EXHIBIT 2.1 MERGER AGREEMENT
BY AND BETWEEN
AREMISSOFT CORPORATION,
AREMISSOFT MANUFACTURING (US), INC.
AND
FOURTH SHIFT CORPORATION TABLE OF CONTENTS

1.
  Definitions2.
  BasicTransaction(a)
  TheMerger(b)
  TheClosing(c)
  Actions at the Closing(d)
  Effect of Merger(e)
  Procedurefor Payment(f)
  Closingof Transfer Records(g)
  Stock Options3.
  RepresentationsandWarrantiesofFourthShift(a)
  Organization, Qualification, andCorporate Power(b)
  Capitalization(c)
  AuthorizationofTransaction(d)
  Noncontravention(e)
  FilingswiththeSEC(f)
  FinancialStatements(g)
  Events Subsequent to Most RecentFiscalQuarterEnd(h)
  Undisclosed Liabilities and Litigation(i)
  Brokers' Fees(j)
  Disclosure(k)
  Tax Matters(l)
  Real Property(m)
  Intellectual Property(n)
  Contracts(o)
  AccountsReceivable(p)
  Insurance(q)
  Employees(r)
  Employee Benefits(s)
  Compliance with Laws(t)
  Minnesota Takeover Statutes(u)
  Rights Agreement4.
  Representations and WarrantiesofAremisSoftandAremisSoft
Manufacturing(a)
  Organization(b)
  Authorization of Transaction(c)
  Noncontravention(d)
  Brokers' Fees5.
  Additional Covenants andAgreements(a)
  General(b)
  Notices and Consents(c)
  Regulatory Matters andApprovals(d)
  Fairness OpinionandComfortLetters(e)
  OperationofBusiness(f)
  FullAccess(g)
  NoticeofDevelopments(h)
  NoSolicitationofTransactions(i)
  TerminationFeePayablebyFourthShift(j)
  Directors'andOfficers'IndemnificationandInsurance6.
  ConditionstoObligationtoClose(a)
  Conditions to Obligation of AremisSoft and AremisSoft Manufacturing(b)
  ConditionstoObligationofFourthShift7.
  Termination(a)
  Termination of Agreement(b)
  EffectofTermination8.
  Miscellaneous(a)
  Survival(b)
  PressReleasesandPublicAnnouncements(c)
  NoThird–PartyBeneficiaries(d)
  EntireAgreement(e)
  SuccessionandAssignment(f)
  Counterparts(g)
  Headings(h)
  Notices(i)
  Governing Law(j)
  Amendments andWaivers(k)
  Severability(l)
  Expenses(m)
  Construction(n)
  Incorporation of Exhibits andSchedules

Exhibit
A1Articles of Merger
Exhibit A2Certificate of Merger
Exhibit BForm of Letter of Transmittal
Exhibit CForm of Opinion of Counsel to Fourth Shift
Exhibit DForm of Opinion of Counsel to AremisSoft and AremisSoft
Manufacturing
Disclosure ScheduleExceptions to Representations and Warranties

MERGER
AGREEMENT

This Agreement is entered into as of
February 26, 2001, by and between AremisSoft Corporation, a Delaware
corporation ("AremisSoft"), AremisSoft Manufacturing (US), Inc.,
a Delaware corporation and a wholly–owned Subsidiary of AremisSoft
("AremisSoft Manufacturing"), and FOURTH SHIFT CORPORATION, a
Minnesota corporation ("Fourth Shift"). AremisSoft, AremisSoft
Manufacturing, and Fourth Shift are referred to collectively herein as the
"Parties."

This Agreement contemplates a transaction in
which AremisSoft will acquire all of the outstanding capital stock of Fourth
Shift for cash through a reverse subsidiary merger of AremisSoft Manufacturing
with and into Fourth Shift.

Now, therefore, in consideration of the
premises and the mutual promises herein made, and in consideration of the
representations, warranties, and covenants herein contained, the Parties agree
as follows.

1.     Definitions.



"Affiliates"has the meaning set forth in Rule 12b-2 of the regulations
promulgated under the Securities Exchange Act.

"Affiliated
Group"means any
affiliated group within Code §1504(a) or any similar group defined under
similar provision of state, local or foreign law.

"Agreement"means this Merger Agreement.

"Acquisition
Event"means the
consummation of any transaction, or series of transactions, that result in any
Person, entity, or group acquiring more than 50% of the outstanding Fourth
Shift Shares or assets of Fourth Shift (including through any merger or
business combination).

"AremisSoft"has the meaning set forth in the preface above.

"AremisSoft
Manufacturing"has the meaning set
forth in the preface above.

"Articles
of Merger"has the meaning set
forth in Section 2(c).

"Certificate
of Merger"has the meaning set
forth in §2(c) below.

"Closing"has the meaning set forth in §2(b) below.

"Closing
Date"has the meaning set
forth in §2(b) below.

"Code"means the Internal Revenue Code of 1983, as amended.

"Confidential
Information"means any
information concerning the businesses and affairs of Fourth Shift and its
Subsidiaries that is not already generally available to the public.

"Confidentiality
Agreements"means those certain
confidentiality and non-disclosure letter agreements dated as of
December 18, 2000 and as of February 20, 2001 between Fourth Shift
and AremisSoft.

"Definitive
Proxy Materials"means the
definitive proxy materials relating to the Special Meeting.

"Delaware
General Corporation Law"means the General
Corporation Law of the State of Delaware, as amended.

"Disclosure
Schedule"has the meaning set
forth in §3 below.

"Dissenting
Share"means any Fourth
Shift Share which any stockholder who or which has exercised his or its
appraisal rights under Minnesota Law holds of record.

"Effective
Time"has the meaning set
forth in §2(d)(i) below.

"Employee
Benefit Plan"means any
"employee benefit plan" (as such term is defined in ERISA §3(3))
and any other employee benefit plan, program or arrangement of any kind.

"ERISA"means the Employee Retirement Income Security Act of 1974, as amended.

"Exchange
Act"means the Securities Exchange Act of
1934, as amended.

"Executive
Officer"of Fourth Shift
means M. M. Stuckey, J. H. Caldwell, D. G. Latzke and R. Tofteland.

"Fairness
Opinion"has the meaning set
forth in §5(d) below.

"Fourth
Shift Option"has the meaning set
forth in §2(g) below.

"Fourth
Shift"has the meaning set
forth in the preface above.

"Fourth
Shift Share"means any share of
the Common Stock, $.01 par value per share, of Fourth Shift.

"Fourth
Shift Stockholder"means any Person
who or which holds any Fourth Shift Shares.

"GAAP"means United States generally accepted accounting principles as in
effect from time to time.

"Intellectual
Property"means (a) all
inventions (whether patentable or unpatentable and whether or not reduced to
practice), all improvements thereto, and all patents, patent applications, and
patent disclosures, together with all reissuances, continuations,
continuations-in-part, revisions, extensions, and reexaminations thereof,
(b) all trademarks, service marks, trade dress, logos, trade names, and
corporate names, together with all translations, adaptations, derivations, and
combinations thereof and including all goodwill associated therewith, and all
applications, registrations, and renewals in connection therewith, (c) all
copyrightable works, all copyrights, and all applications, registrations, and renewals
in connection therewith, (d) all mask works and all applications,
registrations, and renewals in connection therewith, (e) all trade secrets
and confidential business information (including ideas, research and
development, know-how, formulas, compositions, manufacturing and production
processes and techniques, technical data, designs, drawings, specifications,
customer and supplier lists, pricing and cost information, and business and
marketing plans and proposals), (f) all computer software (including data
and related documentation), (g) all other proprietary rights, and
(h) all copies and tangible embodiments thereof (in whatever form or
medium).

"Knowledge"means actual knowledge after reasonable investigation.

"Liability"means any liability (whether known or unknown, whether asserted or
unasserted, whether absolute or contingent, whether accrued or unaccrued,
whether liquidated or unliquidated, and whether due or to become due) including
any liability for Taxes.

"Material
Adverse Effect"means, unless the
context otherwise requires, an event that, considered individually or in the
aggregate with other events, would have a material adverse effect on the
business, financial condition or properties of Fourth Shift and its
Subsidiaries, or on the consummation of the transactions contemplated hereby.

"Merger"has the meaning set forth in §2(a) below.

"Merger
Consideration"has the meaning set
forth in §2(d)(v) below.

"Minnesota
Law"shall mean the general corporate and
business laws and statutes of the State of Minnesota, as amended.

"Most
Recent Fiscal Quarter End"has the meaning set
forth in §3(f) below.

"Ordinary
Course of Business"means the ordinary
course of business consistent with past custom and practice (including with
respect to quantity and frequency).

"Party"has the meaning set forth in the preface above.

"Paying
Agent"means the Person
who shall deliver payment of the Merger Consideration to the Fourth Shift
Stockholders. Such entity shall be designated by AremisSoft, subject to the approval
of Fourth Shift, which approval shall not be unreasonably withheld.

"Payment
Fund"has the meaning set
forth in §2(e) below.

"Person"means an individual, a partnership, a corporation, an association, a
joint stock company, a trust, a joint venture, an unincorporated organization,
or a governmental entity (or any department, agency, or political subdivision
thereof).

"Pre-Closing
Funds"has the meaning set
forth in §2(e) below.

"Public
Report"has the meaning set
forth in §3(e) below.

"Requisite
Stockholder Approval"means the
affirmative vote of the holders of a majority of Fourth Shift Shares in favor
of this Agreement and the Merger.

"Rights
Agreement"means that certain
Rights Agreement dated December 16, 1998 between Fourth Shift and Wells
Fargo Bank (formerly Norwest Bank Minnesota National Association).

"Rights
Plan"shall mean the
Shareholder Rights Plan pursuant to which each holder of a Fourth Shift Share
has a right to purchase 1/100th of a share of "Series A Junior
Participating Preferred Stock," or in certain events common stock, as
described in the Rights Agreement.

"SEC"means the Securities and Exchange Commission.

"Securities
Act"means the Securities Act of 1933, as
amended.

"Securities
Exchange Act"means the
Securities Exchange Act of 1934, as amended.

"Security
Interest"means any mortgage,
pledge, lien, encumbrance, charge, or other security interest, other than
(a) mechanic's, materialman's, and similar liens, (b) liens for taxes
not yet due and payable or for taxes that the taxpayer is contesting in good
faith through appropriate proceedings, (c) purchase money liens and liens
securing rental payments under capital lease arrangements, and (d) other
liens arising in the Ordinary Course of Business and not incurred in connection
with the borrowing of money.

"Special
Meeting"has the meaning set
forth in §5(c)(ii) below.

"Stock
Plans"means Fourth
Shift's 1989 Stock Option Plan, 1993 Stock Option Plan, 1994 Stock Purchase
Plan, 2001 Stock Purchase Plan, 2001 Stock Option Plan and any similar plans of
Fourth Shift which may be converted by the holders into the capital stock of
Fourth Shift.

"Subsidiary"means any corporation with respect to which a specified Person (or a
Subsidiary thereof) owns a majority of the common stock or has the power to
vote or direct the voting of sufficient securities to elect a majority of the
directors.

"Surviving
Corporation"has the meaning set
forth in §2(a) below.

"Takeover
Proposal"means any tender or
exchange offer, proposal for a merger, consolidation or other business
combination involving Fourth Shift or any of its Subsidiaries or any proposal
or offer to acquire in any manner a substantial equity interest in, or a
substantial portion of the assets of, Fourth Shift or its Subsidiaries other
than the transactions contemplated by this Agreement.

"Tax"means any federal, state, local, or foreign income, gross receipts,
license, payroll, employment, excise, severance, stamp, occupation, premium,
windfall profits, environmental (including taxes under Code §59A), customs
duties, capital stock, franchise, profits, withholding, social security (or
similar), unemployment, disability, real property, personal property, sales,
use, transfer, registration, value added, alternative or add-on minimum,
estimated, or other tax of any kind whatsoever, including any interest,
penalty, or addition thereto, whether disputed or not.

"Tax Return"means any return, declaration, report, claim for refund, or information
return or statement relating to Taxes, including any schedule or attachment
thereto, and including any amendment thereof.



"Trigger Event"has the meaning set forth in Section 5(i) below.



2.     Basic
Transaction.



a.The Merger.  On and subject to the terms and conditions
of this Agreement, AremisSoft Manufacturing will merge with and into Fourth
Shift (the "Merger") at
the Effective Time. Fourth Shift shall be the corporation surviving the Merger
(the "Surviving Corporation").b.The Closing.  Following the satisfaction or waiver of all
conditions to the obligations of the Parties to consummate the transactions
contemplated hereby (other than conditions with respect to actions the
respective Parties will take at the Closing itself) or such other date as the
Parties may mutually determine, the closing of the transactions contemplated by
this Agreement (the "Closing")
shall take place at the offices of Bartel Eng & Schroder in
Sacramento, California, commencing at 9:00 a.m. local time on May 15,
2001 (the "Closing Date").c.Actions at the Closing.  At the Closing, (i) Fourth Shift will
deliver to AremisSoft and AremisSoft Manufacturing the various certificates,
instruments, and documents referred to in §6(a) below, (ii) AremisSoft and
AremisSoft Manufacturing will deliver to Fourth Shift the various certificates,
instruments, and documents referred to in §6(b) below, (iii) Fourth Shift
will file with the Secretary of State of the State of Minnesota Articles of
Merger in substantially the form attached hereto as Exhibit A1 ("Articles of Merger") and AremisSoft
Manufacturing will file with the Secretary of State of the State of Delaware a
Certificate of Merger in substantially the form attached hereto as Exhibit A2 (the "Certificate of Merger"), and
(iv) AremisSoft will cause the Surviving Corporation to deliver the
Payment Fund to the Paying Agent in the manner provided below in this §2.d.Effect of
Merger.i.        General.
The Merger shall become effective at the time (the "Effective Time") Fourth Shift and
AremisSoft Manufacturing file the Certificate of Merger with the Secretary of
State of the State of Delaware and Articles of Merger with the Secretary of
State of the State of Minnesota. The Surviving Corporation may, at any time
after the Effective Time, take any action (including executing and delivering
any document) in the name and on behalf of either Fourth Shift or AremisSoft
Manufacturing in order to carry out and effectuate the transactions
contemplated by this Agreement.ii.        Certificate
of Incorporation. The Certificate of Incorporation of the
Surviving Corporation shall be amended and restated at and as of the Effective
Time to read as did the Certificate of Incorporation of AremisSoft
Manufacturing immediately prior to the Effective Time, as consistent with
Minnesota Law.iii.       Bylaws.
The Bylaws of the Surviving Corporation shall be amended and restated at and as
of the Effective Time to read as did the Bylaws of AremisSoft Manufacturing
immediately prior to the Effective Time, as consistent with Minnesota Law.iv.       Directors
and Officers. The directors and officers of AremisSoft
Manufacturing shall become the directors and officers of the Surviving
Corporation at and as of the Effective Time.v.       Conversion
of Fourth Shift Shares. At and as of the Effective Time,
(A) each Fourth Shift Share (other than any Dissenting Share) shall be
converted into the right to receive an amount (the "Merger Consideration") equal to $3.70
per Fourth Shift Share, in cash (without interest), and (B) each
Dissenting Share shall be converted into the right to receive payment from the
Surviving Corporation with respect thereto in accordance with the provisions of
Minnesota Law; provided, however,
that the Merger Consideration shall be subject to equitable adjustment in the
event of any stock split, stock dividend, reverse stock split, or other change
in the number of Fourth Shift Shares outstanding. No Fourth Shift Share shall
be deemed to be outstanding or to have any rights other than those set forth
above in this "2(d)(v) after the Effective Time.vi.       Conversion
of Capital Stock of AremisSoft Manufacturing. At and as of
the Effective Time, each share of Common Stock, $.001 par value per share, of
AremisSoft Manufacturing shall be converted into one share of Common Stock,
$.01 par value per share, of the Surviving Corporation.e.Procedure
for Payment.i.        On
or prior to the date of this Agreement, AremisSoft will deliver, or cause
AremisSoft Manufacturing to deliver to Bartel Eng & Schroder in cash
or short term investments the amount of $40.0 million (the "Pre-Closing Funds") which shall be
deposited into an interest bearing account or held by Bartel Eng &
Schroder for retention until the Effective Time. AremisSoft shall cause Bartel
Eng & Schroder to maintain the Pre-Closing Funds at all times prior to
the Effective Time; provided, however,
that AremisSoft may cause Bartel Eng & Schroder to invest the cash
portion of the Pre-Closing Funds in the same manner, as provided for in
§2(e)(ii), as it may cause the Paying Agent to invest the cash portion of the
Payment Fund. From time to time prior to the Effective Time and upon the
reasonable written request of Fourth Shift, AremisSoft shall cause Bartel
Eng & Schroder to verify to Fourth Shift the then current amount of
the Pre-Closing Funds. At the Effective Time, (A) AremisSoft shall cause
Bartel Eng & Schroder to deliver the Pre-Closing Funds to the Paying
Agent and, if necessary, will deliver additional cash in an aggregate amount
sufficient for the Paying Agent to make full payment of the Merger
Consideration to the holders of all of the outstanding Fourth Shift Shares
(other than any Dissenting Shares) (the "Payment
Fund") and (B) AremisSoft will cause the Paying Agent to
mail a letter of transmittal (with instructions for its use) in substantially
the form attached hereto as Exhibit B
to each record holder of outstanding Fourth Shift Shares for the holder to use
in surrendering the certificates which represented his or its Fourth Shift
Shares against payment of the Merger Consideration. No interest will accrue or
be paid to the holder of any outstanding Fourth Shift Shares.ii.        AremisSoft
may cause the Paying Agent to invest the cash included in the Payment Fund in
one or more investments; provided, however,
that the terms and conditions of the investments shall be such as to permit the
Paying Agent to make prompt payment of the Merger Consideration as necessary.
AremisSoft may cause the Paying Agent to pay over to the Surviving Corporation
any net earnings with respect to the investments, and AremisSoft will cause the
Surviving Corporation to replace promptly any portion of the Payment Fund which
the Paying Agent loses through investments.iii.       AremisSoft
may cause the Paying Agent to pay over to the Surviving Corporation any portion
of the Payment Fund (including any earnings thereon) remaining 180 days
after the Effective Time, and thereafter all former stockholders shall be
entitled to look to the Surviving Corporation (subject to abandoned property,
escheat, and other similar laws) as general creditors thereof with respect to
the cash payable upon surrender of their certificates.iv.AremisSoft shall cause the
Surviving Corporation to pay all charges and expenses of the Paying Agent.f.Closing of Transfer Records.  After the close of business on the Closing
Date, transfers of Fourth Shift Shares outstanding prior to the Effective Time
shall not be made on the stock transfer books of the Surviving Corporation.g.Stock Options.  Each option to purchase shares of Fourth
Shift Common Stock (a "Fourth Shift Option") outstanding immediately
prior to the Effective Time shall remain outstanding following the Effective
Time. At the Effective Time, AremisSoft shall assume each Fourth Shift Option
by virtue of the Merger and without any further action on the part of Fourth
Shift or the holders thereof. AremisSoft shall assume each such option in such
manner that AremisSoft (i) is a corporation "assuming a stock option
in a transaction to which Section 424(a) applies" within the meaning
of Section 424 of the Code or (ii) to the extent that
Section 424 of the Code does not apply to any such Fourth Shift Option,
would be such a corporation were Section 424 of the Code applicable to
such Fourth Shift Option. From and after the Effective Time, all references to
"Fourth Shift" in the Fourth Shift Options and the related stock
option agreements shall be deemed to refer to "AremisSoft." After the
Effective Time, each Fourth Shift Option assumed by AremisSoft shall be
exercisable upon the same terms and conditions as were in effect under the
Fourth Shift Options and the related option agreements immediately prior to the
Effective Time, except that (i) each Fourth Shift Option shall be
exercisable for that whole number of shares of AremisSoft Common Stock (rounded
down to the nearest whole share) equal to the number of shares of Fourth Shift
Common Stock subject to such Fourth Shift Option immediately prior to the
Effective Time divided by 6.14159, and (ii) the option price per share of
AremisSoft Common Stock shall be an amount equal to the option price per share
of Fourth Shift Common stock subject to such Fourth Shift Option in effect
immediately prior to the Effective Time multiplied by 6.14159 (the option price
per share, as so determined, being rounded upward to the nearest full cent),
and (iii) any and all outstanding and unvested Fourth Shift Options, or
any portion thereof, shall be accelerated and deemed fully vested as of the
Effective Time.3.     Representations
and Warranties of Fourth Shift. 
Fourth Shift represents and warrants to AremisSoft and AremisSoft
Manufacturing that the statements contained in this §3 are correct and complete
as of the date of this Agreement and will be correct and complete as of the
Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this §3), except as set
forth in the disclosure schedule accompanying this Agreement and initialed by
the Parties (the "Disclosure Schedule").
The Disclosure Schedule will be arranged in paragraphs corresponding to the
lettered and numbered paragraphs contained in this §3.



a.Organization, Qualification, and Corporate
Power.  Each of Fourth Shift
and its Subsidiaries is a corporation duly organized, validly existing, and in
good standing under the laws of the jurisdiction of its incorporation. Each of
Fourth Shift and its Subsidiaries is duly authorized to conduct business and is
in good standing under the laws of each jurisdiction where such qualification
is required and where the failure to so qualify would have a Material Adverse
Effect on Fourth Shift and such subsidiaries considered as a whole. Each of
Fourth Shift and its Subsidiaries has full corporate power and authority to
carry on the businesses in which it is engaged and to own and use the
properties owned and used by it.b.Capitalization.  The entire authorized capital stock of
Fourth Shift consists of 26,000,000 shares, of which 20,000,000 are shares of
common stock, $.01 par value, and 6,000,000 are shares of preferred stock, $.01
par value, including 200,000 shares designated the "Series A JuniorParticipating Preferred Stock." As of the date of
this Agreement there were 10,825,081 Fourth Shift Shares, and no shares of any
other class or series, issued and outstanding. Allof the issued and outstanding Fourth Shift Shares have been duly
authorized and are validly issued, fully paid, and nonassessable. There are
2,912,137 Fourth Shift Shares reserved for issuance pursuant to the Stock
Plans, of which options to purchase up to 2,409,875 Fourth Shift Shares are
issued and outstanding, and 22,500 Fourth Shift Shares are reserved for
issuance upon exercise of options granted outside the Stock Plans and, except
for rights outstanding under the Rights Plan, there are no other outstanding or
authorized warrants, purchase rights, subscription rights, conversion rights,
exchange rights, or other contracts or commitments that could require Fourth
Shift to issue, sell, or otherwise cause to become outstanding any of its
capital stock. There are no outstanding or authorized stock appreciation,
phantom stock, profit participation or similar rights with respect to Fourth
Shift. There are no outstanding bonds, debentures or other obligations in which
the holders have the right to vote (or that are convertible or exercisable for
securities having the right to vote) with the Fourth Shift Shares or any
matter. There are no Fourth Shift Shares reserved for issuance other than as
provided in this §3(b) and there are no programs in place, nor any contractual
obligations of Fourth Shift or its Subsidiaries to repurchase, redeem or
otherwise acquire any shares of the capital stock of Fourth Shift.c.Authorization of Transaction.  Fourth Shift has full power and authority
(including full corporate power and authority) to execute and deliver this
Agreement and to perform its obligations hereunder; provided, however, that Fourth Shift cannot consummate the
Merger unless and until it receives the Requisite Stockholder Approval. This
Agreement and the consummation by Fourth Shift of the transactions contemplated
hereby have been duly authorized by Fourth Shift's Board of Directors and no
other corporate proceedings are necessary to authorize this Agreement or to
consummate the transactions contemplated hereby (other than with respect to the
Merger and receipt of the Requisite Stockholder Approval).This Agreement has
been duly and validly executed by Fourth Shift and constitutes the valid and
legally binding obligation of Fourth Shift, enforceable in accordance with its
terms and conditions.d.Noncontravention.  Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will (i) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which any of Fourth Shift and its
Subsidiaries is subject or any provision of the charter or bylaws of any of
Fourth Shift and its Subsidiaries or (ii) conflict with, result in a
breach of, constitute a default under, result in the acceleration of, create in
any party the right to accelerate, terminate, modify, or cancel, that would
have a Material Adverse Effect or require any notice where the failure to
provide notice would have such a Material Adverse Effect, under any agreement,
contract, lease, license, instrument, or other arrangement to which any of
Fourth Shift and its Subsidiaries is a party or by which it is bound or to
which any of its assets is subject (or result in the imposition of any Security
Interest upon any of its assets). Other than in connection with the provisions
of Minnesota Law, the Securities Exchange Act, the Securities Act, and the
state securities laws, none of Fourth Shift and its Subsidiaries needs to give
any notice to, make any filing with, or obtain any authorization, consent, or
approval of any government or governmental agency in order for the Parties to
consummate the transactions contemplated by this Agreement.e.Filings with the SEC.  Fourth Shift has made all filings with the
SEC that it has been required to make under the Securities Act and the
Securities Exchange Act (collectively the "Public Reports"). As of the respective dates of their
filing, each of the Public Reports complied as to form in all material respects
with the Securities Act and the Securities Exchange Act, and all rules and
regulations promulgated thereunder. None of the Public Reports, as of their
respective dates, contained any untrue statement of a material fact or omitted
to state a material fact necessary in order to make the statements made
therein, in light of the circumstances under which they were made, not
misleading.f.Financial
Statements.Fourth Shift has filed
Quarterly Reports on Form 10-Q for the fiscal quarters ended
September 30, 2000, June 30, 2000, and March 31, 2000, and an
Annual Report on Form 10-K for the fiscal year ended December 31,
1999 and has delivered to AremisSoft a preliminary version of its financial
statements for the year ended December 31, 2000 (the "Most Recent
Fiscal Quarter End"). Such preliminary financial statements, and the
financial statements included in or incorporated by reference into these Public
Reports (including the related notes and schedules) have been prepared in
accordance with GAAP applied on a consistent basis throughout the periods
covered thereby, present fairly the financial condition of Fourth Shift and its
Subsidiaries as of the indicated dates and the results of operations of Fourth
Shift and its Subsidiaries for the indicated periods, are correct and complete
in all respects, and are consistent with the books and records of Fourth Shift
and its Subsidiaries; provided, however,
that the interim statements are subject to normal year-end adjustments (which
will not be material, individually or in the aggregate) and lack footnotes and
other presentation items.g.Events Subsequent to Most Recent Fiscal
Quarter End.  Since the Most
Recent Fiscal Quarter End, there has not been any material adverse change in
the business, financial condition, operations, results of operations, or future
prospects of any of Fourth Shift and its Subsidiaries. Without limiting the
generality of the foregoing, since that date:i.        none
of Fourth Shift and its Subsidiaries has sold, leased, transferred, or assigned
any of its assets, tangible or intangible, other than for a fair consideration
in the Ordinary Course of Business;ii.        none
of Fourth Shift and its Subsidiaries has entered into any agreement, contract,
lease, or license (or series of related agreements, contracts, leases, and
licenses) outside the Ordinary Course of Business;iii.       no
party (including any of Fourth Shift and its Subsidiaries) has accelerated,
terminated, modified, or cancelled any agreement, contract, lease, or license
(or series of related agreements, contracts, leases, and licenses) to which any
of Fourth Shift and its Subsidiaries is a party or by which any of them is
bound;iv.       none
of Fourth Shift and its Subsidiaries has imposed any Security Interest upon any
of its assets, tangible or intangible;v.       none
of Fourth Shift and its Subsidiaries has made any capital investment in, any
loan to, or any acquisition of the securities or assets of, any other Person
(or series of related capital investments, loans, and acquisitions);vi.       none
of Fourth Shift and its Subsidiaries has issued any note, bond, or other debt
security or created, incurred, assumed, or guaranteed any indebtedness for
borrowed money or capitalized lease obligation either involving more than
$10,000 singly or $100,000 in the aggregate;vii.      none
of Fourth Shift and its Subsidiaries has delayed or postponed the payment of
accounts payable and other Liabilities outside the Ordinary Course of Business;viii.     none
of Fourth Shift and its Subsidiaries has cancelled, compromised, waived, or
released any right or claim (or series of related rights and claims);ix.       none
of Fourth Shift and its Subsidiaries has granted any license or sublicense of
any rights under or with respect to any Intellectual Property, except licenses
of its software and services in the Ordinary Course of Business;x.       none
of Fourth Shift and its Subsidiaries has issued, sold, or otherwise disposed of
any of its capital stock, or granted any options, warrants, or other rights to
purchase or obtain (including upon conversion, exchange, or exercise) any of
its capital stock;xi.none of Fourth Shift and its
Subsidiaries has declared, set aside, or paid any dividend or made any
distribution with respect to its capital stock (whether in cash or in kind) or
redeemed, purchased, or otherwise acquired any of its capital stock;xii.      none
of Fourth Shift and its Subsidiaries has made any loan to, or entered into any
other transaction with, any of its directors, officers, and employees;xiii.     none
of Fourth Shift and its Subsidiaries has entered into any employment contract
or collective bargaining agreement, written or oral, or modified the terms of
any existing such contract or agreement;xiv.     none
of Fourth Shift and its Subsidiaries has adopted, amended, modified, or
terminated any bonus, profit–sharing, incentive, severance, or other
plan, contract, or commitment for the benefit of any of its directors,
officers, and employees (or taken any such action with respect to any other
Employee Benefit Plan);xv.      there
has not been any other material occurrence, event, incident, action, failure to
act, or transaction outside the Ordinary Course of Business involving any of
Fourth Shift and its Subsidiaries; andxvi.     none
of Fourth Shift and its Subsidiaries has committed to any of the foregoing.h.Undisclosed Liabilities and Litigation.  None of Fourth Shift and its Subsidiaries
has any material Liability except for (i) liabilities set forth on the
face of the balance sheet dated as of the Most Recent Fiscal Quarter End
(rather than in any notes thereto) and (ii) liabilities which have arisen
after the Most Recent Fiscal Quarter End in the Ordinary Course of Business
(none of which results from, arises out of, relates to, is in the nature of, or
was caused by any breach of contract, breach of warranty, tort, infringement,
or violation of law). None of Fourth Shift and its Subsidiaries is the subject
of or involved in, any civil, criminal or administrative actions, suits,
claims, hearings, investigations or proceedings, whether pending or threatened,
or that could result in any claims against, or obligations or liabilities of
Fourth Shift and its Subsidiaries. None of Fourth Shift and its Subsidiaries
has any outstanding judgments, decrees, injunctions or orders of any
governmental entity or arbitrator.i.Brokers' Fees.  Except with respect to fees due Trilogy
Capital and Broadview Associates none of Fourth Shift and its Subsidiaries has
any liability or obligation to pay any fees or commissions to any broker,
finder, or agent with respect to the transactions contemplated by this
Agreement.j.Disclosure.  The Definitive Proxy Materials will comply
with the Securities Exchange Act in all material respects. The Definitive Proxy
Materials will not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements made therein,
in the light of the circumstances under which they will be made, not misleading;
provided, however, that Fourth
Shift makes no representation or warranty with respect to any information that
AremisSoft and AremisSoft Manufacturing will supply specifically for use in the
Definitive Proxy Materials.k.Tax Matters.i.        Each
of Fourth Shift and its Subsidiaries has filed all Tax Returns that it was
required to file. All such Tax Returns were correct and complete in all
respects. Fourth Shift and its Subsidiaries (whether or not shown on any Tax
Return) have paid all Taxes required to be paid, (except where the failure to
pay the same would not have a Material Adverse Effect). None of Fourth Shift
and its Subsidiaries currently is the beneficiary of any extension of time
within which to file any Tax Return. No claim has ever been made by an
authority in a jurisdiction where any of Fourth Shift and its Subsidiaries does
not file Tax Returns that it is or may be subject to taxation by that
jurisdiction. There are no Security Interests on any of the assets of any of
Fourth Shift and its Subsidiaries that arose in connection with any failure (or
alleged failure) to pay any Tax.ii.Each of Fourth Shift and
its Subsidiaries has withheld and paid all Taxes required to have been withheld
and paid in connection with amounts paid to any employee, independent
contractor, creditor, stockholder, or other third party.iii.       No
Executive Officer has Knowledge of any pending or proposed assessment against
Fourth Shift for additional Taxes for any period for which Tax Returns have
been filed. There is no dispute or claim concerning any Tax Liability of any of
Fourth Shift and its Subsidiaries either (A) claimed or raised by any
authority in writing (including any audit of any Tax Return) or (B) known
to the Executive Officers of Fourth Shift based upon personal contact with any
agent of such authority.iv.       None
of Fourth Shift and its Subsidiaries has waived any statute of limitations in
respect of Taxes or agreed to any extension of time with respect to a Tax
assessment or deficiency.v.       None
of Fourth Shift and its Subsidiaries has filed a consent under Code §341(f)
concerning collapsible corporations. None of Fourth Shift and its Subsidiaries
has made any payments, is obligated to make any payments, or is a party to any
agreement that under certain circumstances could obligate it to make any
payments that will not be deductible under Code §280G. None of Fourth Shift and
its Subsidiaries has been a United States real property holding corporation
within the meaning of Code §897(c)(2) during the applicable period specified in
Code §897(c)(1)(A)(ii). None of Fourth Shift and its Subsidiaries is a party to
any Tax allocation or sharing agreement. None of Fourth Shift and its
Subsidiaries (A) has been a member of an Affiliated Group filing a
consolidated federal income Tax Return (other than a group the common parent of
which was Fourth Shift) or (B) has any Liability for the Taxes of any
Person (other than any of Fourth Shift and its Subsidiaries) under Reg.
§1.1502-6 (or any similar provision of state, local, or foreign law), as a
transferee or successor, by contract, or otherwise.(vi)     The
financial statement for the Most Recent Quarter End reflect an adequate reserve
for all current Taxes payable by Fourth Shift and its Subsidiaries.l.Real
Property.



(i)       None
of Fourth Shift and its Subsidiaries owns any real property.(ii)      With
respect to each such parcel of real property leased by Fourth Shift and its
Subsidiaries:(1)      the
lease or sublease is in full force and effect and Fourth Shift or such subsidiary
has a valid leasehold interest in the property subject to such lease;(2)      Fourth
Shift or such subsidiary is not in breach or default under such lease or
sublease, and no event has occurred which, with notice or lapse of time, would
constitute a breach or default by Fourth Shift or such subsidiary or permit
termination, modification, or acceleration thereunder;(3)      none
of the Executive Officers has Knowledge of any breach or default by any other
party to any such lease or sublease;(4)      no
party to the lease or sublease has notified Fourth Shift that it has repudiated
any provision thereof;(5)there are no disputes, oral
agreements, or forbearance programs in effect as to the lease or sublease;(6)      none
of Fourth Shift and its Subsidiaries has assigned, transferred, conveyed,
mortgaged, deeded in trust, or encumbered any interest in the leasehold or
subleasehold;(7)      to
the Knowledge of the Executive Officers, all facilities leased or subleased
thereunder have received all approvals of governmental authorities (including
licenses and permits) required in connection with the operation thereof by
Fourth Shift and its Subsidiaries and have been operated and maintained by
Fourth Shift and its Subsidiaries in accordance with applicable laws, rules and
regulations; and(8)      all
facilities leased or subleased thereunder are supplied with utilities and other
services necessary for the operation of said facilities.m.Intellectual
Property.



i.        Fourth
Shift and its Subsidiaries own or have the right to use pursuant to license,
sublicense, agreement, or permission all Intellectual Property necessary for
the operation of the businesses of Fourth Shift and its Subsidiaries as
presently conducted and as presently proposed to be conducted. Each of Fourth
Shift and its Subsidiaries has taken all necessary action to maintain and
protect each item of Intellectual Property that it owns or uses and the
consummation of the transactions contemplated hereby will not materially alter
the terms and conditions of such ownership or use.ii.        None
of Fourth Shift and its Subsidiaries has received notice of, nor do the
Executive Officers have Knowledge of any facts that would indicate the
likelihood of, any interference, infringement or misappropriation of its
Intellectual Property, or any conflict with the Intellectual Property rights of
third parties, and, except as disclosed in §4(m)(ii) of the Disclosure
Schedule, none of Fourth Shift and its Subsidiaries has received during the
past three (3) years any written charge, complaint, claim, demand or
notice alleging any such interference, infringement or misappropriation
(including any claim that Fourth Shift or its Subsidiaries must license or
refrain from using any Intellectual Property rights of any third party).iii.       §4(m)(iii)
of the Disclosure Schedule identifies each patent or registration which has
been issued to Fourth Shift or its Subsidiaries and each trade name or
unregistered trademark used by any of Fourth Shift and its Subsidiaries in
connection with any of its businesses. With respect to each item of
Intellectual Property required to be identified in §4(m)(iii) of the
Disclosure Schedule:(1)      Fourth
Shift and its Subsidiaries possess all right, title, and interest in and to the
item, free and clear of any Security Interest, license, or other restriction;(2)      the
item is not subject to any outstanding injunction, judgment, order, decree,
ruling, or charge;(3)      no
action, suit, proceeding, hearing, investigation, charge, complaint, claim, or
demand is pending or is threatened which challenges the legality, validity,
enforceability, use, or ownership of the item; and(D)     none
of Fourth Shift and its Subsidiaries has any agreement to indemnify any Person
for or against any interference, infringement or misappropriation with respect
to the item.iv.       §4(m)(iv)
of the Disclosure Schedule identifies each item of Intellectual Property that
any third party owns, that any of Fourth Shift and its Subsidiaries uses
pursuant to license, sublicense, agreement, or permission and that is material
to the business of Fourth Shift and its Subsidiaries. Fourth Shift and its
Subsidiaries have delivered to AremisSoft and/or AremisSoft Manufacturing
correct and complete copies of all such material licenses, sublicenses,
agreements, and permissions (as amended to date). With respect to each item of
Intellectual Property required to be identified in §4(m)(iv) of the Disclosure
Schedule:(1)the license, sublicense,
agreement, or permission covering the item is legal, valid, binding, enforceable,
and in full force and effect;(2)      Fourth
Shift is not in breach or default of the license, sublicense, agreement, or
permission, and no event has occurred which with notice or lapse of time would
constitute a breach or default or permit termination, modification, or
acceleration thereunder;(3)      the
Executive Officers do not have Knowledge of any repudiation of any material
provision of any such license, sublicense, agreement, or permission;(4)      none
of Fourth Shift and its Subsidiaries has granted any sublicense or similar
right with respect to the license, sublicense, agreement, or permission except
in the Ordinary Course of Business;(E)     to
the Knowledge of Fourth Shift, its Subsidiaries and the Executive Officers, the
consummation of the transactions contemplated hereby will not result in the
termination or impairment of the Intellectual Property of Fourth Shift and its
Subsidiaries.n.Contracts.  §3(n) of the Disclosure Schedule lists the
following contracts and other agreements to which any of Fourth Shift and its
Subsidiaries is a party:



i.        any
agreement (or group of related agreements) for the purchase or sale of more
than $25,000 per annum of raw materials, commodities, supplies, products, or
other personal property, or for the furnishing or receipt of services, the
performance of which will extend over a period of more than one year, result in
a material loss to any of Fourth Shift and its Subsidiaries;ii.        any
agreement concerning a partnership or joint venture;iii.       any
agreement (or group of related agreements) under which it has created,
incurred, assumed, or guaranteed any indebtedness for borrowed money, or any
capitalized lease obligation, or under which it has imposed a Security Interest
on any of its assets, tangible or intangible;iv.       any
agreement concerning confidentiality or noncompetition;v.       any
profit sharing, stock option, stock purchase, stock appreciation, deferred
compensation, severance, or other material plan or arrangement for the benefit
of its current or former directors, officers, and employees;vi.       any
collective bargaining agreement;vii.      any
agreement under which it has advanced or loaned any amount to any of its
directors, officers, and employees outside the Ordinary Course of Business;(viii)    any
agreement providing for payments between Fourth Shift and its Subsidiaries; orviii.     any
agreement under which the consequences of a default or termination could have a
Material Adverse Effect on the business, financial condition, operations,
results of operations, or future prospects of any of Fourth Shift and its
Subsidiaries.o.Accounts Receivable.  All accounts receivable reflected on the
books and records of Fourth Shift and its Subsidiaries are properly recorded,
valid receivables, not subject to any setoffs or counterclaims, are
collectible, and will be collected in accordance with their terms at their
recorded amounts, subject only to the reserve for bad debts in accordance with
the past custom and practice of Fourth Shift and its Subsidiaries. Fourth Shift
has made available to AremisSoft a copy of its accounts receivable aging
report, which is accurate in all material respects.

p.Insurance.The Disclosure Schedule, under the caption
referencing this Section (p), lists and briefly describes each insurance
policy maintained by Fourth Shift and its Subsidiaries with respect to the
properties, assets and operations of Fourth Shift and its Subsidiaries and sets
forth the date of expiration of each such insurance policy. All of such
insurance policies are in full force and effect and are issued by insurers of
recognized responsibility. Fourth Shift and its Subsidiaries are not in default
with respect to its obligations under any of such insurance policies. Each of
Fourth Shift and its Subsidiaries has been covered during the past 5 years
by insurance in scope and amount customary and reasonable for the businesses in
which it has engaged during the aforementioned period.



q.Employees.  The Executive Officers do not have Knowledge
of any executive, key employee, or group of employees that has plans to
terminate employment with Fourth Shift and its Subsidiaries. None of Fourth
Shift and its Subsidiaries is a party to or bound by any collective bargaining
agreement, nor has any of them experienced any strikes, grievances, formal
claims of unfair labor practices, or other collective bargaining disputes.



r.Employee
Benefits.



i.        §3(r)
of the Disclosure Schedule lists each Employee Benefit Plan that Fourth Shift
and its Subsidiaries maintains, to which Fourth Shift and its Subsidiaries
contribute, or with respect to which any of Fourth Shift and its Subsidiaries
has any material Liability or potential Liability.(1)      Each
such Employee Benefit Plan (and each related trust, insurance contract, or
fund) has been maintained, funded and administered in accordance with the terms
of such Employee Benefit Plan and complies in form and in operation in all
material respects with the applicable requirements of ERISA, the Code, and
other applicable laws.(2)      All
contributions (including all employer contributions and employee salary
reduction contributions) which are due have been made within the time period
prescribed by ERISA to each such Employee Benefit Plan which is an Employee
Pension Benefit Plan and all contributions for any period ending on or before
the Closing Date which are not yet due have been made to each such Employee
Pension Benefit Plan or accrued in accordance with the past custom and practice
of Fourth Shift and its Subsidiaries. All premiums or other payments for all
periods ending on or before the Closing Date have been paid with respect to
each such Employee Benefit Plan which is an Employee Welfare Benefit Plan.(3)      Each
such Employee Benefit Plan which is intended to meet the requirements of a "qualified
plan" under Code §401(a) has received a determination from the Internal
Revenue Service that such Employee Benefit Plan is so qualified, and nothing
has occurred since the date of such determination that could adversely affect
the qualified status of any such Employee Benefit Plan.s.Compliance with Laws.  Fourth Shift and its Subsidiaries are, and
have been, in material compliance with all laws, statutes, ordinances, rules,
regulations, licenses and permits of any governmental entity including all laws
relating to environment, health and safety.(t)Minnesota Takeover Statutes.  Neither the entering into of this Agreement
nor the consummation of the transactions contemplated hereby will, after
receiving the Requisite Stockholder Approval, be impeded by or subject to any
"fair price," "merger moratorium," "control share
acquisition" or other anti-takeover provisions of Minnesota Law.(u)Rights Agreement.All requisite corporate action
by Fourth Shift has been taken or will be taken promptly to (i) render the
Rights Agreement inapplicable with respect to the Merger and the transactions
contemplated hereby, (ii) ensure that neither AremisSoft or AremisSoft
Manufacturing nor any of their Affiliates is considered to be an Acquiring
Person or an Adverse Person (as defined in the Rights Agreement) and
(iii) ensure that neither the entering into of this Agreement, the
announcement or the consummation of the Merger shall trigger a Distribution
Date (as defined in the Rights Agreement).4.Representations and
Warranties of AremisSoft and AremisSoftManufacturing.  Each of AremisSoft and AremisSoft Manufacturing represents and
warrants to Fourth Shift that the statements contained in this §4 are correct
and complete as of the date of this Agreement and will be correct and complete
as of the Closing Date (as though made then and as though the Closing Date were
substituted for the date of this Agreement throughout this §4), except as set
forth in the Disclosure Schedule. The Disclosure Schedule will be arranged in
paragraphs corresponding to the numbered and lettered paragraphs contained in
this §4.

a.Organization.  Each of AremisSoft and AremisSoft
Manufacturing is a corporation duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its incorporation.b.Authorization of Transaction.  Each of AremisSoft and AremisSoft
Manufacturing has full power and authority (including full corporate power and
authority) to execute and deliver this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement, the
Certificate of Merger and the Articles of Merger by each of AremisSoft and
AremisSoft Manufacturing and the consummation of the transactions contemplated
hereby and thereby have been duly and validly authorized by all requisite
corporate action, and no other corporate proceedings on their part are
necessary to authorize the execution, delivery and performance of this
Agreement, the Certificate of Merger or the Articles of Merger. This Agreement
has been duly executed and delivered by AremisSoft and AremisSoft Manufacturing
and constitutes their valid and legally binding obligation, enforceable in
accordance with its terms.c.Noncontravention.  Neither the execution and the delivery of
this Agreement, nor the consummation of the transactions contemplated hereby,
will (i) violate any constitution, statute, regulation, rule, injunction,
judgment, order, decree, ruling, charge, or other restriction of any
government, governmental agency, or court to which either AremisSoft or
AremisSoft Manufacturing is subject or any provision of the charter or bylaws
of either AremisSoft or AremisSoft Manufacturing or (ii) conflict with,
result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify, or cancel,
or require any notice under any agreement, contract, lease, license,
instrument, or other arrangement to which either AremisSoft or AremisSoft
Manufacturing is a party or by which it is bound or to which any of its assets
is subject other than in connection with the provisions of the Delaware General
Corporation Law, the Securities Exchange Act, the Securities Act, and the state
securities laws, neither AremisSoft nor AremisSoft Manufacturing needs to give
any notice to, make any filing with, or obtain any authorization, consent, or
approval of any government or governmental agency in order for the Parties to
consummate the transactions contemplated by this Agreement.d.Brokers' Fees.  Neither AremisSoft nor AremisSoft
Manufacturing has any liability or obligation to pay any fees or commissions to
any broker, finder, or agent with respect to the transactions contemplated by
this Agreement for which any of Fourth Shift and its Subsidiaries could become
liable or obligated.5.Additional Covenants and Agreements.  The Parties agree as follows with respect to the period from and after the execution of
this Agreement.



a.General.  Each of the Parties will use its reasonable
best efforts to take all action and to do all things necessary, proper, or
advisable in order to consummate and make effective the transactions
contemplated by this Agreement (including satisfaction, but not waiver, of the
closing conditions set forth in §6 below).b.Notices and Consents.  Fourth Shift will give any notices (and will
cause each of its Subsidiaries to give any notices) to third parties, and will
use its best efforts to obtain (and will cause each of its Subsidiaries to use
its best efforts to obtain) any third party consents, that AremisSoft may
request in connection with the matters referred to in §3(d) above.c.Regulatory Matters and Approvals.  Each of the Parties will (and Fourth Shift
will cause each of its Subsidiaries to) give any notices to, make any filings
with, and use its best efforts to obtain any authorizations, consents, and
approvals of governments and governmental agencies in connection with the
matters referred to in §3(d) and §4(d) above. Without limiting the generality
of the foregoing:i.        AremisSoft
and Fourth Shift will cooperate and prepare and file with the SEC proxy
materials under the Securities Exchange Act relating to the Special Meeting.
Fourth Shift, with the assistance of AremisSoft, will use its best efforts to
respond to the comments of the SEC thereon and will make any further filings
(including amendments and supplements) in connection therewith that may be
necessary, proper, or advisable. AremisSoft will provide Fourth Shift with whatever
information and assistance in connection with the foregoing filing that Fourth
Shift reasonably may request.ii.        Fourth
Shift will call a special meeting of its stockholders (the "Special Meeting"), as soon as
reasonably practicable in order that the stockholders may consider and vote
upon the adoption of this Agreement and the approval of the Merger in
accordance with Minnesota Law. Fourth Shift will mail the proxy materials to
its stockholders as soon as reasonably practicable. The proxy materials will
contain the affirmative recommendation of the Board of Directors of Fourth
Shift in favor of the adoption of this Agreement and the approval of the
Merger;provided, however, that
no director or officer of Fourth Shift shall be required to violate any
fiduciary duty or other requirement imposed by law in connection therewith.d.Fairness Opinion and Comfort Letters.  Fourth Shift has obtained and delivered to
AremisSoft an opinion of Broadview as to the fairness of the Merger to Fourth
Shift from a financial point of view (the "Fairness Opinion").e.Operation of Business.  Without the prior written consent of
AremisSoft, Fourth Shift will not (and will not cause or permit any of its
Subsidiaries to) engage in any practice, take any action, or enter into any
transaction outside the Ordinary Course of Business. Without limiting the
generality of the foregoing:i.        none
of Fourth Shift and its Subsidiaries will authorize or effect any change in its
charter or bylaws;ii.        none
of Fourth Shift and its Subsidiaries will grant any options, warrants, or other
rights to purchase or obtain any of its capital stock or issue, sell, or
otherwise dispose of any of its capital stock (except upon the conversion or
exercise of options, warrants, and other rights currently outstanding);iii.       none
of Fourth Shift and its Subsidiaries will split, combine, subdivide or
reclassify any Fourth Shift Shares;iv.none of Fourth Shift and its
Subsidiaries will make any acquisition by merger, consolidation or otherwise,
or material disposition of inventory, supplies and products, of assets or
securities, or permit any assets to become subject to any material lien,
encumbrance or Security Interest outside the Ordinary Course of Business;v.       none
of Fourth Shift and its Subsidiaries will pay or agree to pay or accelerate the
payment of any pension, retirement allowance or other employee benefit not
required or contemplated by any of the existing Employee Benefit Plans;vi.       none
of Fourth Shift and its Subsidiaries will declare, set aside, or pay any
dividend or distribution with respect to its capital stock (whether in cash or
in kind), or redeem, repurchase, or otherwise acquire any of its capital stock;vii.      none
of Fourth Shift and its Subsidiaries will issue any note, bond, or other debt
security or create, incur, assume, or guarantee any indebtedness for borrowed
money or capitalized lease obligation outside the Ordinary Course of Business;viii.     none
of Fourth Shift and its Subsidiaries will impose any Security Interest upon any
of its assets outside the Ordinary Course of Business;ix.       none
of Fourth Shift and its Subsidiaries will make any capital investment in, make
any loan to, or acquire the securities or assets of any other Person outside
the Ordinary Course of Business;x.       none
of Fourth Shift and its Subsidiaries will make any change in employment terms,
including any increases in compensation, for any of its directors, officers,
and employees outside the Ordinary Course of Business;1)       none
of Fourth Shift and its Subsidiaries shall issue any press release or make any
public announcements regarding the business, prospects or financial condition
of Fourth Shift and its Subsidiaries; provided,
however, that Fourth Shift and its Subsidiaries may make any public
disclosure it believes in good faith, after consultation with its counsel, is
required by applicable law or any listing or trading agreement concerning its
publicly–traded securities (in which case Fourth Shift will use its best
efforts to advise AremisSoft prior to making the disclosure); andxi.       none
of Fourth Shift and its Subsidiaries will commit to any of the foregoing.f.Full Access.  Fourth Shift will (and will cause each of
its Subsidiaries to) permit representatives of AremisSoft to have full access
at all reasonable times, and in a manner so as not to interfere with the normal
business operations of Fourth Shift and its Subsidiaries, to all premises,
properties, personnel, books, records (including Tax records), contracts, and
documents of or pertaining to each of Fourth Shift and its Subsidiaries. Each
of AremisSoft and AremisSoft Manufacturing will treat and hold any such
information it receives from any of Fourth Shift and its Subsidiaries in the
course of the reviews contemplated by this §5(f) as Confidential Information
within the meaning of the Confidentiality Agreements.g.Notice of Developments.  Each Party will give prompt written notice
to the others of any material adverse development causing a breach of any of
its own representations and warranties in §3 and §4 above. No disclosure by any
Party pursuant to this §5(g), however, shall be deemed to amend or supplement
the Disclosure Schedule or to prevent or cure any misrepresentation, breach of
warranty, or breach of covenant.h.No Solicitation of Transactions.  Fourth Shift and its Subsidiaries, its
Affiliates and their respective officers, directors, employees, representatives
and agents shall immediately cease any existing discussions or negotiations, if
any, with any parties conducted heretofore with respect toany Takeover Proposal. Fourth Shift and its Subsidiaries,
directors, employees, representatives and agents may furnish information or
access to any person made after the date hereof which is required as a result
of theirfiduciary duties and was not initiated,
solicited or knowingly encouraged by Fourth Shift and its Subsidiaries or any
of its Affiliates or any of its or their respective officers, directors,
employees, representatives or agents after the date hereof (with respect to
Confidential Information, pursuant to appropriate confidentiality agreements),
and may participate in discussions and negotiate with such entity or group
concerning any Takeover Proposal, only if such entity or group has submitted a
bona fide proposal to the Board of Directors of Fourth Shift relating to any
such transaction and (i) if the Board of Directors of Fourth Shift
determines in good faith, after receiving advice from its independent financial
advisor, that such entity or group has submitted to Fourth Shift a Takeover
Proposal which is reasonably likely to be superior to the Merger and other
transactions contemplated by this Agreement, and (ii) if the Board of
Directors of Fourth Shift determines, in its good faith judgment, based on the opinion
of outside legal counsel to Fourth Shift, that failing to take such action
would constitute a breach of such Board's fiduciary obligations under
applicable law. Fourth Shift shall promptly notify AremisSoft if any proposal
or offer, or any inquiry or contact with any Person with respect thereto, is
made and shall, in any such notice to AremisSoft, indicate in reasonable detail
the identity of the offeror and the terms and conditions of any proposal or
offer, or any such inquiry or contact. Fourth Shift will promptly provide to
AremisSoft any non-public information concerning Fourth Shift provided to any
other person which was not previously provided to AremisSoft. Fourth Shift
shall keep AremisSoft promptly advised of developments that are likely to cause
the Board of Directors of Fourth Shift to modify or amend its recommendation of
the Merger and other transactions contemplated by this Agreement. Except as set
forth in this Section 5(h), neither Fourth Shift nor any of its
Affiliates, nor any of its or their respective officers, directors, employees,
representatives or agents, shall, directly or indirectly, knowingly encourage
or solicit, participate in or initiate discussions or negotiations with, or
provide any information to, any corporation, partnership, person or other
entity or group (other than AremisSoft, any Affiliate or associate of
AremisSoft, or any designees of AremisSoft), concerning any Takeover Proposal
and the Board of Directors shall not recommend that Fourth Shift Stockholders
tender their Shares in connection with any tender offer unless the Board of
Directors of Fourth Shift determines in its good faith judgment, based on the
opinion of independent outside legal counsel to Fourth Shift, that filing to
take such action would constitute a breach of its fiduciary duties under
applicable law.i.Termination Fee Payable by Fourth Shift.(i)       In
the event that this Agreement is terminated (regardless of whether such
termination is by Fourth Shift or AremisSoft) and prior to such termination a
Trigger Event shall have occurred, Fourth Shift shall pay to AremisSoft a fee
of $2.5 million (the "Termination Fee"). Such fee shall be
payable in immediately available funds on the third business day following the
termination of this Agreement. Notwithstanding the foregoing, the Termination
Fee shall not be payable in the event that (A)  the Special Meeting shall
have been held, a Trigger Event or proxy solicitation in opposition to the
Merger (in anticipation of a Trigger Event) shall not have occurred prior to
the voting of the Fourth Shift Shares at the Special Meeting and, following the
conclusion of the Special Meeting, the Requisite Stockholder Approval shall not
have been obtained, or (B) AremisSoft or AremisSoft Manufacturing breached
in any material respect its obligations under this Agreement.(ii)      As
used herein, "Trigger Event" shall mean the occurrence of any of the
following events:(A)     Fourth
Shift, its Subsidiaries or their respective Board of Directors shall have
authorized, recommended or filed a Solicitation/Recommendation Statement or
other Public Report not opposing any tender or exchange offer, or authorized,
recommended or publicly announced its intention to enter into any merger (other
than the Merger), consolidation, liquidation, dissolution, business
combination, recapitalization, acquisition or disposition of a material amount
of assets or securities or any comparable transaction which has not been
consented to in writing by AremisSoft;(B)     the
Board of Directors of Fourth Shift withdraws or materially modifies its
authorization, approval or recommendation to the Fourth Shift Stockholders with
respect to the Merger or this Agreement, unless such withdrawal or modification
results solely from a material breach by AremisSoft of this Agreement which
AremisSoft fails to cure within ten (10) business days after notice
thereof is received from Fourth Shift;(C)     in
the event a proxy solicitation in opposition to the Merger shall have occurred
prior to the voting of the Fourth Shift Shares at the Special Meeting and
thereafter any person, entity or "group" (as that term is used in
§13(d)(3) of the Exchange Act (other than its Affiliates) that sponsored,
directly or indirectly, promoted or participated in such proxy solicitation
shall, within twelve (12) months from the date of termination of this
Agreement, have commenced a tender offer for at least a majority of the
outstanding Fourth Shift Shares at a price in excess of $3.70 per Fourth Shift
Share or shall have become the "beneficial owner" (as defined in
Rule 13d-3 promulgated under the Exchange Act) of a majority of the then
outstanding Fourth Shift Shares; or(D)     Fourth
Shift shall have taken any action to amend the Rights Agreement, or to redeem
the rights thereunder, with respect to an offer other than the Merger
contemplated hereby.j.Directors' and Officers' Indemnification and
Insurance.  From and after
the Effective Time, AremisSoft shall, and shall cause the Surviving Company to,
jointly and severally, indemnify, defend and hold harmless the present and
former officers and directors of Fourth Shift and persons who become officers
or directors prior to the Effective Time (collectively, the
"Indemnitees") against all losses, expenses, (including reasonable attorney's
fees) claims, damages, liabilities, costs or judgments or amounts that are paid
in settlement with the approval of AremisSoft (which approval shall not be
unreasonably withheld) arising out of actions or omissions occurring at or
prior to the Effective Time (including, without limitation, the transactions
contemplated by this Agreement) to the full extent permitted or required as of
the date hereof by Fourth Shift's articles of incorporation and bylaws (and
shall also advance expenses as incurred to the fullest extent permitted under
the Fourth Shift's articles of incorporation and bylaws, provided that the
person to whom expenses are advanced provides the undertaking to repay such
advances if and as contemplated by applicable law or such articles of incorporation
and bylaws). The Surviving Company shall have in place extended reporting
endorsements (tail coverage) on the fiduciary liability, professional
liability, and directors and officers liability policies currently covering
Fourth Shift or any of the Indemnitees required to be indemnified by
AremisSoft, for a period of three (3) years commencing as of the Effective
Time. In connection with such efforts, the Surviving Company will complete
accurately in all material respects any insurance applications and forms of the
applicable insurer and take any reasonable steps to preserve any claims,
including submitting a full and complete list of any potential claims of which
the Surviving Company has knowledge, under the policy issued by such insurer.
AremisSoft may substitute new directors and officers liability insurance
policies from reputable insurance companies the material terms of which,
including coverage and amount, are no less favorable in any material respect to
the Indemnitees than the insurance coverage otherwise required by this
Section (l). Such extended reporting endorsements shall be obtained by
Fourth Shift prior to the Closing with premiums in an aggregate amount not to
exceed $225,000. Notwithstanding any provisions of this Section (l),
failure by the Surviving Company and/or AremisSoft, to have in place such
extended reporting endorsements orto provide such similar coverage under AremisSoft's policies shall not
in any way affect, lessen or excuse AremisSoft from its obligation to
indemnify, defend and hold harmless the Indemnitees to the extent required by
this Section (l). In the event any claim, action, suit, proceeding or
investigation (a "D&O Claim") for which indemnification is
provided under this Section (l) is brought against an Indemnitee (whether
arising before or after the Effective Time) after the Effective Time
(i) such Indemnitee may retain counsel satisfactory to it (subject to
approval by the indemnifying party, which approval shall not be unreasonably
withheld, and subject to the terms and conditions of the applicable directors
and officers liability insurance or fiduciary liability insurance policies),
(ii) the indemnifying party shall pay all reasonable fees and expenses of
such counsel for such Indemnitee promptly as statements therefor are received
(subject to the ability of the indemnifying party to receive such information
relative to the legal services provided as is customarily provided and
reasonably requested by the indemnifying party and provided that nothing in
this Section (l) shall prevent the indemnifying party from disputing any
fees it reasonably believes are not reasonable), and (iii) the
indemnifying party will use all reasonable efforts to assist in the vigorous
defense of any such matter, provided that the indemnifying party shall not be
liable for any settlement of any D&O Claim effected without its written
consent, which consent shall not be unreasonably withheld. Any Indemnitee
wishing to claim indemnification under this Section (l), upon learning of
any such D&O Claim, shall notify the appropriate indemnifying party (but
the failure so to notify such indemnifying party shall not relieve the
indemnifying party from any liability which it may have under this
Section (l) except to the extent such failure materially prejudices such
indemnifying party), and shall deliver to such indemnifying party the
undertaking contemplated by applicable law. The Indemnitees as a group may
retain only one law firm to represent them with respect to each such matter
unless there is, under applicable standards of professional conduct, a conflict
on any significant issue between the positions of any two or more Indemnitees.
This Subsection (l) is intended to benefit the Indemnitees, shall be
enforceable by each Indemnitee and his or her heirs and representatives, and
shall be binding on all successors and assigns of the Surviving Company and
AremisSoft.6.Conditions to Obligation to Close.

a.Conditions to Obligation of AremisSoft and
AremisSoft Manufacturing. 
The obligation of each of AremisSoft and AremisSoft Manufacturing to
consummate the transactions to be performed by it in connection with the
Closing is subject to satisfaction of the following conditions:i.        this
Agreement and the Merger shall have received the Requisite Stockholder
Approval;ii.        Fourth
Shift and its Subsidiaries shall have procured all material third party
consents specified in §5(b) above;iii.       the
representations and warranties set forth in §3 above shall be true and correct
in all material respects at and as of the Closing Date;iv.       Fourth
Shift shall have performed and complied with all of its covenants hereunder in
all material respects through the Closing Date;v.       no
action, suit, or proceeding shall be pending or threatened before any court or
quasi–judicial or administrative agency of any federal, state, local, or
foreign jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (A) prevent
consummation of any of the transactions contemplated by this Agreement,
(B) cause any of the transactions contemplated by this Agreement to be
rescinded following consummation, (C) affect adversely the right of
AremisSoft to own the capital stock of the Surviving Corporation, or
(D) have a Material Adverse Effect on the rights of the Surviving
Corporation and its Subsidiaries to own its assets and to operate its
businesses (an no injunction, judgment, order, decree, ruling, or charge shall
be in effect);vi.Fourth Shift shall have
delivered to AremisSoft and AremisSoft Manufacturing a certificate to the
effect that each of the conditions specified above in §6(a)(i)–(v) is
satisfied in all respects;vii.      AremisSoft
and AremisSoft Manufacturing shall have received from counsel to Fourth Shift
an opinion in substantially the form and substance as set forth in Exhibit C attached hereto, addressed
to AremisSoft and AremisSoft Manufacturing, and dated as of the Closing Date;viii.     AremisSoft
and AremisSoft Manufacturing shall have received the resignations, effective as
of the Closing, of each director and officer of Fourth Shift and its
Subsidiaries, other than those whom AremisSoft shall have specified in writing
prior to the Closing;ix.       all
actions to be taken by Fourth Shift in connection with consummation of the
transactions contemplated hereby and all certificates, opinions, instruments,
and other documents required to effect the transactions contemplated hereby
will be reasonably satisfactory in form and substance to AremisSoft and
AremisSoft Manufacturing.AremisSoft and AremisSoft Manufacturing may
waive any condition specified in this §6(a) if they execute a writing so
stating at or prior to the Closing.

b.Conditions to Obligation of Fourth Shift.  The obligation of Fourth Shift to consummate
the transactions to be performed by it in connection with the Closing is
subject to satisfaction of the following conditions:i.        the
representations and warranties set forth in §4 above shall be true and correct
in all material respects at and as of the Closing Date;ii.        each
of AremisSoft and AremisSoft Manufacturing shall have performed and complied
with all of its covenants hereunder in all material respects through the
Closing;iii.       no
action, suit, or proceeding shall be pending or threatened before any court or
quasi–judicial or administrative agency of any federal, state, local, or
foreign jurisdiction or before any arbitrator wherein an unfavorable
injunction, judgment, order, decree, ruling, or charge would (A) prevent
consummation of any of the transactions contemplated by this Agreement, or
(B) cause any of the transactions contemplated by this Agreement to be
rescinded following consummation;iv.       each
of AremisSoft and AremisSoft Manufacturing shall have delivered to Fourth Shift
a certificate to the effect that each of the conditions specified above in
§6(b)(i)–(iii) is satisfied in all respects;v.       this
Agreement and the Merger shall have received the Requisite Stockholder
Approval;vi.       Fourth
Shift shall have received from counsel to AremisSoft and AremisSoft
Manufacturing an opinion in substantially the form and substance as set forth
in Exhibit D attached
hereto, addressed to Fourth Shift, and dated as of the Closing Date; andvii.      all
actions to be taken by AremisSoft and AremisSoft Manufacturing in connection
with consummation of the transactions contemplated hereby and all certificates,
opinions, instruments, and other documents required to effect the transactions
contemplated hereby will be reasonably satisfactory in form and substance to
Fourth Shift.Fourth Shift may waive any condition
specified in this §6(b) if it executes a writing so stating at or prior to the
Closing.

7.Termination.



a.Termination of Agreement.  Any of the Parties may terminate this
Agreement with the prior authorization of its board of directors (whether
before or after the Requisite Stockholder Approval) as provided below:i.        the
Parties may terminate this Agreement by mutual written consent at any time
prior to the Effective Time;ii.        AremisSoft
and AremisSoft Manufacturing may terminate this Agreement by giving written
notice to Fourth Shift at any time prior to the Effective Time (A) in the
event Fourth Shift has breached any material representation, warranty, or
covenant contained in this Agreement in any material respect, AremisSoft or
AremisSoft Manufacturing has notified Fourth Shift of the breach, and the
breach has continued without cure for a period of thirty (30) days after
the notice of breach or (B) if the Closing shall not have occurred, by
reason of the failure of any condition precedent under §6(a) hereof (unless the
failure results primarily from AremisSoft or AremisSoft Manufacturing breaching
any representation, warranty, or covenant contained in this Agreement);iii.       Fourth
Shift may terminate this Agreement by giving written notice to AremisSoft and
AremisSoft Manufacturing at any time prior to the Effective Time (A) in
the event AremisSoft or AremisSoft Manufacturing has breached any material
representation, warranty, or covenant contained in this Agreement in any
material respect, Fourth Shift has notified AremisSoft and AremisSoft
Manufacturing of the breach, and in the case of any breach other than a failure
to maintain the Pre-Closing Funds in accordance with Section 3(e)(iii) (for
which no cure period shall apply) the breach has continued without cure for a
period of thirty (30) days after the notice of breach or (B) if the
Closing shall not have occurred by reason of the failure of any condition
precedent under §6(b) hereof (unless the failure results primarily from Fourth
Shift breaching any representation, warranty, or covenant contained in this
Agreement);iv.       any
Party may terminate this Agreement by giving written notice to the other Party
at any time prior to the Effective Time in the event the Fairness Opinion is
withdrawn; orv.       any
Party may terminate this Agreement by giving written notice to the other Party
at any time after the Special Meeting in the event this Agreement and the
Merger fail to receive the Requisite Stockholder Approval; or(vi)     either
Party may terminate this Agreement if the Closing Date shall not have occurred
on or before June 30, 2001, unless the failure results primarily from
action or inaction of the Party seeking to terminate this Agreement.b.Effect of Termination.  If any Party terminates this Agreement
pursuant to §7(a) above, all rights and obligations of the Parties hereunder
shall terminate without any liability of any Party to any other Party (except
for any liability of any Party then in breach); provided, however,that the confidentiality and termination
fee provisions contained in §5(g) and §5(i) above shall survive any such
termination.8.     Miscellaneous.



a.Survival.  None of the representations, warranties, and
covenants of the Parties (other than the provisions in §2 above concerning
payment of the Merger Consideration) will survive the Effective Time.b.Press Releases and Public Announcements.  No Party shall issue any press release or
make any public announcement relating to the subject matter of this Agreement
without the prior written approval of the other Parties; provided, however,that any Party may make
any public disclosure it believes in good faith is required by applicable law
or any listing or trading agreement concerning its publicly–traded
securities (in which case the disclosing Party will use its best efforts to
advise the other Party prior to making the disclosure).c.No Third–Party Beneficiaries.This Agreement shall not confer
any rights or remedies upon any Person other than the Parties and their
respective successors and permitted assigns; provided,
however,that the provisions in §2 above concerning payment of the
Merger Consideration are intended for the benefit of Fourth Shift Stockholders.d.Entire Agreement.  This Agreement together with the
Confidentiality Agreements (including the documents referred to herein)
constitutes the entire agreement among the Parties and supersedes any prior
understandings, agreements, or representations by or among the Parties, written
or oral, to the extent they related in any way to the subject matter hereof.e.Succession and Assignment.  This Agreement shall be binding upon and
inure to the benefit of the Parties named herein and their respective
successors and permitted assigns. No Party may assign either this Agreement or
any of its rights, interests, or obligations hereunder without the prior
written approval of the other Parties.f.Counterparts.  This Agreement may be executed in one or
more counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.g.Headings.  The section headings contained in this
Agreement are inserted for convenience only and shall not affect in any way the
meaning or interpretation of this Agreement.h.Notices.  All notices, requests, demands, claims, and
other communications hereunder will be in writing. Any notice, request, demand,
claim, or other communication hereunder shall be deemed duly given if (and then
two business days after) it is sent by registered or certified mail, return
receipt requested, postage prepaid, and addressed to the intended recipient as
set forth below:If
  to Fourth Shift:
  FOURTH SHIFT
  CORPORATION
  Two Meridian Crossings, #800
  Minneapolis, MN 55423
  Attn: Marion StuckeyCopy
  to:
  Dorsey &
  Whitney LLP
  Pillsbury Center South
  220 South Sixth Street
  Minneapolis, MN 55402
  Attn: Thomas O. MartinIf
  to AremisSoft:
  AremisSoft
  Corporation
  or AremisSoft Manufacturing
  216 Haddon Avenue, #607
  Westmont, NJ 08108
  Attn: Roys PoyiadjisCopy
  to:
  Bartel
  Eng & Schroder
  300 Capitol Mall, #1100
  Sacramento, CA 95814
  Attn: Scott E. Bartel

Any Party may send any notice, request, demand, claim, or
other communication hereunder to the intended recipient at the address set forth above using any other means (including
personal delivery, expedited courier, messenger service, telecopy, telex,
ordinary mail, or electronic mail), but no such notice, request, demand, claim,
or other communication shall be deemed to have been duly given unless and until
it actually is received by the intended recipient. Any Party may change the
address to which notices, requests, demands, claims, and other communications
hereunder are to be delivered by giving the other Parties notice in the manner
herein set forth.

i.Governing Law.  This Agreement shall be governed by and construed in accordance
with the domestic laws of the State of Delaware without giving effect to any
choice or conflict of law provision or rule (whether of the State of Delaware
or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Delaware.j.Amendments and Waivers.  The Parties may mutually amend any provision of this Agreement at
any time prior to the Effective Time with the prior authorization of their
respective boards of directors; provided,
however,that any amendment effected subsequent to stockholder
approval will be subject to the restrictions contained in Minnesota Law. No
amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by all of the Parties. No waiver by any Party of
any default, misrepresentation, or breach of warranty or covenant hereunder,
whether intentional or not, shall be deemed to extend to any prior or
subsequent default, misrepresentation, or breach of warranty or covenant
hereunder or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.k.Severability.  Any term or provision of this Agreement that
is invalid or unenforceable in any situation in any jurisdiction shall not
affect the validity or enforceability of the remaining terms and provisions
hereof or the validity or enforceability of the offending term or provision in
any other situation or in any other jurisdiction.l.Expenses.  Each of the Parties will bear its own costs
and expenses (including legal fees and expenses) incurred in connection with
this Agreement and the transactions contemplated hereby.m.Construction.  The Parties have participated jointly in the
negotiation and drafting of this Agreement. In the event an ambiguity or
question of intent or interpretation arises, this Agreement shall be construed
as if drafted jointly by the Parties and no presumption or burden of proof
shall arise favoring or disfavoring any Party by virtue of the authorship of
any of the provisions of this Agreement. Any reference to any federal, state,
local, or foreign statute or law shall be deemed also to refer to all rules and
regulations promulgated thereunder, unless the context otherwise requires. The
word "including" shall mean including without limitation.n.Incorporation of Exhibits and Schedules.  The Exhibits and Schedules identified in
this Agreement are incorporated herein by reference and made a part hereof.IN
WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date
first above written.

AREMISSOFT CORPORATION,
  A DELAWARE CORPORATIONBy:
  /s/ ROYS
  POYIADJISRoys Poyiadjis,Co-Chief Executive OfficerFOURTH SHIFT CORPORATION,
  A MINNESOTA CORPORATIONBy:
  /s/ MARION
  MELVIN STUCKEYMarion Melvin
  Stuckey,Chief Executive OfficerAREMISSOFT MANUFACTURING (US), INC.,
  A DELAWARE CORPORATIONBy:
  /s/ ROYS
  POYIADJISRoys Poyiadjis,Co-Chief Executive Officer