Exhibit 10.5
                      SETTLEMENT AGREEMENT


     THIS  SETTLEMENT  AGREEMENT (the "Agreement")  is  made  and
entered  into  as  of May 1, 2001 by and among UNICOMP,  INC.,  a
Colorado corporation ("UniComp"), ARCCOM MANAGEMENT SYSTEMS, INC.
d/b/a  Unibol,  Inc., a Georgia corporation  and  a  wholly-owned
subsidiary  of  UniComp  ("AMS"), UNICOMP  COMPUTING  GROUP  LTD.
(formerly  known  as  ICS  COMPUTING GROUP,  LIMITED),  a  United
Kingdom  limited company and a wholly-owned subsidiary of UniComp
("UCG"),  STEPHEN  A.  HAFER, an individual resident  of  Georgia
("Hafer"),  SHELLY SINGHAL, an individual resident of  California
("Singhal"),   CALIFORNIA   SOFTWARE   CORPORATION,   a    Nevada
corporation  ("CSC"), and UNIBOL, LTD, a United  Kingdom  limited
company and a wholly-owned subsidiary of CSC ("UL").

                            RECITALS
                            --------

     WHEREAS,  UniComp and CSC had contemplated entering  into  a
merger  (the "Merger") and the Merger was not completed and  will
not be completed;

     WHEREAS,  in anticipation of the Merger, UniComp,  UCG,  and
CSC  entered  into  that certain Stock Purchase  Agreement  dated
November  8, 2000, as amended on November 10, 2000 (the "Purchase
Agreement"), under the terms of which CSC purchased  all  of  the
issued and outstanding stock of UL (the stock referred to as  the
"UL  Shares" and the purchase of the UL Shares referred to as the
"UL Acquisition") and asserted that it purchased Unibol Inc.;

     WHEREAS,  subsequent to the UL Acquisition, a dispute  arose
between  UniComp  and CSC related to the Purchase  Agreement  and
litigation was instituted;

     WHEREAS,  the parties desire to resolve all of the previous,
current  and  future  issues related to  the  Merger,  the  Stock
Purchase  Agreement, and the UL Acquisition, and desire to  enter
into  a  bilateral  dismissal and termination of  all  litigation
related  thereto,  all  under the terms and  conditions  of  this
Agreement;

     NOW,  THEREFORE,  for  and  in  consideration  of  good  and
valuable consideration, the receipt, adequacy and sufficiency  of
which  is  hereby  acknowledged,  and  the  promises  and  mutual
covenants  and  agreements contained herein, the parties  hereto,
intending to be legally bound hereby, do hereby agree as follows:

                            ARTICLE 1

                 SETTLEMENT TERMS AND CONDITIONS
                 -------------------------------

     1.1   Resignation  of  Hafer  and  Relinquishing  of  Voting
Rights.   On the Closing Date (as defined in Section 2.1 hereof),
Hafer  and  any and all other UniComp designees shall immediately
resign  their  position(s) on the Board of UL  and  their  voting
rights  shall  be terminated.  UniComp, Hafer, Singhal,  and  UCG
acknowledge, agree, represent, and warrant for themselves and any
and  all  UniComp-related entities that all of  their  respective
right,  title  and  interest in and to the UL  Shares  was  sold,
assigned  and transferred to CSC under the Purchase Agreement  on
November 8, 2000, free and clear of all liens and encumbrances of
any  kind  or  description.  The current secretary  of  UL  shall

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register  all shares of stock in the name of CSC or its  designee
immediately  after  execution  of  this  Agreement.   As  of  the
Closing,  CSC shall have no further obligations under  the  Stock
Purchase Agreement.

     1.2  Distribution Agreement.  The parties agree that any and
all  existing agreements of any kind between UL and AMS  will  be
terminated  upon execution at the Closing by AMS and CSC  of  the
Distribution Agreement attached hereto as Schedule A and  thereby
made  an  integral part hereof.  Prior to the Closing,  AMS  will
change  its  name to UniComp Solutions, Inc. (or a similar  name)
and  as of the Closing will cease doing business as or using  the
name of Unibol Inc. or any similar name.  The new company will be
provided  with license keys for its customers from  UL  and  will
return to California Software any and all copies of the licensing
software currently in its possession.

     1.3   Termination  of Debt Claims.  At the Closing,  UniComp
and  all  related  individuals and entities  will  terminate  and
release  from  any  and all debt claims, secured  and  unsecured,
against   UL,   including,  but  not  limited  to,  approximately
$2,400,000.00 in intercompany obligations.  At the  Closing,  CSC
and  UL  and all related individuals and entities will  terminate
and  release from any and all debt claims, secured and unsecured,
against  UniComp and its Affiliates, including, but  not  limited
to,  any intercompany obligations and other amounts due from  UI,
UniComp,  and any UniComp Affiliates, and any amounts  receivable
still outstanding on the books of UL from Mapics.

     1.4   Settlement  of  Litigation.  Upon  execution  of  this
Agreement, the parties will take whatever action is necessary  to
suspend  all litigation activities and postpone until after  July
1,  2001,  any  and all hearings and deadlines for submission  of
materials  related  to  said litigation  and  hearings.   At  the
Closing,  the parties will (i) exchange fully executed dismissals
with  prejudice  of any existing and or future  claims  or  suits
related  to  the  Merger, the Stock Purchase  Agreement,  the  UL
Acquisition,  and  related transactions and  any  other  disputes
among  the  parties, including, but not limited  to,  the  action
brought  against UniComp, Hafer and Singhal on behalf of CSC  and
the action brought on behalf of UniComp, AMS and UCG against CSC,
and  (ii)  execute indemnifications and mutual  releases  of  all
claims  other than those related to this Agreement  in  the  form
attached  hereto as Schedule B and thereby made an integral  part
hereof  (the "Releases"), which Releases shall be a condition  of
this  Agreement.   UniComp represents  that  no  other  debts  or
obligations of UL existed as of the close of business on  January
26,  2001,  other than those specifically disclosed to  CSC.  The
Releases shall include (i) indemnification of UniComp by CSC  for
the  UL  Debts  (as  defined herein) and any third  party  claims
related  to  acts  of  CSC, and (ii) indemnification  of  CSC  by
UniComp  for  any third party claims related to acts of  UniComp.
(see 2.6)

     1.5   Accounts Receivable.  As of the Closing, UniComp shall
transfer  control to CSC of all UL bank accounts  in  the  United
Kingdom,  Ireland, Northern Ireland, Isle of Mann  and  elsewhere
(the  "UL  Accounts").  Within five business days after execution
of  this  Agreement, UniComp will provide CSC with the  following
items  for transactions occurring during the period from November
8,  2000  through the date of this Agreement (i) copies  of  bank
statements for all UL Accounts into which wire transfers or other
remittances  from  UL  customers were deposited,  detailing  each
customer  name,  the amount and the date the  deposit  was  made,
including collections made from the Atlanta office, if  any  (the
"Deposits"),  and  (ii)  copies  of  cancelled  checks  or  other

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evidence  for  any and all amounts paid to or  on  behalf  of  or
transferred  to UL (the "UL Transfers").  Prior to  the  Closing,
UniComp  and  CSC must agree in writing as to the  total  of  all
Deposits  and  the total of all UL Transfers.   At  the  Closing,
UniComp shall pay to CSC the excess, if any, of the total of  all
Deposits minus the total of all UL Transfers.

     1.6   UL Debts.  Prior to the Closing, UniComp and CSC shall
work  together to prepare a list of all debts of UL.   After  the
Closing,  (i)  CSC  shall resolve the debts incurred  by  and  on
behalf of UL (the "UL Debts"), and (ii) CSC shall provide UniComp
with  evidence that the UL Debts are resolved from time  to  time
and  shall indemnify UniComp as described in Section 1.4  hereof.
Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement  or  any  other document, the parties  acknowledge  and
agree  that the following items will be included in the UL Debts:
(i)  the  credit, loan, and overdraft facility with the  Bank  of
Ireland represented by Account Number 57569484 in the approximate
amount of 400,000.00 pounds Sterling, (ii) the IDB loan to UL  in
the  approximate amount of 80,000.00 pounds Sterling,  and  (iii)
past   due  contributions  and  reimbursements  of  approximately
27,000.00  pounds  Sterling related  to  the  pension  plan  (the
"Pension Plan").  The parties agree to cooperate in resolving the
situation related to the Pension Plan and the transfer or  refund
of any unapplied funds.

     1.7   Assignment.  At the Closing, UniComp will  assign  any
and all interest to CSC of trademarks, copyrights, or trade names
related  to  Unibol,  including, but not  limited  to,  "Unibol",
"Unibol Inc.", "Unibol 36", and "Unibol 400."

     1.8   Cooperation.   Each party hereto shall  use  its  best
efforts  to cause the transactions contemplated by this Agreement
to  be  consummated, and without limiting the generality  of  the
foregoing,   to   obtain  all  consents  and  authorizations   of
government  agencies and third parties and to  make  all  filings
with  and  give  all  notices to government  agencies  and  third
parties which may be necessary or reasonably required in order to
consummate the transactions contemplated by this Agreement.  Upon
execution  of this Agreement, CSC immediately will allow  UniComp
and  its  auditors access to the books and records of UL so  that
(i)  the  audit of UniComp may be completed and (ii) UniComp  may
complete its obligations under this Agreement.

                            ARTICLE 2

                    MISCELLANEOUS PROVISIONS
                    ------------------------

     2.1   The Closing.  Contingent upon the terms and conditions
contained herein, the Closing shall occur on May 15, 2001  or  at
such other time as agreed to UniComp and California Software, but
not later than June 1, 2001.

     2.2  Public Announcements. CSC and the UniComp shall consult
with each other prior to issuing any statement or communication to
the public or the press related to this Agreement and any such
statements or communications must be approved in writing by both
CSC and UniComp prior to their issuance.  CSC and UniComp agree
that, except as required by law or by any securities exchange and
except as the other party shall authorize in writing or as
provided under this Agreement, neither of them shall or shall
cause their respective officers, directors, employees, Affiliates

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and advisors to, disclose any matter or matters relating to this
Agreement to any Person not an officer, director, employee,
Affiliate or advisor of such party.

     2.3  Amendment; Waiver.  Neither this Agreement, nor any of
the terms or provisions hereof, may be amended, modified,
supplemented or waived, except by a written instrument signed by
the parties hereto (or, in the case of a waiver, by the party
granting such waiver).  No waiver of any of the provisions of
this Agreement shall be deemed or shall constitute a waiver of
any other provision hereof (whether or not similar), nor shall
such waiver constitute a continuing waiver.  No failure of any
party hereto to insist upon strict compliance by any other party
with any obligation, covenant, agreement or condition contained
in this Agreement shall operate as a waiver of, or estoppel with
respect to, any subsequent or other failure.  Whenever this
Agreement requires or permits consent by or on behalf of any
party hereto, such consent shall be given in a manner consistent
with the requirements for a waiver of compliance as set forth in
this section.

     2.4  Fees and Expenses.  Except as otherwise provided in this
Agreement, each of the parties hereto shall bear and pay its own
costs and expenses incurred in connection with the origin,
preparation, negotiation, execution and delivery of this
Agreement and the agreements, instruments, documents and
transactions referred to in or contemplated by this Agreement
(whether or not such transactions are consummated) or incurred in
any of the litigation referred to in the recitals to this
Agreement including, without limitation, any fees, expenses or
commissions of any of its advisors, attorneys, agents, finders or
brokers.

    2.5  Notices.

          (a)  All notices, requests, demands and other communications
     required or permitted under this Agreement shall be in writing
     (including telefax, telegraphic, telex or cable communication)
     and mailed, telefaxed, telegraphed, telexed, cabled or delivered:

     If to UniComp, to:

                    UNICOMP, INC.
                    1850 Parkway Place, Suite 925
                    Marietta, GA 30067
                    Attention:  Stephen A. Hafer

     with a copy to:

                    Womble Carlyle Sandridge & Rice, PLLC
                    1201 West Peachtree Street, Suite 3500
                    Atlanta, GA 30309
                    Attention:  Kirk Watkins
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     If to AMS, to:

                    ARCCOM MANAGEMENT SYSTEMS, INC.
                    1850 Parkway Place, Suite 925
                    Marietta, GA 30067
                    Attention:  Stephen A. Hafer

     with a copy to:

                    Womble Carlyle Sandridge & Rice, PLLC
                    1201 West Peachtree Street, Suite 3500
                    Atlanta, GA 30309
                    Attention:  Kirk Watkins

     If to UCG, to:

                    UCG COMPUTING GROUP LTD
                    1850 Parkway Place, Suite 925
                    Marietta, GA 30067
                    Attention:  Stephen A. Hafer

     with a copy to:

                    Womble Carlyle Sandridge & Rice, PLLC
                    1201 West Peachtree Street, Suite 3500
                    Atlanta, GA 30309
                    Attention:  Kirk Watkins

     If to CSC, to

                    CALIFORNIA SOFTWARE CORPORATION
                    2485 McCabe Way, 2nd Floor
                    Irvine, CA 92614
                    Attention:  Bruce Acacio, Chief Executive
                    Officer

     with a copy to:

                    Rutan & Tucker, LLP
                    611 Anton Boulevard, 14th Floor
                    Costa Mesa, CA 92626
                    Attention:  Michael Hornak

     If to UL, to

                    UNIBOL LTD
                    2485 McCabe Way, 2nd Floor
                    Irvine, CA 92614
                    Attention:  Bruce Acacio, Chief Executive
                    Officer
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     with a copy to:

                    Rutan & Tucker, LLP
                    611 Anton Boulevard, 14th Floor
                    Costa Mesa, CA 92626
                    Attention:  Michael Hornak

     If to Hafer:

                    Stephen A. Hafer
                    1850 Parkway Place, Suite 925
                    Marietta, GA 30067

     If to Singhal:

                    Shelly Singhal
                    Blue Stone Capital
                    23 Corporate Plaza, Suite 210
                    Newport Beach, CA 92660



          (b)  All notices and other communications required or
     permitted under this Agreement which are addressed as provided
     in this section (i) if delivered personally against proper
     receipt or by confirmed telefax shall be effective upon delivery
     and (ii) if delivered  (A) by certified or registered mail with
     postage prepaid, (B) by Federal Express or similar courier
     service with courier fees paid by the sender or (C) by telegraph
     or cable, shall be effective two (2) business days following the
     date when mailed, couriered, telegraphed or cabled, as the case
     may be. Any  party may from time to time change its address for
     the purpose of notices to that party by a similar notice specifying
     a new address, but no such change shall be deemed to have been
     given until it is actually received by the party sought to be
     charged with its contents.

          (c)  Assignment.This Agreement and all of the provisions
     hereof shall be binding upon and inure to the benefit of the
     parties hereto and their respective successors and permitted
     assigns, but neither this Agreement nor any of the rights,
     interests or obligations hereunder may be assigned by the
     parties hereto without the prior written consent of the other
     parties; provided, however, that CSC may assign its rights and
     obligations under this Agreement to any of its Affiliates or
     any entity who by merger, consolidation, purchase or sale
     subsequently becomes an Affiliate without the prior consent
     of UniComp.  Any assignment which contravenes this section
     shall be void ab initio.

     2.6  Governing Law; Consent to Jurisdiction and Venue.  This
Agreement  and  the  legal relations between the  parties  hereto
shall  be  governed  by  and construed  in  accordance  with  the
internal  laws of the State of California, without giving  effect
to  the  conflicts  of  laws  principles  thereof.   Any  dispute
concerning this Agreement or the transactions contemplated hereby
shall  be  heard  and decided in the Federal or state  courts  of
Orange  County,  California.   Any  failure  of  the  parties  to

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complete  the  transactions contemplated to be  completed  at  or
prior  to  the  Closing (but after execution of  this  Agreement)
shall  be  resolved  by  the  Court  in  the  Superior  Court  of
California   for  the  County  of  Orange,  entitled,  California
Software  Corporation, v. Unicomp, Inc., etc., et  al,  case  no.
00CC14544.

     2.7  Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all
of which taken together shall constitute one and the same
instrument.

     2.8  Headings. The headings contained in this Agreement are for
convenience of reference only and shall not constitute a part
hereof or define, limit or otherwise affect the meaning of any of
the terms or provisions hereof.

     2.9  Entire Agreement.  This Agreement (which defined term
includes the Schedules and Exhibits to this Agreement) embodies
the entire agreement and understanding among the parties hereto
with respect to the subject matter of this Agreement and
supersedes all prior agreements, commitments, arrangements,
negotiations or understandings, whether oral or written, between
the parties with respect thereto.  There are no agreements,
covenants, undertakings, representations or warranties with
respect to the subject matter of this Agreement other than those
expressly set forth or referred to herein.

     2.10 Severability.  Each term and provision of this Agreement
constitutes a separate and distinct undertaking, covenant, term
and/or provision hereof.  In the event that any term or provision
of this Agreement shall be determined to be unenforceable,
invalid or illegal in any respect, such unenforceability,
invalidity or illegality shall not affect any other term or
provision of this Agreement, but this Agreement shall be
construed as if such unenforceable, invalid or illegal term or
provision had never been contained herein.  Moreover, if any term
or provision of this Agreement shall for any reason be held to be
excessively broad as to time, duration, activity or subject, it
shall be construed, by limiting and reducing it, so as to be
enforceable to the extent permitted under applicable law as it
shall then exist.

     2.11 No Third Party Beneficiaries. Nothing in this Agreement is
intended, nor shall anything in this Agreement be construed, to
confer any rights, legal or equitable, in any Person or entity
(other than the parties hereto and their respective heirs,
distributees, beneficiaries, executors, successors and assigns),
including, without limitation, any employee of UniComp or any
beneficiary of such employee.

     2.12 Miscellaneous.  The persons executing this Agreement on
behalf of the parties hereto are duly authorized to execute,
acknowledge and deliver this Agreement.

     2.13 Definitions.  When used in this Agreement, (i) "Person"
shall mean any individual, partnership, corporation, association,
business trust, joint venture, governmental entity or other
entity of any nature, and (ii) "Affiliate" or "Affiliates" shall
mean, with respect to any Person, any other Person that controls,
is controlled by, or is under common control with, such Person.

     2.14 Acknowledgement. The parties agree and acknowledge that (i)
no representation or warranty is made concerning the tax treatment
of the transactions contemplated pursuant to this

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Agreement, foreign or domestic and (ii) the parties hereto have
been advised to seek their own independent tax (domestic and
foreign), financial, and ERISA (and related employment and
employee benefits), advice and counsel with respect to the
transactions contemplated hereby.  The foregoing shall not,
however, diminish, alter or otherwise modify any of the
representations and warranties set forth herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed as of the day and year first above written.


                              UNICOMP, INC.


                              By:/s/ Stephen A. Hafer
                              -----------------------------------
                                Stephen A. Hafer, Chief Executive
                                 Officer

                              ARCCOM MANAGEMENT SYSTEMS, INC.


                              By:/s/ Stephen A. Hafer
                              -----------------------------------
                                Stephen A. Hafer, President


                              UNICOMP COMPUTING GROUP LTD


                              By:/s/ Stephen A. Hafer
                              -----------------------------------
                                Stephen A. Hafer, Chairman


                              CALIFORNIA SOFTWARE CORPORATION


                              By:/s/ Bruce Acacio
                              -----------------------------------
                                Bruce Acacio, Chief Executive
                                 Officer


                                /s/ Stephen A. Hafer
                              -----------------------------------
                              Stephen A. Hafer



                               /s/ Shelly Singhal
                              -----------------------------------
                              Shelly Singhal


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