<SEQUENCE>3

<FILENAME>0003.txt

<DESCRIPTION>EXHIBIT 10.18

<TEXT>







                           AGREEMENT FOR THE PURCHASE

                               AND SALE OF ASSETS



                                     Between



                 AremisSoft Corporation, a Delaware corporation,

                                  as Purchaser,

                 Eltrax Systems, Inc., a Minnesota corporation,

           and Eltrax Hospitality Group, Inc., a Georgia corporation,

                                    as Seller





     This  Agreement  for the Purchase and Sale of Assets (the  "Agreement")  is

made this 28th day of September, 2000, by and among AremisSoft Corporation ( the

"Purchaser"),  a  Delaware  corporation,   Eltrax  Systems,  Inc.,  a  Minnesota

corporation  ("ESI"),  and Eltrax Hospitality Group, Inc., a Georgia corporation

("EHGI"),  and provides for the  Purchaser to acquire  substantially  all of the

assets of EHGI,  subject to the  liabilities  assumed in this  Agreement  by the

Purchaser and no other liabilities.  All references to dollars in this Agreement

refer to United States dollars unless otherwise specified.



     WHEREAS,  the Purchaser desires to acquire, on the terms and subject to the

conditions  reflected  below,  the  business  of  EHGI  insofar  as the  same is

conducted through the use of the Acquired Assets; and



     WHEREAS,  ESI and EHGI  believe  that it is  desirable  and in  their  best

interests to sell the Acquired Assets to the Purchaser;



     NOW, THEREFORE,  the parties to this Agreement for the Purchase and Sale of

Assets do hereby agree as follows:



                                    ARTICLE I

                                   DEFINITIONS



     As used in this Agreement,  the capitalized  terms identified below in this

Article I shall have the meanings indicated, and variants and derivatives of the

following terms shall have correlative  meanings.  To the extent that certain of

the definitions set forth below express  agreements  between or among parties to

this  Agreement,  or contain  representations  or  warranties  or covenants of a

party, the parties agree to the same by execution of this Agreement. The parties

to this  Agreement  agree  that  agreements,  representations,  warranties,  and

covenants  expressed in any part or provision  of this  Agreement  shall for all

purposes  of this  Agreement  be  treated  in the  same  manner  as  other  such

agreements,  representations,  warranties,  and covenants contained elsewhere in

this Agreement,  and the Article or Section of this Agreement  within which such

an  agreement,  representation,  warranty,  or  covenant  appears  shall have no

separate meaning or effect on the same.





<PAGE> 2





     1.1    [Omitted]



     1.2 Acquired Assets: The assets to be acquired by the Purchaser pursuant to

the  terms  hereof,  as  identified  on  Section  1.2 of the  Acquired  Business

Disclosure  Document  attached  hereto,   including,  but  not  limited  to  all

Intellectual  Property and Software Products used in the Acquired Business,  and

all  other  assets  of EHGI,  tangible  or  intangible  (including  contractual,

warranty,  and other rights), the use or value of which is related to the assets

so identified.



     1.3 Acquired  Business:  The  businesses  in which the Acquired  Assets are

utilized,  as  described  on Section  1.3 of the  Acquired  Business  Disclosure

Document attached hereto.



     1.4 Acquired  Business Balance Sheet: The balance sheet as at July 31, 2000

or, if available prior to the Closing, the balance sheet as at the date provided

for in Section  8.1(15)  included in the Unaudited  Financial  Statements of the

Acquired Business, excluding the Excluded Assets.



     1.5 Acquired Business  Disclosure  Document:  The document delivered by ESI

and  EHGI to the  Purchaser  containing  certain  disclosures  relative  to this

Agreement, a copy of which is attached to this Agreement as Exhibit 1.5.



     1.6  Acquired  Facilities:  All  warehouses,   stores,  plants,  production

facilities,  manufacturing  facilities,  processing  facilities,  fixtures,  and

improvements  owned or leased by EHGI or otherwise  used in  connection with the

operation of the Acquired  Business or leased or subleased to others,  but  only

to the extent that the same consist of Acquired Assets.



     1.7 Affiliate:  When used with respect to a person,  an "affiliate" of that

person is a person Controlling, Controlled by, or under common Control with that

person.



     1.8  Agreement:  This  Agreement  for the  Purchase  and  Sale  of  Assets,

including  all of its Schedules  and Exhibits  specifically  referred to in this

Agreement  that have been or are to be delivered by a party to this Agreement to

another such party in connection  with the  Transaction or this  Agreement,  and

including all duly adopted amendments,  modifications,  and supplements to or of

this Agreement and such Schedules and Exhibits.



     1.9  Assumed  Liabilities:  The  Liabilities  of EHGI to be  assumed by the

Purchaser pursuant to this Agreement,  as specifically identified in Section 1.9

to the  Acquired  Business  Disclosure  Document or as  described on Section 6.5

below, and no other Liabilities.



     1.10  Business  Day:  Any day that is not a Saturday,  Sunday,  or a day On

which banks in New York, New York, are authorized to close.



     1.11 Closing: The completion of the Transaction, to take place as Described

in Article II.



     1.12 Closing Date: The date on which the Closing actually occurs, as agreed

by the parties, but shall not in any event be prior to satisfaction or waiver of

the conditions to Closing set forth in Article VIII hereof.



<PAGE> 3





     1.13 Closing Time:  The time at which the Closing  actually  occurs,  which

shall take place at 5:00 p.m. eastern daylight time, on the Closing Date, unless

otherwise  agreed by the parties.



     1.14 Code:  The Internal  Revenue Code of 1986, as amended and in effect at

the time of execution of the Agreement.



     1.15 [Omitted]



     1.16  Consideration:  The net sum of $7,965,000 to be paid by the Purchaser

to ESI or EHGI at the Closing for the Acquired Assets.



     1.17  Control:  Generally,  the power to direct the affairs of an Entity by

reason of either (i) owning or controlling the right to vote a sufficient number

of shares of voting  stock or other  voting  interest  of such  Entity,  or (ii)

having the right to direct the general  management of the affairs of such Entity

by contract or otherwise.



     1.18  Counsel  to ESI and EHGI:  Jaffe,  Raitt,  Heuer & Weiss,  P.C.,  One

Woodward Avenue, Suite 2400, Detroit, MI 48226.



     1.19  Counsel to the  Purchaser:  Bartel Eng Linn &  Schroder,  300 Capitol

Mall, Suite 1100, Sacramento, CA 95814.



     1.20  Entity:  A  corporation,   partnership,  sole  proprietorship,  joint

venture,  or other form of  organization  formed for the  conduct of a business,

whether active or passive.



     1.21 ERISA: The Employee  Retirement Income Security Act of 1974 as amended

and in effect at the time of execution of this Agreement.



     1.22 [Omitted]



     1.23 Excluded Assets: Notwithstanding the definition of the Acquired Assets

or the Acquired Business,  the assets identified in Section 1.23 of the Acquired

Business Disclosure Document shall not be deemed part of the Acquired Assets.



     1.24 GAAP:  Generally accepted accounting  principles,  as in effect in the

United  States  on the  date of any  statement,  report  or  determination  that

purports to be, or is required to be, prepared or made in accordance with "GAAP"

consistently applied throughout the periods to which reference is made.



     1.25 HSR Act: The Hart-Scott-Rodino  Antitrust Improvements Act of 1976, as

amended.



     1.26  Intellectual  Property:  All Software  Products  (including,  but not

limited to, all versions, renewals, modifications and extensions of any Software

Product),  patents,  patent  applications,  trade and service  marks,  trade and

service mark  registrations,  trade names,  copyrights,



<PAGE> 4



licenses, sublicenses,  inventions, trade secrets, technology,  know-how, domain

names, customer lists, prospect lists and other similar intangible property.



     1.27 Inventories: The stock of raw materials,  work-in-process and finished

goods, including but not limited to finished goods purchased for resale, held by

EHGI for  manufacturing,  assembly,  processing,  finishing,  sale, or resale to

others (including other Subsidiaries or divisions of EHGI), from time to time in

the  ordinary  course  of the  business  of  EHGI  in the  form  in  which  such

inventories  then  are  held  or  after  manufacturing,  assembling,  finishing,

processing, incorporating with other goods or items, refining, or the like.



     1.28 IRS: The United States Internal Revenue Service.



     1.29  Liabilities:  At any  point in time  (the  Determination  Time),  the

obligations  of a person or Entity,  whether  known or  unknown,  contingent  or

absolute,  recorded on its books or not,  arising or  resulting  in any way from

facts, events, agreements, obligations or occurrences that existed or transpired

at a  prior  point  in  time,  or  resulted  from  the  passage  of  time to the

Determination Time.



     1.30 Local Counsel: Special counsel retained by the Purchaser, ESI or EHGI,

as the case may be, to advise as to certain matters of state law or local law in

states or  localities in which the  Purchaser,  ESI or EHGI, as the case may be,

desires such Local Counsel.



     1.31  Multiemployer  Plan:  A  "multiemployer  plan," as  defined  in ERISA

Section  3(37) or  Section  414(f) of the Code,  or, in either  case,  successor

provisions to such provisions adopted by amendments to ERISA or the Code, as the

case may be, and regulations adopted under ERISA or the Code.



     1.32 Parent: An Entity which Controls,  directly or indirectly,  or through

one or more intermediaries, a Subsidiary.



     1.33 [Omitted]



     1.34  Payables:  Liabilities of a party arising from the borrowing of money

or the incurring of obligations for services, merchandise or goods purchased.



     1.35 [Omitted]



     1.36 [Omitted]



     1.37 Pension Plan: A "pension plan" or "employee  pension benefit plan," as

defined in  Section  3(2) of ERISA or  successor  provisions  to such  provision

adopted by  amendments  to ERISA or any  regulations  adopted under ERISA or the

Code.



     1.38 [Omitted]



<PAGE> 5





     1.39  Projections:  The  projections  of economic  results of the  Acquired

Business,  prepared by ESI or EHGI on a monthly basis through  December 31, 2000

and delivered to the  Purchaser  pursuant to the terms of this  Agreement.  Such

Projections  include,  separately and consolidated,  projected financial results

for each  separate  business  operation  of the  Acquired  Business and for each

separate facility of the Acquired Business.



     1.40 Proprietary Rights: Trade secrets,  copyrights,  patents,  trademarks,

service  marks,  customer  lists,  and all similar types of intangible  property

developed,  created or owned by EHGI in connection with the Acquired Assets,  or

used by EHGI in  connection  with  its  business,  whether  or not the  same are

entitled to legal protection.



     1.41 Purchaser: AremisSoft Corporation, a Delaware corporation.



     1.42  Receivables:   Accounts  receivable,   notes  receivable,  and  other

obligations  appearing as assets on the books of EHGI, and customarily reflected

as assets in  balance  sheets of  entities  prepared  in  accordance  with GAAP,

indicating moneys owed to EHGI.



     1.43 [Omitted]



     1.44 [Omitted]



     1.45 Software Products: Any instruction or instructions,  in source-code or

object code format,  for  controlling  the operation of any computer  processing

unit together with all user  documentation  related thereto.  Software  Products

include, but are not limited to, the applications  identified on Section 1.45 of

the Acquired Business Disclosure Document.



     1.46 Subsidiary:  With respect to any Entity, another Entity of which fifty

percent (50%) or more of the effective  voting power,  or the effective power to

elect a majority of the board of directors or similar  governing  body, or fifty

percent  (50%)  or more of the true  equity  interest;  is  owned by such  first

Entity, directly or indirectly.



     1.47  Transaction:  The sale of the Acquired Assets,  and the assumption of

the Assumed  Liabilities,  for the Consideration as contemplated by, and subject

to the terms and conditions of, this Agreement.



     1.48 Unaudited Financial Statements:  The balance sheet as at July 31, 2000

or (if available prior to the Closing) the balance sheet as at the date provided

for in Section  8.1(15),  the balance sheet as at December 31, 1999,  the income

statement  for the period  ended  July 31,  2000 or (if  available  prior to the

Closing)  for the period ended as of the date  provided for in Section  8.1(15),

the income  statement  for the period  ended  December  31, 1999 and the related

notes provided  therewith,  for the Acquired Business,  excluding  therefrom the

Excluded  Assets,  prepared in accordance with GAAP, other than the presentation

of  appropriate  footnote  disclosure,  schedules,  the  division  of equity and

inter-company accounts, as required by GAAP and, in the case of the December 31,

1999  balance  sheet,  annual  maintenance  obligations  during  2000  have been

eliminated from deferred revenue accounts.





<PAGE> 6





     1.49 Welfare Plan: A "welfare plan" or an "employee  welfare benefit plan,"

as defined in Section 3(1) of ERISA or successor  provisions  to such  provision

adopted by amendments to ERISA and regulations adopted under ERISA and the Code.



                                   ARTICLE II

                                 THE TRANSACTION



     2.1 The Transaction.  On the Closing Date, and at the Closing Time, subject

in all instances to each of the terms,  conditions,  provisions and  limitations

contained  in this  Agreement,  EHGI shall,  and ESI shall cause EHGI to,  sell,

transfer,  convey,  and  assign  to the  Purchaser,  by  instruments  reasonably

satisfactory  in form and substance to the  Purchaser  and its counsel,  and the

Purchaser  shall acquire from EHGI,  the Acquired  Assets,  and shall assume the

Assumed  Liabilities,  and only those Liabilities and no others, in exchange for

the  Consideration.  ESI and EHGI represent that the Acquired Assets are all the

assets  reasonably  necessary  for the conduct of the  Acquired  Business in the

ordinary  course  (exclusive  of working  capital) in the same manner as that in

which such business has been conducted in the immediate past, including, without

limitation,  all Proprietary Rights, Software Products and Intellectual Property

used  in the  ordinary  conduct  of the  Acquired  Business  and  all  contract,

warranty,  and  other  intangible  rights  relating  to or  arising  out of such

Acquired  Business.   ESI  and  EHGI  further  represent  that  all  assets  and

liabilities of Eltrax  International,  Inc. of the type included in the Acquired

Assets and Assumed Liabilities, other than the assets to be transferred pursuant

to  definitive  agreements  as provided in Section  11.1 below and shares of any

Subsidiaries of Eltrax  International,  Inc.,  have been  transferred to EHGI or

will be  transferred  to EHGI  prior to the  Closing  and are  reflected  in the

Acquired Business Balance Sheet. Neither the Purchaser nor any of its Affiliates

is  assuming,  becoming  liable  for,  agreeing  to  discharge  or in any manner

becoming in any way  responsible for any of the Liabilities of ESI or EHGI other

than the  Assumed  Liabilities.  Purchaser  hereby  agrees  to pay,  perform  or

discharge all of the Assumed  Liabilities.  ESI hereby represents that, prior to

the  Closing,  neither  ESI nor any  Affiliate  of ESI other than EHGI holds any

right,  title  or  interest  to the  Acquired  Assets  and  there  are no  other

agreements,  understandings,  or arrangements which, as of or after the Closing,

would materially adversely effect the Acquired Assets and the Acquired Business,

the ability of EHGI to sell, transfer, convey and assign the Acquired Assets and

the  Acquired  Business  to the  Purchaser  or result in the  assumption  of any

Liabilities by the Purchaser other than the Assumed Liabilities.



     2.2 Manner of Payment.  Payment of the Consideration by the Purchaser shall

be made in immediately available funds by wire transfer of federal funds to such

account or  accounts  of ESI or EHGI or of  designated  third-parties  (it being

understood  that  ESI and  EHGI  will be using a  portion  of the  Consideration

proceeds to pay  amounts  owed  certain  third-parties  who have  played  legal,

financial and other advisory roles in connection with the  Transaction) as shall

have been  adequately  described to the Purchaser in writing not less than three

Business Days prior to the Closing.



     2.3 Closing.  The Closing hereunder shall  simultaneously take place at the

offices of Purchaser,  Counsel to the Purchaser,  ESI, EHGI,  Counsel to ESI and

EHGI,  or at such other places as the parties to this  Agreement may agree upon,

on the Closing Date.



<PAGE> 7





     2.4 Sales and Property  Taxes.  It being the intent of the parties that the

Transaction be exempt from sales, use and transfer taxes pursuant to the "Casual

Sale"  provisions  of Section  560-12-1-.07  of the Official Code of Georgia tax

rules and regulations, EHGI shall pay all sales, use and transfer taxes, if any,

arising  from the transfer of the  Acquired  Assets and the  Acquired  Business.

Purchaser will not be responsible  for any employee  related  withholding  taxes

accrued prior to the Closing, other than those related to the salaried employees

referenced in Section 6.5 below.



                                   ARTICLE III

                        ACQUISITION OF FOREIGN OPERATIONS



     3.1  Agreement to Acquire  Foreign  Operations.  On or prior to the Closing

Date, ESI shall, and ESI shall cause its Subsidiaries to, sell, transfer, convey

and assign to the Purchaser  certain assets and liabilities of the operations of

EHGI  currently  conducted in the foreign  jurisdictions  of  Australia  (Eltrax

(Australia)  Pty.  Ltd.),  Belgium  (Eltrax  Group,  Inc.),  Hong  Kong  (Eltrax

Hospitality Ltd.), Malaysia (Eltrax (Malaysia) SBD. BHD), Norway (Eltrax Systems

Scandinavia  AS),  Singapore  (Eltrax  Systems Pte. Ltd.),  Switzerland  (Eltrax

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