                  4.1 CLOSING. The closing of the transactions contemplated

hereby (the "Closing") shall take place on the first business day (the "Closing

Date") following satisfaction of all of the conditions to closing set forth in

Articles VIII and IX, at the offices of Milbank, Tweed, Hadley & McCloy LLP, One

Chase Manhattan Plaza, New York, New York 10005, or at such other time and such

other location as may be agreed upon by the parties.



                  4.2 DELIVERIES AT CLOSING.



                  (a) At the Closing, the Company shall deliver to Parent:



                  (i) certified copies of the Company's Certificate of

         Incorporation, By-laws and corporate resolutions with respect to the

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