SHARE PURCHASE AGREEMENT


                                     BETWEEN


                             AREMISSOFT CORPORATION,
                             a Delaware corporation


                       AREMISSOFT (E.E. M.E. A.) LIMITED,
                              a Cyprus corporation


                                       AND


                                 E-CHARM PVT LTD


                                       AND


                                STILL & LIFE GMBH





                                December 5, 2000



<PAGE>
                            SHARE PURCHASE AGREEMENT


THIS SHARE PURCHASE  AGREEMENT (the  "Agreement") is made and entered into as of
December  5,  2000,  by and  between  AremisSoft  Corporation,  a  Delaware  USA
corporation,  on behalf of  AremisSoft  (E.E.  M.E. A.) Limited,  a  corporation
wholly owned by AremisSoft  Corporation  and organized  under the laws of Cyprus
(collectively  "AremisSoft"),  e-ChaRM Pvt Ltd, , a corporation  organized under
the laws of India (the "Company") and the  shareholders of the Company listed on
the signature page hereof (collectively, the "Company Shareholders).

                              W I T N E S S E T H:

A.   The Company is the legal successor to all the right,  title and interest in
     e-CRM Pvt Ltd (hereinafter referred to as the "Acquired Business")

B.   The Company  Shareholders  are the owners of all the outstanding  shares of
     the Capital Stock of the Company (the "Shares"); and

C.   AremisSoft,  by and through its  wholly-owned  subsidiary  AremisSoft (E.E.
     M.E. A.) Limited,  desires to acquire the Acquired Businesses by purchasing
     all of the issued and  outstanding  Shares of the Company  from the Company
     Shareholders, on the terms and subject to the conditions set forth herein;

                                A G R E E M E N T

NOW, THEREFORE,  in consideration of the premises,  and the mutual covenants and
agreements contained herein, and for other good and valuable consideration,  the
receipt  and  sufficiency  of which are  hereby  acknowledged,  AremisSoft,  the
Company and the Company Shareholders agree as follows:

     1. Purchase and Sale of the Shares.

     1.1  Agreements  to Sell and  Purchase;  Closing.  Subject to the terms and
conditions  of this  Agreement,  the Company  Shareholders  agree to sell to one
hundred percent (100%) of the issued and outstanding  Shares of Capital Stock of
the  Company,  and  AremisSoft  agrees to purchase  such Shares from the Company
Shareholders  for the aggregate  purchase  price set forth in Paragraph 1.2. The
exact  number of Shares  held by each of the Company  Shareholders  is set forth
below:

                             Still & Life GmbH                   1495
                         Nominee for Still & Life GmbH              5
                                                                 ----
                                   TOTAL                         1500


     1.2 Purchase Price.

     (a)  Subject  to the terms  and  conditions  set  forth in this  Agreement,
AremisSoft shall pay to the Company Shareholders an aggregate purchase price for
all of the issued and  outstanding  Shares  equal to Ten  million  Nine  hundred
thousand  United  States  Dollars  ($10,900,000)  as  the  purchase  price  (the
"Purchase  Price")  for the  Shares  in the  following  amounts  to the  Company
Shareholders:

                        Still & Life GmbH              $10,863,666.65

                     Nominee for Still & Life GmbH          36,333.35
                                                       --------------
                              TOTAL                    $10,900,000.00


<PAGE>


     (b) Hundred  percent  (100%) of the Purchase Price shall be paid in cash by
wire  transfer at the Closing  pursuant to written  wire  transfer  instructions
provided by the Company Shareholders.

     1.3. The Closing; Closing Date.

     1.3.1.  Time shall be of the essence for the  obligations of AremisSoft and
the Company  Shareholders  under this  Agreement.  The  purchase and sale of the
Shares shall take place at a closing (the  "Closing")  to be held at the offices
of AremisSoft,  123 Strovolos  Avenue,  Nicosia,  Cyprus,  at 11:00 A.M., Cyprus
time,  on December 5, 2000, or on such other date and time as may be agreed upon
in writing by AremisSoft, the Company and the Company Shareholders (the "Closing
Date").

     1.3.2.  At the Closing,  each of the Company  Shareholder  shall deliver to
AremisSoft (i) a certificate or certificates  representing  the number of shares
of Capital Stock set forth beside such Company Shareholder's name in Section 1.1
above,  (ii) stock powers  executed in favor of AremisSoft  (or in favor of such
Affiliate  of the  AremisSoft  as the  AremisSoft  may in writing at the Closing
direct)  sufficient  to validly  transfer  title to the  Shares,  and  ownership
thereof,  to  AremisSoft , (iii) a Certificate  from the chief  executive of the
Company  stating that all of the  representations  and warranties of the Company
provided for in this  Agreement  are true and correct as of the Closing Date and
that all conditions to the Company's  performance under this Agreement have been
satisfied or waived as of the Closing Date; (iv) a duly executed Confidentiality
Agreement as provided for in Section 9 of this  Agreement  and (v) a Certificate
from each of the Company  Shareholders  stating that all of the  representations
and  warranties of the Company  Shareholders  provided for in this Agreement are
true and Correct as of the Closing Date and that all  conditions  to the Company
Shareholder's  performance under this Agreement have been satisfied or waived as
of the Closing Date.

     1.3.3. At the Closing, AremisSoft shall deliver to the Company Shareholders
(i) irrevocable wire transfer  instructions  transferring a total of Ten million
Nine Hundred  thousand United States Dollars  ($10,900,000)  with of Ten million
Eight  Hundred  Sixty  three  thousand  Six  Hundred  Sixty  Six  United  States
($10,863,666)  to be transferred  to Still & Life GmbH and the remaining  Thirty
six Thousand  Three Hundred  Thirty four United States  Dollars  ($36,334) to be
transferred to the Nominee for Still & Life GmbH and (ii) a Certificate from the
chief   executive   of   AremisSoft   Corporation   stating   that  all  of  the
representations  and warranties of AremisSoft provided for in this Agreement are
true and correct as of the Closing Date and that all conditions to  AremisSoft's
performance under this Agreement have been satisfied or waived as of the Closing
Date.

     1.3.4.  At the  Closing,  for each of the  employees  set forth on Schedule
1.1.4, the Company shall deliver fully executed  employment  agreements on terms
and conditions acceptable to AremisSoft and in substantially similar form to the
form of employment  agreement  attached to the Closing Memorandum as an exhibit.
The salary and benefits of the employees set forth in Schedule 1.1.4 shall be no
greater than the salary and benefits  received by the employees  during the year
2000, unless otherwise agreed to by AremisSoft.

     2. Representations and Warranties of the Company Shareholders.  Each of the
Company  Shareholders  represents  and warrants to  AremisSoft  that, as applied
solely  itself,  all of the  following  representations  and  warranties in this
Section 2 are true and  correct  as of the date of this  Agreement,  and will be
true and correct, as amended or supplemented pursuant to this Agreement,  on and
immediately prior to the Closing Date:

     2.1. Ownership and Status of the Company Shares. The Company Shareholder is
the record and  beneficial  owner (or, if the Company  Shareholder is a trust or
estate or a deceased  natural person,  the legal owner) of the number of Company
sets  opposite  the Company  Shareholder's  name in Section 1.1 above,  free and
clear  of all  liens,  encumbrances,  and  charges  except  as set  forth in the
Disclosure  Memorandum  all of which  shall be released on or before the Closing
Date.

<PAGE>


     2.2 Power and Authority of the Company Shareholder. The Company Shareholder
has the full power,  legal  capacity  and  authority to execute and deliver this
Agreement and any other document to which the Company Shareholder is a party and
to perform the Company Shareholder's  obligation under this Agreement and in all
other  documents to which the Company  Shareholder  is a party.  This  Agreement
constitutes the legal, valid and binding obligation of the Company  Shareholder,
enforceable against the Company Shareholder in accordance with its terms, except
as  that  enforceability  may  be (i)  limited  by  any  applicable  bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and (ii) subject to general  principles of equity
(regardless  of whether that  enforceability  is  considered  in a proceeding in
equity  or at  law).  If the  Company  Shareholder  is an  Entity,  the  Company
Shareholder has obtained, in accordance with all applicable Laws and its Charter
Documents,  all  approvals  and the  taking  of all  actions  necessary  for the
authorization, execution, delivery and performance by the Company Shareholder of
this  Agreement  and any other  document to which the Company  Shareholder  is a
party.  If the Company  Shareholder  is acting  otherwise  than in an individual
capacity  (whether as an executor  or a guardian  or in any other  fiduciary  or
representative capacity), all actions on the part of the Company Shareholder and
all  other  Persons  (including  any  court)  necessary  for the  authorization,
execution, delivery and performance by the Company Shareholder of this Agreement
and the any other  documents  to which the Company  Shareholder  is a party have
been duly taken.

     2.3 No  Conflicts  or  Litigation.  The  Company  Shareholder's  execution,
delivery  and  performance  in  accordance  with  the  respective  terms of this
Agreement and any other document to which the Company  Shareholder is a party do
not and will  not (i)  violate  or  conflict  with  any  Laws,  (ii)  breach  or
constitute a default  under (A) any agreement or instrument to which the Company
Shareholder is a party or by which the Company Shareholder or any Company Shares
the Company  Shareholder  owns is bound, or (B) any Company  Contract (except as
the  Disclosure  Memorandum  sets  forth),  (iii)  result  in  the  creation  or
imposition  of,  or afford  any  Person  the  right to obtain  any Lien upon any
Company  Shares the Company  Shareholder  owns (or upon any revenues,  income or
profits  of  the  Company  Shareholder  therefrom),   or  (iv)  if  the  Company
Shareholder is an Entity,  violate the Company  Shareholder's Charter Documents.
No Litigation is pending or  threatened to which the Company  Shareholder  is or
may  become  a  party  which  (i)   questions   or  involves   the  validity  or
enforceability  of any of  the  Company  Shareholders'  obligations  under  this
Agreement or other documents under this Agreement,  or (ii) seeks (or reasonably
may be expected to seek) (A) to prevent or delay the consummation by the Company
Shareholder of the transactions this Agreement  contemplates,  or (B) damages in
connection with any such consummation.

     2.4 No Brokers. Except as the Disclosure Memorandum sets forth, the Company
Shareholder has not,  directly or indirectly,  in connection with this Agreement
or the  transactions  contemplated  hereby (i)  employed  any broker,  finder or
agent,  or (ii) agreed to pay or incurred any  obligation to pay any broker's or
finder's fee, any sales commission or any similar fee or compensation.

     2.5 Preemptive and Other Rights; Waiver. The Company Shareholder either (i)
does not own or otherwise have any statutory or contractual  preemptive or other
right of any kind (including any right of first offer or refusal) to acquire any
Company Shares,  or (ii) hereby  irrevocably  waives each right of that type the
Company Shareholder does own or otherwise has.

     2.6 Control of Related Businesses. Except as the Disclosure Memorandum sets
forth, the Company  Shareholder is not, alone or with one or more other Persons,
the  controlling  Affiliate  of any Entity,  business  or trade  (other than the
Company or any Entity the Company  includes,  if the Company  Shareholder  is an
Affiliate of any thereof)  that (i) is engaged in any line of business  which is
the same as or  similar  to any line of  business  in which the  Company  or any
Entity the Company includes is engaged,  or (ii) is, or has within the three (3)
year period  ending on the date of this  Agreement,  engaged in any  transaction
with an Entity the Company  includes,  except for  transactions  in the ordinary
course of business of that Entity.

     3.0 Representations and Warranties of the Company Shareholders. The Company
and each Company Shareholder jointly and severally represent and warrant to, and
agree with, AremisSoft that all of the following  representations and warranties
in this Section 3 of this  Agreement are as of the date of this  Agreement,  and
will be, on and immediately prior to the Closing Date, true and correct.

<PAGE>


     3.1 Organization, Authority and Qualification.

     3.1.1 The Company is duly  organized  and validly  existing  under the laws
India. The Company and each of the Company Subsidiaries has full corporate power
and authority and is entitled to own or lease its properties and to carry on its
business  as and in all  places  where  such  business  is  conducted  and  such
properties  are owned or leased.  The Company and the Company  Subsidiaries  are
qualified  as a foreign  corporation  in all  jurisdictions  it is  required  to
register as such.  The Company  Shareholders  have  attached  true,  correct and
complete  copies of the Charter  Documents and bylaws of the Company and each of
the Company Subsidiaries,  as amended to date, to the Disclosure Memorandum. The
Company  Shareholders have attached to the Disclosure  Memorandum true,  correct
and complete copies of: (i) the minutes and other similar records of meetings of
the  shareholders  of the Company and its board of directors,  which contain all
records  of  meetings  and  actions  taken  in  lieu  thereof  by the  Company's
shareholders and show all corporate actions taken by the Company's shareholders,
the Company's Directors,  or any committees thereof, and (ii) the share transfer
records,  which fully reflect all  issuances,  transfers and  redemptions of the
Company's shares since the date of its incorporation.  The Company  Shareholders
have attached to the Disclosure Memorandum true, correct and complete copies of:
(i) the minutes and other similar records of meetings of the shareholders of the
Acquired  Businesses and their respective board of directors,  which contain all
records  of  meetings  and  actions  taken  in  lieu  thereof  by  the  Acquired
Businesses'  shareholders  and show all corporate  actions taken by the Acquired
Businesses' shareholders,  the Acquired Businesses' Directors, or any committees
thereof, and (ii) the share transfer records, which fully reflect all issuances,
transfers and  redemptions of the Acquired  Businesses  shares since the date of
their respective incorporation.

     3.1.2 The Company has the full  corporate  power and  authority to execute,
deliver and perform this Agreement and any other documents hereunder to which it
is a party. . This Agreement constitutes the legal, valid and binding obligation
of the Company,  enforceable  against the Company in accordance  with its terms,
except as that  enforceability may be (i) limited by any applicable  bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and (ii) subject to general  principles of equity
(regardless  of whether that  enforceability  is  considered  in a proceeding in
equity or at law).

     3.2 Capitalization of the Company; Ownership of Shares; Subsidiaries.

     3.2.1 The authorized equity capital of the Company consists of 5,000 equity
shares of Rs 100 per share,  of which 1500 shares are issued and  outstanding as
of the date of this Agreement and as of the Closing Date.

     3.2.2 All of the issued and outstanding  shares of the Company are owned of
record and beneficially by the Company  Shareholders as set forth in Section 1.1
of this Agreement.

     3.2.3 All of the  issued and  outstanding  Shares of the  Company  are duly
authorized,  validly issued,  fully paid and non-assessable and were authorized,
offered,  issued and sold in accordance with all applicable securities and other
Laws and all rights of the  shareholders.  No Person has any  preemptive  rights
with  respect  to shares of the  Company.  There are no  outstanding  securities
convertible  into the equity capital of he Company or rights to subscribe for or
to  purchase,  or  any  options  for  the  purchase  of,  or any  agreements  or
arrangements  providing for the issuance  (contingent  or otherwise)  of, or any
Actions  relating  to, the  capital  stock of the  Company.  There are no voting
trusts, proxies or other agreements or understandings with respect to the voting
of the  Capital  Stock  of the  Company.  The  Company  is  not  subject  to any
obligation  to  repurchase  or  otherwise  acquire or retire any of its  capital
stock, and the Company has no Liability for dividends  declared or accrued,  but
unpaid, with respect to its capital stock.  Neither the Company nor any Acquired
Business have purchased or redeemed any of its capital stock,  and except as set
forth in the Disclosure Memorandum,  has not paid any dividend or made any other

<PAGE>


payment to any of the Company  Shareholders  or other Related Parties within the
past two (2) years.

     3.2.4 The Company does not own or have an interest,  direct or indirect, or
any  commitment  to purchase or otherwise  acquire,  any capital  stock or other
equity interest, direct or indirect, in any other Person, except as set forth in
the Disclosure  Memorandum.  All such interests so set forth are owned of record
and  beneficially  by the Company as set forth in the Disclosure  Memorandum and
are duly authorized,  validly issued,  fully paid and  non-assessable,  and were
authorized,   offered,  issued  and  sold  in  accordance  with  all  applicable
securities and other Laws.

     3.2.5 Each Company  Shareholder  is the legal and  beneficial  owner of the
Company Shares as set forth in Section 1.1 of this Agreement,  free and clear of
any and all Liens. There are no outstanding contracts,  demands,  commitments or
other agreements or arrangements under which the Company Shareholders (or any of
them) or the Company are or may become obligated to sell, transfer or assign any
of the Company Shares to any Person.

     3.2.6  The  Disclosure  Memorandum  either  (i)  sets  forth  the  form  of
organization,  legal name,  each  assumed  name and  Organization  State of each
Company Subsidiary,  or (ii) correctly states no Entity is a Company Subsidiary.
Except as set forth in the Disclosure  Memorandum,  each Company Subsidiary is a
Wholly Owned  Subsidiary.  In the case of any Company  Subsidiary  that is not a
Wholly Owned Subsidiary, the Disclosure Memorandum sets forth, by each class and
each  series  within  each  class,  the number of  outstanding  shares (or other
percentage of ownership  interest) of Capital  Stock of the Company  Subsidiary,
(i) the Company's  aggregate  direct and indirect  ownership of those shares (or
interests),  and (ii) the name and address of record and percentage ownership of
those  shares (or  interests)  of each holder of record  thereof  other than the
Company or a Company  Subsidiary.  No Lien exists upon any outstanding share (or
other percentage ownership interests) of Capital Stock of any Company Subsidiary
which the Company,  directly or indirectly,  owns other than the Liens,  if any,
the Disclosure Memorandum describes,  all of which will be released at or before
the Closing Date.

     3.3  Capacity;  Inconsistent  Obligations.  Except  as  set  forth  in  the
Disclosure Memorandum, the execution, delivery and performance of this Agreement
and each of the  documents  hereunder  to which any Company  Shareholder  or the
Company is a party will not (i) result in a violation of the  Company's  Charter
Documents or bylaws, or any Law, or (ii) result in a breach of, conflict with or
default  under any term or provision of any  indenture,  note,  mortgage,  bond,
security  agreement,  loan agreement,  guaranty,  pledge,  or other  instrument,
contract,  agreement  or  commitment  or any Order,  to which the Company or any
Company  Shareholder  is a  party  or by  which  any of  them  or  any of  their
respective assets and properties,  including,  without  limitation,  the Company
Shares, is subject or bound; nor will such actions result in (A) the creation of
any  Lien  on any of the  Company  Shares  or  any of the  Company's  assets  or
properties,  (B) the  acceleration  or creation of any Liability of the Company,
(C)  the  forfeiture  of any  right  or  privilege  of the  Company,  or (D) the
forfeiture of any right or privilege of any Company Shareholder which may affect
such Company Shareholder's ability to perform under this Agreement.

     3.4  Consents.  Except  as set  forth  in the  Disclosure  Memorandum,  the
execution,  delivery and performance by each Company Shareholder and the Company
of this Agreement and each of the documents  hereunder to which he, she or it is
a party,  and the  consummation  of the  transactions  contemplated  herein  and
therein does not (a) require the  consent,  approval or action of, or any filing
with or notice to, any Government or other Person, or (b) impose any other term,
condition or restriction on AremisSoft or the Company (or any successor thereto)
pursuant to any business combination or takeover Law.

     3.5  No  Violation;  Compliance  with  Laws.  Except  as set  forth  in the
Disclosure  Memorandum,  the  Company and the  Company  Subsidiaries  are not in
default under or in violation of (a) its Charter Documents or bylaws, or (b) any
Order. Except as set forth in the Disclosure  Memorandum,  the operations of the
Company and its  predecessors  have been  conducted in all material  respects in
compliance  with all  applicable  Laws.  (For  purposes of this  paragraph,  any
violation of  applicable  Law that could result in imposition of a fine or other

<PAGE>


monetary   penalty   upon  the  Company   shall  be  deemed  to  be  a  Material
non-compliance).  Neither the Company nor any Company  Shareholder  has received
any  notification  of any  asserted  past or present  failure by the  Company to
comply with any applicable Law.

     3.6  Possession  of  Licenses.  Except  as  set  forth  in  the  Disclosure
Memorandum,  the Company and the Company  Subsidiaries  possess all  franchises,
certificates,  licenses,  permits and other  authorizations from Governments and
all other Persons, free from burdensome restrictions, that are necessary for the
ownership,  maintenance  and  operation  of its  properties  and  assets and the
conduct of its business, and the Company and the Company Subsidiaries are not in
violation thereof.

     3.7 Financial Statements; Financial Condition. The Company and the
Company  Shareholders have to the Disclosure  Memorandum copies of the Company's
financial  statements which include the historical  financial  statements of the
Acquired  Businesses  and related  documents  as  identified  in the  Disclosure
Memorandum (collectively,  the "Financial Statements"). The Financial Statements
include the Company's  most recent  Balance Sheet (the  "Reference  Date Balance
Sheet").  The date of the Reference  Date Balance Sheet is referred to herein as
the "Reference Date". The Financial Statements include the balance sheet of each
of the Acquired  Businesses for the prior two fiscal years and a profit and loss
statement  for each of the  Acquired  Businesses  for the last three full fiscal
years.  Except  as  set  forth  in  the  Disclosure  Memorandum,  the  Financial
Statements are true and correct, in all Material respects, have been prepared in
accordance with Indian GAAP consistently  applied,  present fairly the financial
condition of the Company as at the  respective  dates thereof and the results of
the  Company's  operations  and cash flows for the periods  then ended,  and are
consistent  with  the  books  and  records  of  the  Company  and  the  Acquired
Businesses. The books and records of the Company and the Acquired Businesses are
true,  correct and complete in all Material respects and, except as set forth in
the Disclosure Memorandum, are maintained in accordance with Indian GAAP.

     3.8 Liabilities. Set forth in the Disclosure Memorandum is a complete, true
and correct  listing of all  Liabilities  of the Company as of the Closing Date.
The  Company  has no  Liability,  except as may be set  forth in the  Disclosure
Memorandum.

     3.9 Title to Properties.  Except as set forth in the Disclosure Memorandum,
the Company has good and marketable title to all properties and assets reflected
in the Reference Date Balance Sheet,  except  inventories  and other  immaterial
assets which have been disposed of in the ordinary  course of business since the
Reference  Date, and all other  properties  and assets  necessary to conduct its
business  as  currently  being  conducted  and as  conducted  during the periods
covered by the Financial  Statements (other than any leased property),  free and
clear of Liens,  except as may be set forth in the notes to the  Reference  Date
Balance Sheet.

     3.10  Receivables;   Debtors.   Except  as  set  forth  in  the  Disclosure
Memorandum,  all notes  and  accounts  receivable  shown on the  Reference  Date
Balance  Sheet and all such  receivables  now held by the  Company are valid and
collectible  obligations  and  were not and are not  subject  to any  offset  or
counterclaim,  except for amounts reserved  against such  receivables  which are
reflected  on the  Reference  Date Balance  Sheet or otherwise  set forth in the
Disclosure Memorandum and, with respect to notes and accounts receivable arising
after the Reference Date and now  outstanding,  except for a percentage  thereof
equal to the  percentage  which  said  reserved  amounts on the  Reference  Date
Balance Sheet or in the  Disclosure  Memorandum  constituted of the aggregate of
notes and accounts receivable on such Reference Date Balance Sheet.

     3.11 Personal Property.

     3.11.1 Except as set forth in the  Disclosure  Memorandum,  all  machinery,
equipment,  vehicles,  and other items of tangible  personal  property which are
owned or leased by the Company  are in good  condition  and  repair,  subject to
normal wear and tear, suited for the use intended and are and have been operated
in conformity with all applicable  Laws. To the knowledge of the Company and the
Company Shareholders,  except as set forth in the Disclosure  Memorandum,  there
are no defects or conditions which would cause such tangible  personal  property
to be or become inoperable or unsafe.


<PAGE>


     3.11.2 To the knowledge of the Company and the Company Shareholders, except
as set forth in the Disclosure Memorandum, all lessors of
machinery,  equipment or other tangible  personal property leased by the Company
have performed and satisfied their respective  duties and obligations under such
leases.  The Company has not brought or threatened  any Action  against any such
lessor for failure to perform and satisfy its duties and obligations thereunder.

     3.12 Real Property.

     3.12.1 The Company has good and marketable title to all of the
real  property  reflected on the  Reference  Date Balance  Sheet as owned by the
Company  (collectively,  the  "Owned  Real  Property"),  free and clear from all
defects and Liens, except as may be set forth in the notes to the Reference Date
Balance Sheet or in the Disclosure  Memorandum.  The Disclosure Memorandum lists
all Real Property,  whether owned or leased by the Company, listing with respect
to each parcel the street address and the owner or lessor.

     3.12.2 Except as set forth in the Disclosure Memorandum, each
parcel or tract of real  property  which is used by the Company in its  business
and  that  is  not  Owned  Real  Property  (the  "Leased  Real   Property,"  and
collectively with the Owned Real Property,  the "Real Property") is subject to a
written lease or sublease to which the Company is a party as lessee or sublessee
(individually a "Real Property Lease").  All such Real Property Leases are valid
and in full  force and  effect in  accordance  with  their  terms.  The  Company
Shareholders  have  attached  to the  Disclosure  Memorandum  true,  correct and
complete copies of all Real Property  Leases.  There is not, with respect to any
Real Property  Lease (i) any default by the Company,  or any event of default or
event which with notice or lapse of time, or both, would constitute a default by
the  Company,  or  (ii)  to  the  knowledge  of  the  Company  and  the  Company
Shareholders,  any  existing  default  by any other  party to any Real  Property
Lease, or event of default or event which with notice or lapse of time, or both,
would constitute a default by any other party to any Real Property Lease.

     3.12.3 All of the Real Property is free from development, use or
occupancy  restrictions,  (except  those imposed by  applicable  Law),  and from
special  taxes or  assessments,  (except  those  generally  applicable  to other
properties  in the tax  districts  in which the Real  Property  is located or as
otherwise described in the Disclosure Memorandum).  No options have been granted
to others to  purchase,  lease or  otherwise  acquire  any  interest in the Real
Property.  The Company has the  exclusive  right of  possession of each tract or
parcel comprising its Real Property.

     3.12.4 Except as set forth in the Disclosure  Memorandum,  the present use,
occupancy  and  operation  of  the  Real  Property,   and  all  aspects  of  the
Improvements  to the Real Property are in  compliance  with all Laws and private
restrictive  covenants,  and to the  Company's  and  the  Company  Shareholders'
knowledge  there has not been any proposed  change thereto that would affect any
of the Real  Property  or its use,  occupancy  or  operation.  There  exists  no
conflict or dispute with any  Government  or other  Person  relating to any Real
Property or the activities  thereon.  No portion of the Real Property is subject
to  any  classification,   designation  or  preliminary   determination  of  any
Government  or pursuant to any Law which would  restrict  its use,  development,
occupancy or operation in connection with the Company's business.  Except as set
forth in the Disclosure  Memorandum,  all Improvements are in good condition and
repair, and are suited for the operation of the Company's business.

     3.12.5  Neither  the  Company  nor any other  Person has caused any work or
improvements  to be performed upon or made to any of the Real Property for which
there remains  outstanding  any payment  obligation that would or might serve as
the basis for any Lien in favor of the Person who performed the work.

     3.12.6  Except as set forth in the  Disclosure  Memorandum,  all  requisite
certificates of occupancy and other permits and approvals  required with respect
to the Real Property or the  Improvements  and the use,  occupancy and operation
thereof have been  obtained and paid for and are currently in effect and free of
restrictions.


<PAGE>

     3.13 Intellectual Property.

     3.13.1 All Intellectual Property belonging to the Acquired
Businesses  have been  transferred  to the Company.  The Company and the Company
Shareholders have attached to the Disclosure  Memorandum true and correct copies
of all transfer  documents and deeds reflecting the transfer of the Intellectual
Property of the  Acquired  Businesses  to the Company.  No Company  Intellectual
Property  or product or service of the Company is subject to any  proceeding  or
outstanding decree, Order, judgment,  agreement,  or stipulation  restricting in
any manner the use, transfer,  or licensing thereof by the Company, or which may
affect  the  validity,  use  or  enforceability  of  such  Company  Intellectual
Property,  which in any such case would be reasonably  likely to have a Material
Adverse Effect on the Company.

     3.13.2 Each Material item of Company  Registered  Intellectual  Property is
valid and subsisting.  All necessary registration,  maintenance and renewal fees
currently due in connection with such Registered Intellectual Property have been
made and all necessary  documents,  recordation  and  certificates in connection
with such  Registered  Intellectual  Property  have been filed with the relevant
patent,  copyright,  trademark  or other  authorities  in the  United  States or
foreign jurisdictions,  as the case may be, for the purposes of maintaining such
Registered Intellectual Property, except where the failure to do so would not be
reasonably likely to have a Material Adverse Effect on the Company.

     3.13.3 The Disclosure  Memorandum  lists all of the Company's  Intellectual
Property.  The  Company  or the  Company  Subsidiaries  own and  have  good  and
exclusive title to, or have licenses (sufficient for the conduct of its business
as currently  conducted and as proposed to be conducted)  to, each Material item
of Company  Intellectual  Property  used in  connection  with the conduct of its
business as currently  conducted and as proposed to be conducted  free and clear
of any Lien or encumbrance  (excluding licenses and related  restrictions);  and
the  Company  or the  Company  Subsidiaries  are  the  exclusive  owners  of all
trademarks and trade names used in connection with and Material to the operation
or  conduct  of the  business  of the  Company  and  the  Company  Subsidiaries,
including  the sale of any  products  or the  provision  of any  services by the
Company and the Company Subsidiaries.

     3.13.4 The Company or the Company  Subsidiaries own  exclusively,  and have
good and  marketable  title to, all  copyrighted  works  that are the  Company's
products or which the Company otherwise expressly purports to own.

     3.13.5 To the  extent  that any  Material  Intellectual  Property  has been
developed  or  created  by  a  third  party  for  the  Company  or  the  Company
Subsidiaries,  as the case may be, the Company has a written agreement with such
third party with  respect  thereto  and the  Company or the  Company  Subsidiary
thereby either (i) have obtained  ownership of and are the exclusive  owners of,
or (ii) have obtained a license  (sufficient  for the conduct of its business as
currently  conducted  and as proposed to be conducted) to all such third party's
Intellectual Property in such work, material or invention by operation of law or
by valid assignment, to the fullest extent it is legally possible to do so.

     3.13.6 The Disclosure Memorandum lists all Company Contracts,  licenses and
agreements  to  which  the  Company  is a party  (i)  with  respect  to  Company
Intellectual  Property  licensed or  transferred  to any third party (other than
end-user  licenses in the ordinary  course),  or (ii)  pursuant to which a third
party has  licensed or  transferred  any Material  Intellectual  Property to the
Company.

     3.13.7 All Material contracts,  licenses and agreements relating to Company
Intellectual  Property  are in full force and effect.  The  consummation  of the
transactions  contemplated  by this Agreement will neither violate nor result in
the breach,  modification,  cancellation,  termination,  or  suspension  of such
contracts,  licenses and agreements in accordance with its terms,  the effect of
which would have a Material  Adverse  Effect on the  Company.  The Company is in
Material  compliance  with, and has not  materially  breached any term of any of
such contracts, licenses and agreements and, to the knowledge of the Company and
the Company  Shareholders,  all other  parties to such  contracts,  licenses and
agreements  are in  compliance  in all  Material  respects  with,  and  have not
materially  breached  any term of,  such  contracts,  licenses  and  agreements.
Following the Closing Date,  AremisSoft will be permitted to exercise all of the

<PAGE>


Company's  rights  under such  contracts,  licenses and  agreements  to the same
extent the Company would have been able to had the transactions  contemplated by
this Agreement not occurred and without the payment of any additional amounts or
consideration  other than ongoing fees,  royalties or payments which the Company
would otherwise be required to pay.

     3.13.8 The  operation  of the  business  of the  Company  as such  business
currently  is  conducted  and has been  historically  conducted  by the Acquired
Businesses,  including the Company's design, development,  marketing and sale of
the products or services of the Company and  including  with respect to products
currently  under  development  has  not,  does  not and  will  not  infringe  or
misappropriate  in any Material  manner the  Intellectual  Property of any third
party  or,  to the  knowledge  of the  Company  and  the  Company  Shareholders,
constitute  unfair  competition  or  trade  practices  under  the  laws  of  any
jurisdiction.

     3.13.9 The Company has not  received  written  notice from any third party,
and to the  knowledge  of the  Company and the  Company  Shareholders,  no other
pending overt threat from any third party, that the operation of the business of
the  Company  or any act,  product  or  service  of the  Company,  infringes  or
misappropriates  the  Intellectual  Property of any third  party or  constitutes
unfair competition or trade practices under the laws of any jurisdiction.

     3.13.10 To the  knowledge of the Company and the Company  Shareholders,  no
person  has  or is  infringing  or  misappropriating  any  Company  Intellectual
Property.

     3.13.11  The Company and the  Company  Subsidiaries  have taken  reasonable
steps to  protect  the its  rights  in its  confidential  information  and trade
secrets  that  they  wish  to  protect  or any  trade  secrets  or  confidential
information of third parties provided them.

     3.14 Contracts.

     3.14.1  Except  as set  forth in the  Disclosure  Memorandum,  all  Company
Contracts  have  been  entered  into in the  ordinary  course  of the  Company's
business on  commercially  reasonable  terms,  are valid and  enforceable in all
Material  respects in accordance with their terms, are in full force and effect,
and will  continue to be valid and  enforceable  and in full force and effect on
identical  terms  following  the  Closing  Date.  Except  as  set  forth  in the
Disclosure Memorandum,  no Company Contract is likely to result in a loss to the
Company  upon  completion  of  performance,  and all  Company  Contracts  can be
fulfilled or performed by the Company in accordance with their  respective terms
without undue or unusual  expenditures of money or effort. All Company Contracts
are listed in the Disclosure  Memorandum,  and true, correct and complete copies
of all Company  Contracts  in excess of $250,000  USD have been  attached to the
Disclosure Memorandum.

               3.14.2 There are no existing Material defaults, events of default
or events  which,  with the  giving of notice or lapse of time,  or both,  would
constitute  a Material  default by the Company  under any Company  Contract.  No
event has occurred  which may hereafter  give rise to any right of  termination,
acceleration, Damages or any other remedy under any Company Contract.

               3.14.3  To  the   knowledge   of  the  Company  and  the  Company
Shareholders,  neither this Agreement,  the Closing or the relationship  between
the Company and AremisSoft  has caused or is likely to cause the  termination or
non-renewal of any Company Contract.

     3.15 Insurance.  The Company has obtained and maintains  insurance policies
which provide  adequate  coverage to insure its assets,  properties and business
against  such risks and in such  amounts as are  prudent  and  customary  in the
industry in which the Company operates,  and all such policies are in full force
and effect.  All premiums due on such policies  have been paid,  and the Company
has not received any notice of cancellation  with respect  thereto.  The Company
has no Liability for premiums or for retrospective  premium  adjustments for any

<PAGE>


period.  The  Disclosure  Memorandum  lists the types,  amounts of coverage  and
deductibles  of all such  insurance  policies,  and true,  correct and  complete
copies thereof have been attached thereto.

     3.16 Litigation; Contingencies. Except as set forth in the Disclosure
Memorandum,   no  Action  is  pending  or,  to  the  knowledge  of  the  Company
Shareholders and the Company, threatened against, by or affecting the Company or
the Company  Shares.  There are no  unsatisfied  judgments or Orders against the
Company  or any  Company  Shareholder  to which any of them or their  assets and
properties are subject.

     3.17 Taxes. Except as set forth in the Disclosure  Memorandum,  the Company
and any  entity at any time  eligible  or  required  to file a  consolidated  or
combined  Tax  Return  with  the  Company,  including  the  Acquired  Businesses
(individually,   an  "Affiliated   Entity"  and   collectively,the   "Affiliated
Entities"),  has duly and timely filed all federal, state, municipal,  local and
foreign,  if any, Tax Returns and reports (including returns for estimated tax),
and all  reports  and  returns  of all  other  Governments  having  jurisdiction
(collectively,   "Returns")  with  respect  to  all  Taxes  (including,  without
limitation,  consolidated  or combined Tax Returns of some or all of the Company
and the Affiliated Entities);  all such Tax Returns and reports show the correct
and proper  amount  due;  and the Taxes shown on all Tax Returns and reports and
all Tax assessments  received by the Company or any Affiliated  Entity have been
paid to the  extent  that such  Taxes or  estimates  are due.  The  Company  has
attached to the Disclosure  Memorandum true,  correct and complete copies of all
Returns filed with respect to the five (5) tax years  preceding the date hereof.
Except as set forth in the  Disclosure  Memorandum,  all  Taxes  imposed  on the
Company and its Affiliated Entities by any Government (including all deposits in
connection  therewith required by applicable Law, and all interest and penalties
thereon)  which have  become  due and  payable by the  Company  for all  periods
through the date hereof have been paid in full,  and  adequate  reserves for all
other Taxes, whether or not due and payable,  and whether or not disputed,  have
been set up on the books of the Company,  and such  reserves will be adequate to
pay all Taxes of the Company for all periods  through the Closing.  There is not
now any  proposed  assessment  against the Company or any  Affiliated  Entity of
additional  Taxes of any kind.  The Company is not a party to any Tax sharing or
Tax allocation agreement, understanding,  arrangement or commitment. There is no
dispute  or Action  concerning  any Tax  Liability  of the  Company  raised by a
Government in writing.

     3.18  Employment and Labor  Matters.  Except as set forth in the Disclosure
Memorandum,  to the  Company's  and  the  Company  Shareholders'  knowledge,  no
employee, agent, consultant or independent contractor who performs services on a
regular basis for the Company plans to discontinue  such  relationship  with the
Company after the Closing.

     3.18.1 The Company is not a party to any  agreement of any kind which deals
with wages,  conditions of employment,  benefits or other matters  affecting the
employer/employee  relationship with any union,  labor  organization or employee
group. There are no controversies  pending,  or to the Company's and the Company
Shareholders'  knowledge  threatened,  between the Company and any union,  labor
organization or employee group representing, or seeking to represent, any of its
employees,  and there has been no attempt by any union,  labor  organization  or
employee  group to organize  any of the  Company's  employees at any time in the
past five (5) years. The Company has substantially  complied with all applicable
Laws relating to wages,  hours,  health and safety,  payment of Social  Security
withholding  and other taxes,  maintenance of workers'  compensation  insurance,
labor and employment relations and employment discrimination.

     3.18.2  The  Disclosure  Memorandum  lists  all  contracts,  agreements  or
arrangements  (written or oral)  concerning  the employment of any individual by
the Company, including each such individual's title, compensation and duties.

     3.19 Employee Benefit Matters

     3.19.1 The Disclosure  Memorandum  lists all "employee  benefit plans" (the
"Employee Plans") to which the Company  contributes or is required to contribute
and all other practices,  commitments,  arrangements and agreements  pursuant to

<PAGE>


which the Company provides,  directly or indirectly, any benefits for employees.
True,  correct and complete copies of all Employee Plans,  together with related
trusts, insurance contracts,  summary plan descriptions,  and annual reports for
the past three (3) years, have been attached to the Disclosure Memorandum.

     3.19.2  Each  Employee  Plan  has been  operated  and  administered  in all
Material  respects in accordance with all applicable  Laws. There are no pending
claims or, to the Company's and the Company  Shareholders'  knowledge threatened
claims,  by or against any of the Employee  Plans by any employee or beneficiary
covered under such Employee  Plan, or by any  Government or otherwise  involving
such Employee Plan or any of its fiduciaries  (other than for routine claims for
benefits).

     3.19.3  The  Company  is not bound to  provide,  and the  Company  does not
provide,  benefits,  including,  without  limitation,  death,  health or medical
benefits  (whether or not insured),  with respect to current or former employees
of the Company other than as required by applicable Law.  Neither this Agreement
nor any  transaction  contemplated  hereby  will  entitle  any current or former
employee,  officer or  director of the Company to  severance  pay,  unemployment
compensation, "change of control" compensation or any similar payment.

     3.20  Environmental  Matters.   Except  as  set  forth  in  the  Disclosure
Memorandum, the Company holds all Environmental Permits necessary for conducting
its business and operations and has conducted, and is presently conducting,  its
business and operations in full  compliance  with all  applicable  Environmental
Laws and  Environmental  Permits,  including,  without  limitation,  all  record
keeping and filing  requirements.  There is no existing or, to the  knowledge of
the Company or Company  Shareholders,  pending  Environmental  Law with a future
compliance  date  that  will  require  Material  operational  changes,  business
practice  modifications  or capital  expenditures  at any Real  Property (or any
other  property  presently  or formerly  owned,  operated or  controlled  by the
Company or as to which the Company may bear responsibility or Liability), or any
of the Improvements thereon. There are no presently pending, or to the Company's
and the Company Shareholders' knowledge, threatened Actions or Orders against or
involving  the Company  (including  any Person for whose acts or  omissions  the
Company is responsible) relating to any alleged, past or ongoing violation.

     3.21  Absence of Certain  Business  Practices.  Neither the Company nor any
officer, employee or agent of the Company, nor any other person acting on behalf
of the Company,  has,  directly or  indirectly,  within the past five (5) years,
given or agreed to give any gift or similar  benefit to any Person who is or may
be in a position to help or hinder the Company's business (or assist the Company
in connection with any actual or proposed  transaction)  which (a) might subject
the Company to any  Material  Damage in any Action or which might have an effect
on the Company or its assets and properties, (b) if not given in the past, might
have had an effect on the Company's  business or its assets and  properties,  or
(c) if not continued in the future, might have an effect on the Company or which
might subject the Company to suit or penalty in any Action.

     3.22 Agreements and Transactions with Related Parties.  Except as set forth
in the Disclosure  Memorandum,  the Company is not,  directly or  indirectly,  a
party to any contract,  agreement or lease with, or any other commitment to, (a)
any Person owning,  or formerly owning,  beneficially or of record,  directly or
indirectly,  any of the  Company  Shares  of or  other  equity  interest  in the
Company,  (b) any  Affiliate of such Person,  (c) any director or officer of the
Company,  (d) any Person in which any of the foregoing  Persons has, directly or
indirectly,  at least a three percent (3.0%) beneficial  interest in the Capital
Stock or other type of equity interest of such Person, or (e) any partnership in
which any of the foregoing  Persons is a general partner or has at least a three
percent (3.0%)  beneficial  interest (any or all of the foregoing being referred
to  herein  as  "Related  Parties").  Without  limiting  the  generality  of the
foregoing,  (i) no Related Party,  directly or indirectly,  owns or controls any
assets or properties which are or have been used in the Company's business,  and
(ii) no Related Party, directly or indirectly, engages in or has any significant
interest in or  connection  with any  business  (A) which is or which within the
last three (3) years has been a competitor,  customer or supplier of the Company
or has done business with the Company,  or (B) which as of the date hereof sells
or  distributes  products  or  services  which are  similar  or  related  to the
Company's products or services.

<PAGE>

     3.23  Absence  of  Changes.  Except  as  expressly  provided  for  in  this
Agreement,  or as set forth in the  Disclosure  Memorandum,  since the Reference
Date:

     3.23.1  There  has been no  change  in the  business,  assets,  properties,
Liabilities, affairs, results of operations, condition (financial or otherwise),
cash flows or prospects of the Company or in its respective  relationships  with
suppliers,  customers,  employees,  lessors or others, other than changes in the
ordinary  course of  business,  none of which  have had or will have a  Material
Adverse Effect on the Company, in the aggregate.

     3.23.2  There  has  been no  Material  damage,  destruction  or loss to the
assets,  properties,  or  business  of the  Company,  whether or not  covered by
insurance.

     3.23.3 The business of the Company has been operated in the ordinary course
and consistent with its prior practices.

     3.23.4 The books,  accounts and records of the Company have been maintained
in the usual, regular and ordinary manner on a basis consistent with prior years
and with the basis in which the Financial Statements were prepared.

     3.23.5  There has been no  declaration,  setting  aside or  payment  of any
dividend  or other  distribution  on or in respect of the  Capital  Stock of the
Company,  nor has there  been any  direct or  indirect  redemption,  retirement,
purchase or other acquisition of any of the Capital Stock or other securities of
the Company.

     3.23.6 The  Company  has not  discontinued  or  determined  to  discontinue
selling any products or services  previously  sold by the Company,  the sales of
which have been Material to the Company.

     3.23.7 There has been no Lien (other than Liens for current Taxes which are
not yet due and payable) created on or in the assets of the Company.

     3.23.8 There has been no sale, transfer,  lease or other disposition of any
asset of the Company to any Related Party or,  except in the ordinary  course of
the Company's  business,  to any other Person, and no debt to, or Material claim
or right of, the Company has been canceled, compromised, waived or released.

     3.23.9 There has been no amendment, termination or waiver of, or any notice
of any  amendment,  termination or waiver of, any right of the Company under any
Company  Contract  or under  any  franchise,  certificate,  license,  permit  or
authorization  from any  Government,  and  there  has been no  amendment  to the
Charter Documents or bylaws of the Company.

     3.23.10  The  Company  has not  delayed  or  postponed  the  payment of any
accounts payable or other Liabilities outside the ordinary course of business.

     3.23.11  The  Company  has  not  paid  or   committed  to  pay  any  bonus,
profit-share or other  extraordinary  compensation  payment or other arrangement
(except in the ordinary course of business and consistent with past  practices),
nor has the Company entered into any agreement,  contract or commitment with any
Company  Shareholder  or any Related  Party or amended the terms of any existing
agreement,  contract or commitment  with any Company  Shareholder or any Related
Party.

     3.23.12 There has been no change in the  authorized,  issued or outstanding
Capital Stock or other securities of the Company.

<PAGE>


     3.24 Bank Accounts and Safe Deposit Boxes. The Disclosure Memorandum
lists each bank in which the Company  maintains  an account or safe deposit box,
the account numbers,  and the names of all persons authorized to draw thereon or
have access thereto.

     4.  Representations  and  Warranties  of  AremisSoft  Corporation.   As  an
inducement to the Company and the Company Shareholders to enter into and perform
this Agreement,  AremisSoft Corporation on behalf of itself and its wholly owned
subsidiary, AremisSoft (E.E. M.E. A.) Limited, hereby represents and warrants as
follows:

     4.1.  Organization.  AremisSoft Corporation is a corporation duly organized
and validly existing under the Laws of Delaware,  USA. AremisSoft (E.E. M.E. A.)
Limited is a corporation  wholly-owned  by AremisSoft  Corporation,  directly or
indirectly, duly organized and validly existing under the laws of Cyprus.

     4.2. Authorization. No Inconsistent Agreements.  AremisSoft Corporation has
full corporate  power and authority to execute and deliver this Agreement and to
its obligations  thereunder.  This Agreement  constitutes  the legal,  valid and
binding  obligation of AremisSoft  Corporation,  enforceable  against AremisSoft
Corporation in accordance with its terms,  except as that  enforceability may be
(i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws  affecting the  enforcement of creditors'  rights  generally and
(ii)  subject to  general  principles  of equity  (regardless  of  whether  that
enforceability is considered in a proceeding in equity or at law).

     4.3.  Consents.  The  execution,  delivery and  performance  by  AremisSoft
Corporation  of  this  Agreement  and  the   consummation  of  the  transactions
contemplated herein does not require the consent,  approval or action of, or any
filing with or notice to, any Government or other Person.

     5. Covenants Extending to the Closing Date.

     5.1. Access and Cooperation; Due Diligence.

     5.1.1.  From the date hereof and until the Closing  Date,  the Company will
(i) afford to the Representatives of AremisSoft reasonable access to all the key
employees,  sites, properties,  books and records of the Company and the Company
Subsidiaries,  (ii) AremisSoft with such additional financial and operating data
and other  information  relating to the business and  properties  of each of the
Company  and the  Company  Subsidiaries  as  AremisSoft  may  from  time to time
reasonably request,  and (iii) cooperate with AremisSoft and its Representatives
in the  preparation  of any documents or other  material that may be required in
order to consummate the transactions contemplated by the Agreement.

     5.1.2. Each of the Company and the Company Shareholders will use their best
efforts to secure, as soon as practicable  after the date hereof,  all approvals
or consents of third  persons as may be necessary  to enable them to  consummate
the transactions  contemplated  hereby.  AremisSoft will use its best efforts to
secure, as soon as practicable after the date hereof,  all approvals or consents
of third  persons as may be necessary to enable  AremisSoft  to  consummate  the
transactions contemplated hereby.

     5.1.3.  If this  Agreement  is  terminated  pursuant  to  Section 8 of this
Agreement,  AremisSoft will promptly return all written Confidential Information
of Company it possess to the Company.

     5.2  Conduct of Business  Pending the Closing  Date . Except as and only to
the extent set forth in  Disclosure  Memorandum,  from the date hereof and until
the Closing Date, the Company will, and will cause each Company Subsidiary to:

<PAGE>

     5.2.1  carry on its  business  in  substantially  the same manner as it has
heretofore  and not  introduce  any new  methods  of  management,  operation  or
accounting  that in the  aggregate  are  Material  to the Company or the Company
Shares;

     5.2.2 maintain its properties and  facilities,  including  those held under
leases, in as good working order and condition as at present,  ordinary wear and
tear excepted;

     5.2.3 promptly perform all its obligations under agreements  relating to or
affecting its business, assets, properties and other rights;

     5.2.4 keep in full force and effect without interruption all of its present
insurance policies or other comparable insurance coverage;

     5.2.5 use  reasonable  commercial  efforts to (i) maintain and preserve its
business  organization  intact;  (ii)  retain its present  employees;  and (iii)
maintain its relationships with suppliers,  customers and others having business
relations with it; and

     5.2.6 comply with all applicable Laws.

     5.3  Prohibited  Activities.  Except as and only to the extent set forth in
the  Disclosure  Memorandum,  from the date hereof and until the Closing  Date ,
without the prior written consent of AremisSoft,  the Company will not, and will
not permit any Company Subsidiary to,:

     5.3.1 make any change in its Charter Documents;

     5.3.2 issue any of its Company  Shares or issue or otherwise  create any of
its Derivative Securities;

     5.3.3 make any Restricted Payment;

     5.3.4 make any investments in the Company Shares,  Derivative Securities or
Indebtedness of any Person;

     5.3.5 enter into any contract or commitment or incur or agree to
incur any liability or make any capital  expenditures in a single transaction or
a series of related  transactions  involving  an  aggregate  amount of more than
twenty-five  Thousand Dollars ($25,000) otherwise than in the ordinary course of
its business and consistent with its past practice;

     5.3.6  increase  or commit or promise  to  increase  the Cash  Compensation
payable or to become payable to any officer, director, shareholder,  employee or
agent,  consultant  or  independent  contractor  of the  Company and the Company
Subsidiaries  or make any  discretionary  bonus or management fee payment to any
such Person,  except  bonuses or salary  increases to employees  (other than the
Company  Shareholders or their Immediate Family Members) at the times and in the
amounts consistent with its past practice;

     5.3.7 create, assume or permit to be created or imposed any Liens
upon any of its assets or properties,  whether now owned or hereafter  acquired,
except for purchase money Liens incurred in connection  with the  acquisition of
equipment with an aggregate cost not in excess of Twenty-Five  Thousand  Dollars
($25,000)  and  necessary  or  desirable  for the conduct of the business of the
Company and the Company Subsidiaries;

     5.3.8 (i) adopt, establish or terminate any Employee Plan; or (ii) take any
discretionary action, or omit to take any contractually required action, if that
action or omission  could either (A) deplete the assets of any Employee Plan, or
(B) increase the liabilities or obligations under any such Employee Plan;

<PAGE>

     5.3.9 sell,  assign,  lease or otherwise  transfer or dispose of any of its
owned or leased  property or equipment  otherwise than in the ordinary course of
its business and consistent with its past practice;

     5.3.10 negotiate for the acquisition of any business or the start-up of any
new business;

     5.3.11 merge, consolidate or effect a share exchange with, or
agree to merge, consolidate or effect a share exchange with, any other Entity;

     5.3.12 waive any of its rights or claims that in the aggregate are Material
to the Company, provided that it may negotiate and adjust invoices in the course
of good faith disputes with customers in manner consistent with past practice;

     5.3.13 commit breaches that in the aggregate are Material to the Company or
amend or terminate any Company Contract or any of its Governmental Approval; or

     5.3.14 enter into any other  transaction (i) outside the ordinary course of
business and consistent with its past practice, or (ii) prohibited hereby.

     5.4 No Shop. Each of the Company and the Company  Shareholders  agree that,
from the date  hereof  and until the first to occur of the  Closing  Date or the
termination  of this Agreement in accordance  with Section 8 below,  neither the
Company  nor any  Company  Shareholder,  nor any of their  respective  officers,
directors or  shareholders  will,  and the Company and each Company  Shareholder
will  direct  and use  their  reasonable  best  efforts  to cause  each of their
respective Representatives not to, initiate,  solicit or encourage,  directly or
indirectly,  any  inquiries or the making or  implementation  of any proposal or
offer (including any proposal or offer to the Company Shareholders) with respect
to a merger,  acquisition,  consolidation or similar  transaction  involving the
Company Shares, or any purchase of all or any significant  portion of the assets
or any equity  securities  of, the Company (any such  proposal or offer being an
"Acquisition Proposal") or engage in any activities, discussions or negotiations
concerning, or provide any Confidential Information respecting,  the Company, or
a Company  Subsidiary,  or have any discussions  with, any Person relating to an
Acquisition  Proposal or otherwise  facilitate  any effort or attempt to make or
implement an  Acquisition  Proposal.  The Company and each  Company  Shareholder
will: (i) immediately cease and cause to be terminated any existing  activities,
discussions or negotiations with any Persons  conducted  heretofore with respect
to any of the  foregoing,  and each will take the steps  necessary to inform the
Persons  referred to in the first  sentence of this  Section of the  obligations
undertaken in this Section,  and (ii) notify AremisSoft  immediately if any such
inquiries or proposals are received by, any such  information  is requested from
or any such  discussions or negotiations are sought to be initiated or continued
with the Company or any Company Shareholder.

     5.5  Notification  of Certain  Matters.  The Company  Shareholders  and the
Company will give prompt notice to AremisSoft of (i) the existence or occurrence
of each  condition or state of facts which will or reasonably  could be expected
to  cause  any  representation  or  warranty  of  the  Company  or  any  Company
Shareholder  contained  herein to be untrue or incorrect in any Material respect
on or prior to the Closing  Date,  and (ii) any Material  failure of any Company
Shareholder or the Company to comply with or satisfy any covenant,  condition or
agreement to be complied with or satisfied by that Person hereunder.  AremisSoft
will give prompt  notice to the Company of (i) the  existence or  occurrence  of
each  condition or state of facts which will or reasonably  could be expected to
cause any representation or warranty of AremisSoft contained herein to be untrue
or inaccurate on or prior to the Closing Date, and (ii) any Material  failure of
AremisSoft to comply with or satisfy any covenant,  condition or agreement to be
complied with or satisfied by it hereunder.  The delivery of any notice pursuant
to this  Section  will  not be  deemed  to (i)  modify  the  representations  or
warranties herein of the party delivering that notice, or any other party, which
modification  may be made only  pursuant to Section 11.7 of this  Agreement,  or
(ii) limit or  otherwise  affect the remedies  available  hereunder to the party
receiving that notice.

     5.6  Supplemental  Information.   Each  of  the  Company  and  the  Company
Shareholders agree that, with respect to the  representations  and warranties of
that party  contained  in this  Agreement,  that party will have the  continuing

<PAGE>

obligation until the Closing to provide AremisSoft promptly with such additional
supplemental information (collectively,  the "Supplemental Information"), in the
form  of  (i)  amendments  to  then  existing  Disclosure  Memorandum,  or  (ii)
additional  Schedules,  as would be  necessary,  in light of the  circumstances,
conditions,  events and state of facts then known to the  Company or any Company
Shareholder,  to make  each of those  representations  and  warranties  true and
correct as of the Effective  Date. For the purpose only of  determining  whether
the conditions to the  obligations of AremisSoft  which are specified in Section
6.3 have been satisfied,  the Disclosure  Memorandum as of the Closing Date will
be deemed to be the  Disclosure  Memorandum  as of the date hereof as amended or
supplemented by the Supplemental Information provided to AremisSoft prior to the
Closing pursuant to this Section;  provided,  however,  that if the Supplemental
Information so provided  discloses the existence of  circumstances,  conditions,
events  or state of facts  which,  in any  combination  thereof,  (i) have had a
Material  Adverse  Effect in the sole  judgment  of  AremisSoft  (which  will be
conclusive  for  purposes  of this  Section),  or (ii) are having or will have a
Material Adverse Effect, AremisSoft will be entitled to terminate this Agreement
pursuant to Section 8.14); and provided, further, that if AremisSoft is entitled
to terminate this  Agreement  pursuant to Section 8.14. but elects not to do so,
it will be entitled to treat as  Indemnified  Losses (which  treatment  will not
prejudice  the right of any  Company  Shareholder  to  contest  the  Indemnified
Losses),  as  applicable,  all  which  are  attributable  to the  circumstances,
conditions,  events and state of facts  first  disclosed  herein  after the date
hereof in the Supplemental Information.

     6.  Conditions  to the Closing  and the  Consummation  of the  Transactions
Contemplated Hereby.

     6.1.  Conditions to the  Obligations of Each Party.  The obligation of each
party hereto to take the actions  contemplated  to be taken by that party at the
Closing is subject to the  satisfaction on or before the Closing Date or written
waiver  pursuant to the  provisions  of this  Agreement of each of the following
conditions:

     6.1.1.  No  Litigation  shall be pending on the Closing  Date to  restrain,
prohibit or otherwise  interfere  with, or to obtain  Material  Damages or other
relief from AremisSoft in connection with the  consummation of the  transactions
contemplated by this Agreement; and

     6.1.2.  All  Governmental  Approvals  required to be obtained by any of the
Company Shareholders,  the Company, and AremisSoft as a result of this Agreement
shall have been obtained.  6.2 Conditions to the  Obligations of the Company and
the Company  Shareholders.  The  obligations  of the  Company  and each  Company
Shareholder with respect to actions to be taken by them on or before the Closing
Date are  subject to the  satisfaction  on or before the  Closing  Date,  or the
written  waiver by the Company on behalf of itself and each Company  Shareholder
pursuant  to the  provisions  of this  Agreement  of (i) all the  conditions  of
Section 6.1 set forth, and (ii) all the following conditions:

     6.2.1  All  the  representations  and  warranties  of  AremisSoft  in  this
Agreement  shall be true and  correct as of the  Closing  Date as though made at
that time.

     6.2.2 AremisSoft shall have delivered to the Company Shareholders  executed
copies  of  the  officer's   certificate   respecting  the  representations  and
warranties of AremisSoft in this Agreement and compliance  with the covenants of
AremisSoft in Section 5 of this Agreement and in a form substantially similar to
the form thereof attached as an exhibit to the Closing Memorandum.

     6.2.3 AremisSoft shall have delivered the Purchase Price it is obligated to
deliver pursuant to Section 1.2 of this Agreement.

     6.3  Conditions  to the  Obligations  of  AremisSoft.  The  obligations  of
AremisSoft with respect to actions to be taken by it on or before the Closing
Date are  subject to the  satisfaction  on or before the  Closing  Date,  or the
written waiver by AremisSoft pursuant to the terms of this Agreement, of (i) all
the  conditions  of  Section  6.1 above set  forth,  and (ii) all the  following
conditions:  6.3.1  All  the  representations  and  warranties  of  the  Company
Shareholders  and the Company in this Agreement  shall be true and correct as of
the Closing Date as though made at that time.

<PAGE>


     6.3.2 The Company  Shareholders  and the Company  shall have  delivered  to
AremisSoft:

     (i)  a  certificate,  signed  by  an  authorized  officer  of  the  Company
Shareholders,  or  individually  signed  if the  Company  Shareholder  is not an
Entity,   respecting   the   representations   and  warranties  of  the  Company
Shareholders and the Company in this Agreement and compliance with the covenants
of the Company  Shareholders  and the Company in Section 5 of this Agreement and
in a form  substantially  similar to the form thereof  attached as an exhibit to
the Closing Memorandum;

     (ii)  a  certificate,  signed  by an  authorized  officer  of  the  Company
respecting the  representations  and warranties of the Company  Shareholders and
the Company in this Agreement and  compliance  with the covenants of the Company
Shareholders  and the  Company  in  Section  5 of this  Agreement  and in a form
substantially  similar to the form thereof attached as an exhibit to the Closing
Memorandum;

     (iii)  with  respect  to  the  Company  and  any  Company  Subsidiaries,  a
certificate,  dated  as of a  current  date,  duly  issued  by  the  appropriate
Government  in its  Organization  State  and,  in each  other  jurisdiction  the
Disclosure  Memorandum  lists  for it,  showing  it to be in good  standing  and
authorized   to  do  business  in  its   Organization   State  and  those  other
jurisdictions set forth in the Disclosure Memorandum; and

     (iv) the Company Shares, duly endorsed with signature guarantees acceptable
to  AremisSoft,  together  with a any other  document  reasonably  necessary  to
complete the transfer of the Company Shares to AremisSoft.

     7. Indemnities.

     7.1. Indemnification by the Company Shareholders.

     7.1.1.  In accordance with and subject to the provisions of this Section 7,
the  Company  Shareholders  shall  indemnify  and  hold  harmless  the  Company,
AremisSoft, their respective Affiliates, and the officers, directors, agents and
employees of the Company,  AremisSoft and their  Affiliates  (collectively,  the
"Indemnitees")  from and  against  and in respect  of any and all loss,  damage,
diminution  in  value,  Liability,   cost  and  expense,   including  reasonable
attorneys'  fees and amounts paid in settlement  (collectively,  the Indemnified
Losses"),  suffered or incurred by any one or more of the  Indemnitees by reason
of, or arising out of:

     (i) any misrepresentation or breach of representation or warranty contained
in this Agreement,  any other document delivered by the Company  Shareholders to
the  Indemnitees  under  this  Agreement,   the  Disclosure  Memorandum  or  any
certificate, instrument, schedule, agreement or other writing delivered by or on
behalf of any Company  Shareholder or the Company  pursuant to this Agreement or
in connection with the transactions  contemplated  herein,  or the breach of any
covenant or agreement  of any Company  Shareholder  or the Company  contained in
this  Agreement or any  certificate,  instrument,  schedule,  agreement or other
writing delivered to the Indemnitees by or on behalf of any Company  Shareholder
or the Company pursuant to this Agreement or in connection with the transactions
contemplated herein;

     (ii) any and all  Liabilities  of the Company  arising or incurred prior to
the Closing Date except for any Liability  arising from those matters  described
in the Disclosure Memorandum;

     (iii) any and all Actions, Orders, assessments,  fees and expenses incident
to any of the foregoing or incurred in  investigating or attempting to avoid the
same or to oppose the imposition thereof, or in enforcing this indemnification.

<PAGE>


     7.1.2 The Company  Shareholders  shall reimburse  Indemnitees on demand for
any Indemnified Losses suffered by the Indemnitees, based on the judgment of any
court of  competent  jurisdiction  or  pursuant  to a bona  fide  compromise  or
settlement of claims,  demands, or actions in respect of any Indemnified Losses.
The Company  Shareholders  shall have the opportunity to defend at their expense
any claim,  action or demand for which the Indemnitees  claim indemnity  against
the  Company  Shareholders;  provided  that  (i) the  defense  is  conducted  by
reputable  counsel  approved by the  Indemnitees,  which  approval  shall not be
unreasonably  withheld or  delayed,  (ii) the  defense is  expressly  assumed in
writing within ten (10) days after written notice of the claim, action or demand
is given to the Company Shareholders,  and (iii) counsel for the Indemnitees may
participate at all times and in all proceedings  (formal and informal)  relating
to the defense,  compromise and settlement of the claim, action or demand at the
expense of the Indemnitees.

     7.2  Limitations  and  Payment on Claims.  No claim shall be brought by any
Indemnitee  under this Section 7 for breach of any  representation  or warranty,
and none of them shall be entitled to receive any payment with respect  thereto,
unless and until the aggregate  amount of such claim(s) equals or exceeds Twenty
Five  Thousand  Dollars  ($25,000),  and after  such time as the  amount of such
claim(s)  equals  or  exceeds  Twenty  Five  Thousand  Dollars  ($25,000),   the
Indemnitees  may assert all such prior and all future claims against the Company
Shareholders  hereunder,  and any such  delay  in  asserting  a claim or  claims
against  the  Company  Shareholders  pursuant  to this  Section  shall in no way
prejudice the Indemnitees  under any statute or period of limitations or similar
Law or under any principle of equity.

     7.3 No Liability or Contribution by the Company. The Company shall not have
any Liability to any Company Shareholder as a result of any misrepresentation or
breach of representation or warranty by the Company contained in this Agreement,
any  other  document  delivered  pursuant  to  this  Agreement,  the  Disclosure
Memorandum or any certificate,  instrument, agreement or other writing delivered
by or on behalf of any  Company  Shareholder  or the  Company  pursuant  to this
Agreement or in connection with the  transactions  contemplated  herein,  or the
breach of any covenant or agreement  of any Company  Shareholder  or the Company
contained  in this  Agreement,  any other  document  delivered  pursuant to this
Agreement,  or  the  Disclosure  Memorandum  or  any  certificate,   instrument,
agreement  or other  writing by or on behalf of any Company  Shareholder  or the
Company  pursuant to the provisions of this Agreement or in connection  with the
transactions  contemplated  herein,  and no Company  Shareholder  shall have any
right of indemnification  or contribution  against the Company on account of any
event or condition occurring or existing prior to or on the date hereof or prior
to the Closing Date.

     7.4  Survival.   The   representations   and  warranties  of  each  Company
Shareholder  and the Company  contained in this  Agreement,  any other  document
delivered  pursuant  to this  Agreement,  the  Disclosure  Memorandum  or in any
certificate, instrument, agreement or other writing delivered by or on behalf of
any  Company  Shareholder  or the  Company  pursuant  to  this  Agreement  or in
connection  with  the  transactions   contemplated   herein  shall  survive  any
investigation heretofore or hereafter made by or on behalf of AremisSoft and the
consummation   of  the   transactions   contemplated   herein   and   all   such
representations and warranties shall be of no further force and effect after the
expiration  of five  (5)  years  from the date of the  Closing  Date  ("Survival
Period"). Anything to the contrary notwithstanding,  a claim for indemnification
which is made but not resolved  prior to the  expiration of the Survival  Period
may be pursued and resolved after such expiration.

     7.5  Hold  Back  Amount.  Each  of the  Company  Shareholders  agrees  that
AremisSoft  shall  have the right to off set all or a  portion  of the Hold Back
Amount  approximately  equal in value to the  total  amount  of any  Indemnified
Losses  which are  discovered  prior to June 30,  2000.  To the extent  that the
Indemnified Losses exceed the value of the Hold Back Amount, or in the event the
Indemnified  Losses are  discovered  after the Hold Back Amount has been paid to
the  Company  Shareholders,  the  Company  Shareholders  shall make  payment for
Indemnified  Losses  under  this  Section 7 in cash  legal  tender of the United
States of America to the extent sufficient to satisfy all Indemnified Losses.


<PAGE>

     8. Termination of the Agreement.

     8.1. Termination. This Agreement may be terminated at any time prior to the
Closing solely:

     8.1.1. by the mutual consent of AremisSoft and the Company Shareholders;

     8.1.2.  by the Company  Shareholders  or the  Company,  on one hand,  or by
AremisSoft on the other hand, if the transactions contemplated by this Agreement
to take place at the  Closing  shall not have been  consummated  by January  31,
2000, unless the parties shall have agreed in writing to a different date;

     8.1.3. by the Company  Shareholders or the Company,  on the one hand, or by
AremisSoft,  on the other hand,  if a Material  breach or default is made by the
other party (or in the case of the Company  Shareholder and the Company,  any of
them ) in the  observance  or in the due and  timely  performance  of any of the
covenants, agreements or conditions contained herein; or

     8.1.4. by AremisSoft if the Company has suffered a Material  Adverse Effect
not disclosed in the Disclosure Memorandum as of the date of this Agreement.

     8.2.  Liabilities in Event of Termination.  If this Agreement is terminated
pursuant to Section 8.1,  there shall be no Liability or  obligation on the part
of any party  hereto  except to the extent that such  Liability  is based on the
breach by that party of any of its representations,  warranties or covenants set
forth in this Agreement.

     9. Confidentiality Agreements; Prohibited Activities.

     9.1. In order to induce  AremisSoft  to enter into this  Agreement and make
payments as provided  herein,  each Company  Shareholder  agrees  that,  for the
period of five (5) years immediately  following the date of the Closing, he will
not,  without the prior written  consent of  AremisSoft,  for his own account or
jointly with another, directly or indirectly, for or on behalf of any Person, as
principal, agent or otherwise:

     9.1.1.  own,  control,  manage or otherwise  participate  in the ownership,
control or  management  of a business  engaged in the  business  of selling  any
product or providing any services in competition with the Company, AremisSoft or
any of its subsidiaries within any Territory in which the Company was engaged in
business on the date of the Closing (for  purposes of this Section 9,  Territory
will be the online cyber community of businesses  which the Company is a part of
that are web enabled through the Internet);

     9.1.2. solicit, call upon or attempt to solicit the patronage of any person
having an office  or place of  business  within  the  Territory  and to whom the
Company has sold or has provided  services on, or during the two (2) year period
prior to, the date of the Closing, for the purpose of obtaining the patronage of
any such person for the purchase of such  services,  except as an employee or on
behalf of AremisSoft or the Company or their respective Affiliates; or

     9.1.3.  solicit or induce,  or in any manner  attempt to solicit or induce,
any person  employed or engaged by  AremisSoft  or the  Company in any  capacity
(including,  without  limitation,  as  an  employee,  distributor,   independent
contractor or agent),  to leave such  employment or  engagement,  whether or not
such employment or engagement is pursuant to a contract or is at will.

     9.2 Notwithstanding anything contained herein to the contrary, it shall not
be a  breach  of the  covenants  contained  in this  Section  9 for any  Company
Shareholder to own not more than two percent (2%) of the equity interests of any
person  described  in Section  9.1.1 above whose equity  interests  are publicly
traded.

<PAGE>


     9.3 The parties  hereto each agree that this Section 9 imposes a reasonable
restraint on the Company Shareholders in light of the activities and business of
AremisSoft on the date hereof,  the current  business plan of AremisSoft and the
consideration each Company Shareholder received as a result of this acquisition.

     9.4 The covenants in this Section 9 are  severable  and  separate,  and the
unenforceability  of any specific  covenant in this Section 9 is not intended by
any party hereto to, and will not,  affect the  provisions of any other covenant
in this Section 9. If any court of competent  jurisdiction  determines  that the
scope, time or territorial  restrictions Section 9.1 sets forth are unreasonable
as applied to any Company Shareholder, the parties hereto including that Company
Shareholder,  acknowledge  their mutual  intentional  and  agreement  that those
restrictions be enforced to the fullest extent the court deems  reasonable,  and
thereby will be reformed to that extent as applied to that  Company  Shareholder
and any other Company Shareholder similarly situated.

     9.5 Each of the Company  Shareholders,  for themselves and their successors
and  assigns,  agree to execute a  Confidentiality  Agreement  in  substantially
similar form to the form attached as an exhibit to the Closing Memorandum.

     10. Arbitration of Disputes.

     10.1. All disputes,  controversies  or claims  between the parties  hereto,
arising  under,  out of,  or in any way  relating  to this  Agreement  including
without  limitation,   the  execution,   delivery,   validity,   enforceability,
performance,   breach,   discharge,   interpretation  or  construction  of  this
Agreement,  that are not settled  within thirty (30) days (or such longer period
as may be mutually  agreed  upon) from the date that either  party  notifies the
other in writing  that such  dispute  or  disagreement  exists  shall be finally
settled  by  arbitration  in a  proceeding  conducted  under  the then  existing
UNCITRAL  Arbitration  Rules by three (3)  arbitrators  appointed  and acting in
accordance with said rules and the procedure set forth herein, whose award shall
final and binding upon the parties.

     10.2.  Each party may select one (1)  arbitrator,  and the two (2) selected
arbitrators  shall  choose  a third  arbitrator  to  serve  as  chairman  of the
arbitration.  If the party  fails to select an  arbitrator  within ten (10) days
after the  arbitration is sought,  or the two (2)  arbitrators  fail to select a
third  arbitrator  within  ten (10)  days  after  they are both  appointed,  the
President of the Stockholm Chamber of Commerce shall make the appointment.

     10.3. The arbitrators to be appointed herein shall have no interest in this
Agreement or either of the parties, and need not be a resident of the country of
the parties or among those individuals on the list of any commercial arbitration
association.  Any challenge to the suitability of an arbitrator shall be decided
by the  President of the  Stockholm  Chamber of Commerce  whose  decision on the
matter shall be final.

     10.4.  The cost of any  arbitration  conducted  pursuant to this  Agreement
shall be borne equally by the parties, provided,  however, that each party shall
pay its own  attorney's  fees.  Notwithstanding  the  foregoing,  as part of the
arbitration  award,  the  arbitrators  may  include in the award the  reasonable
attorneys' fees and cost of the arbitration to the prevailing party.

     10.5.  The  arbitrators  shall  endeavor  to issue a  decision  in  writing
suitable for enforcement under international law within six months from the date
the  party  seeking  arbitration  files its  written  claim  under the  UNCITRAL
Arbitration  Rules. The decision of a majority of the arbitrators shall be final
and binding upon the parties and neither party shall seek recourse to a court of
law or to other authorities to appeal or request revision of the award. Judgment
upon the award  returned by the  arbitrators  may be entered and enforced in any
court having jurisdiction over the parties or the parties' assets.

     10.6. The arbitration proceeding shall take place in Stockholm,  Sweden, at
the premises of the Stockholm  Chamber of Commerce  Institute of Arbitration and
shall be conducted in the English language.




<PAGE>

     11. Miscellaneous Provisions.

     11.1. Notices.  All notices required or permitted hereunder must be made in
writing, in the English language, and will be deemed to be delivered and
received  (i) if  personally  delivered  or if  delivered  by  telex,  telegram,
facsimile or courier service, when actually received by the party to whom notice
is sent, or (ii) if delivered by mail (whether actually received or not), at the
close of business on the seventh London Business Day next following the day when
placed in the mail, postage prepaid,  certified or registered,  addressed to the
appropriate party or parties,  at the address of such party or parties set forth
below (or at such other address as such party may designate by written notice to
all other parties in accordance herewith):

                  If to AremisSoft:         AremisSoft Corporation
                                            Goldsworth House
                                            Denton Way
                                            Goldsworth Park
                                            Woking Surrey GU213LG
                                            United Kingdom
                                            Attn:  Mr Roys Poyiadjis

with a copy to (which  will not  constitute  notice  for  purposes  of this
Agreement):

                  Scott E. Bartel, Esq.
                  Bartel Eng Linn & Schroder
                  300 Capitol Mall, Suite 1100
                  Sacramento, California 95814
                  Facsimile:  (916) 442-3442

     If to the Company Shareholders:

                  Still & Life GmbH
                  Bauernmarkt 24/36
                  Vienna

                  General Manager
                  Michael Poehn
                  Company Registration Nr. FN77768s Commercial Court Vienna


     11.2 Successors and Assigns. This Agreement shall be binding upon and shall
inure to the  benefit  of the  parties  hereto  and their  respective  permitted
successors  and  assigns.  Neither the Company nor any Company  Shareholder  may
assign,  delegate or otherwise transfer any of their rights or obligations under
this Agreement without the written consent of AremisSoft.

     11.3  Partial  Invalidity  and  Severability.  All rights and  restrictions
contained  herein may be exercised and shall be  applicable  and binding only to
the extent that they do not violate any  applicable  Laws and are intended to be
limited  to the extent  necessary  to render  this  Agreement  legal,  valid and
enforceable.  If any term of this Agreement,  or part thereof,  not essential to
the commercial purpose of this Agreement shall be held to be illegal, invalid or
unenforceable by a Forum of competent  jurisdiction,  it is the intention of the
parties that the remaining terms hereof, or part thereof, shall constitute their
agreement  with  respect to the  subject  matter  hereof and all such  remaining
terms,  or parts thereof,  shall remain in full force and effect.  To the extent
legally  permissible,  any illegal,  invalid or unenforceable  provision of this
Agreement  shall be  replaced  by a valid  provision  which will  implement  the
commercial purpose of the illegal, invalid or unenforceable provision.

     11.4 Waiver.  Any term or condition of this  Agreement may be waived at any
time by the party which is entitled  to the  benefit  thereof,  but only if such
waiver is evidenced by a writing signed by such party. No failure on the part of

<PAGE>


any party hereto to exercise,  and no delay in  exercising  any right,  power or
remedy  created  hereunder,  shall  operate as a waiver  thereof,  nor shall any
single or  partial  exercise  of any  right,  power or  remedy  by either  party
preclude  any other or further  exercise  thereof or the  exercise  of any other
right,  power or remedy.  No waiver by either  party  hereto of any breach of or
default in any term or condition of this Agreement shall  constitute a waiver of
or assent to any  succeeding  breach of or default in the same or any other term
or condition hereof.

     11.5 Headings.  The headings of particular provisions of this Agreement are
inserted  for  convenience  only and  shall not be  construed  as a part of this
Agreement  or serve as a  limitation  or  expansion  on the scope of any term or
provision of this Agreement.

     11.6 Number and Gender. Where the context requires, the use of the singular
form herein shall  include the plural,  the use of the plural shall  include the
singular, and the use of any gender shall include any and all genders.

     11.7 Entire Agreement.  This Agreement supersedes all prior discussions and
agreements  between the parties with respect to the subject matter  hereof,  and
this Agreement  contains the sole and entire agreement  between the parties with
respect to the matters  covered  hereby.  This Agreement shall not be altered or
amended  except by an instrument in writing  signed by or on behalf of the party
entitled to the benefit of the provision against whom enforcement is sought.

     11.8  Governing  Law. The Agreement and the rights and  obligations  of the
parties  hereto shall be governed by and  construed  and enforced in  accordance
with the substantive laws of the State of California (U.S.A.), without regard to
its conflicts of laws provisions thereof.

     11.9  Counterparts;  Signatures.  This  Agreement may be executed in one or
more  counterparts,  each of which shall be deemed an original  but all of which
together  shall  constitute one and the same  instrument.  This Agreement may be
signed by the parties in various  locations and  signatures  sent to a party via
facsimile  machine shall have equal dignity with the original  signature for all
purposes.

     11.10  Definitions.  For purposes of this  Agreement,  the following  terms
shall have the meanings specified with respect thereto below:

     "Action" shall mean any action, suit, Litigation, complaint,  counterclaim,
claim,  petition,  mediation contest, or administrative  proceeding,  whether at
Law, in equity, in arbitration or otherwise,  and whether conducted by or before
any Government or other Person.

     "Affiliate"  means,  as to any  specified  Person,  any other  Person that,
directly  or  indirectly  through  one  or  more  intermediaries  or  otherwise,
Controls, is controlled by or is under common Control with the specified Person.

     "Affiliated  Entity" or  "Affiliated  Entities"  shall have the meaning set
forth in Section 3.17.

     "Business Day" shall mean any day other than a Saturday,  a Sunday or a day
on which  commercial banks in the United States are required or authorized to be
closed.

     "Capital Stock" means, with respect to: (i) any corporation,  any share, or
any depositary receipt or other certificate representing any share, of an equity
ownership  interest in that corporation,  and (ii) any other Entity,  any share,
membership  or  other  percentage  interest,  unit  of  participation  or  other
equivalent (however designated) of an equity interest in that entity.

     "Cash  Compensation"  means,  as  applied  to  any  employee,  non-employee
director or officer of, or any natural  person who performs  consulting or other
independent contractor services for, the Company or any Company Subsidiary,  the
wages,  salaries,  bonuses  (discretionary  and formula),  fees,  and other cash
compensation paid or payable by the Company and each Company  Subsidiary to that
employee or other natural person.

<PAGE>


     "Charter  Documents"  means,  with  respect to any Entity,  in each case as
amended, modified and supplemented at that time, (i) the articles or certificate
of formation,  incorporation or organization  (or the equivalent  organizational
documents) of that Entity, (ii) by bylaws or limited liability company agreement
or regulations (or the equivalent governing documents) of that Entity, and (iii)
each  document  setting  forth the  designation,  amount  and  relative  rights,
limitations  and  preferences  of any class or series of that  Entity's  Capital
Stock or of any rights in respect of that Entity's Capital Stock.

     "Company Contracts" means all existing written and oral Material Agreements
and commitments of the Company,  including,  without limitation,  all employment
and  consulting   contracts,   union  contracts,   distributorship   agreements,
agreements with suppliers and customers  (except purchase or sale orders entered
into in the ordinary course of business  involving the purchase or sale of goods
or services for not more than Ten Thousand  Dollars  ($10,000) and for a term of
not more than twelve (12) months),  leases,  licenses,  employee  benefit plans,
deferred compensation agreements,  indentures, notes, bonds, mortgages, security
agreements,  loan agreements,  guarantees,  franchise agreements,  agreements in
respect of the issuance,  sale,  repurchase or transfer of the Company's Capital
Stock,  bonds or other  securities,  powers of attorney,  and any contract which
involves a payment by the Company of more than Ten Thousand Dollars ($10,000) or
has a term or requires  performance  by the  Company  over a period of more than
ninety (90) days.

     "Company  Intellectual  Property" shall mean any Intellectual Property that
is owned by, or exclusively  licensed to the Company or one of its  subsidiaries
and shall  include all  Intellectual  Property  of the  Acquired  Businesses  as
defined in the recitals to this Agreement.

     "Company  Registered  Intellectual  Property"  means all of the  Registered
Intellectual  Property  owned by, or filed in the name of the  Company or one of
its subsidiaries.

     "Company  Subsidiary"  means at any time any Entity that is a Subsidiary of
the Company at that time.

     "Confidential  Information"  means,  with respect to any Person,  all trade
secrets and other  confidential,  non-public and/or  proprietary  information of
that  Person,  including  information  derived  from  reports,   investigations,
research,  work in  progress,  codes,  marketing  and  sales  programs,  capital
expenditure  projects,  cost summaries,  pricing  formulae,  contract  analyses,
financial information, projections, confidential filings with any Government and
all other confidential,  non-public concepts,  methods of doing business, ideas,
materials  or  information  prepared or  performed  for, by or on behalf of that
Person.

     "Control" means a Person  possesses,  directly or indirectly,  the power to
direct or cause the direction of the management and policies of another  Person,
whether through the ownership of voting Capital Stock, by contract or otherwise.

     "Damages"   to  any  Person   means  any  cost,   damage   (including   any
consequential,  exemplary,  punitive  or treble  damage) or  expense  (including
reasonable fees and actual disbursements by attorneys,  consultants,  experts or
other Representatives and Litigation costs) to, any fine of or penalty on or any
Liability  (including  loss of earnings or profits) of any other  nature of that
Person.

     "Derivative Securities" of a specified Entity means any Capital Stock, debt
security or other indebtedness of the specified Entity or any other Person which
is convertible into or exchangeable  for, or any option,  warrant or other right
to acquire,  (i) any unissued Capital Stock of the specified Entity, or (ii) any
Capital Stock of the specified Entity which has been issued and is being held by
the Entity, directly or indirectly, as treasury Capital Stock.

     "Disclosure Memorandum" means certain information regarding the Company and
the Company  Shareholders which have been delivered by the Company  Shareholders
and the Company pursuant to this Agreement.  The Disclosure  Memorandum shall be
deemed to be part of and qualify those sections in this Agreement which refer to
in the sections of the Disclosure Memorandum.

<PAGE>


     "Employee Plan" shall have the meaning set forth in Section 3.19.

     "Entity"  means any sole  proprietorship,  corporation,  partnership of any
kind having a separate legal status, limited liability company,  business trust,
unincorporated organization or association,  mutual company, joint stock company
or joint venture.

     "Environmental Laws" shall mean all Laws, general or particular conditions,
requirements,  decrees,  and  covenants  relating  to  health,  safety  and  the
environment,  including,  without  limitation,  Laws and  covenants  relating to
emissions,   discharges,   releases  or  threatened   releases  of   pollutants,
contaminants,  chemicals, or industrial,  toxic or Hazardous Materials or wastes
of every kind and nature  into the  environment  (including  without  limitation
ambient air,  surface  water,  ground  water,  soil and  subsoil),  or otherwise
relating to the manufacture, generation, processing, distribution,  application,
use,  treatment,   storage,  disposal,  transport  or  handling  of  pollutants,
contaminants, chemicals, or industrial, toxic or hazardous substances or wastes,
or to  occupational  or  worker  safety  and  health,  and  any  and  all  Laws,
directives,  guidelines,  policies, plans, Orders, stipulations,  provisions and
conditions of Environmental  Permits,  licenses,  stipulations,  certificates of
authorization,  and other  operating  authorizations,  notices or demand letters
issued, entered, promulgated or approved thereunder.

     "Environmental  Permits"  shall mean all permits,  licenses,  certificates,
approvals, authorizations,  regulatory plans or compliance schedules required by
applicable  Environmental Laws, or issued by a Government pursuant to applicable
Environmental  Laws,  or  entered  into by  agreement  of the party to be bound,
relating to activities that affect human health or the  environment,  including,
without limitation, permits, licenses, certificates,  approvals, authorizations,
regulatory plans and compliance  schedules for air emissions,  water discharges,
pesticide  and  herbicide  or  other  agricultural   chemical  storage,  use  or
application,  and Hazardous  Material or Solid Waste  generation,  use, storage,
treatment and disposal.

     "Financial Statements" shall have the meaning set forth in Section 3.07.

     "Forum"  shall mean any  federal,  national,  state,  local,  municipal  or
foreign court,  governmental  agency,  administrative body or agency,  tribunal,
private alternative dispute resolution system, or arbitration panel.

     "GAAP" shall mean generally accepted  accounting  principles,  consistently
applied in India.

     "Government"  means (i) any  national,  state,  county,  municipal or other
government,  domestic or  foreign,  or any agency,  board,  bureau,  commission,
court,  department or other instrumentality of any such government,  or (ii) any
Person having the authority under applicable Law to assess and collect Taxes for
its own account.

     "Governmental Approval" means at any time authorization, consent, approval,
permit, franchise,  certificate, license, implementing order or exemption of, or
registration  or filing with, any  Government,  including any  certification  or
licensing of a natural  person to engage in a profession  or trade or a specific
regulated activity, at that time.

     "Hazardous  Material"  shall  mean any  substance  or  material,  including
without  limitation  raw  materials,  commercial  products  and  wastes or waste
products that, because of its quantity,  concentration, or physical, chemical or
infectious  characteristics may cause or significantly contribute to an increase
in mortality or an increase in serious,  irreversible or incapacitating illness,
or pose a  substantial  hazard  to human  health or the  environment,  including
without  limitation  petroleum and all  substances  and materials  designated as
hazardous or toxic under any applicable Environmental Law.

<PAGE>


     "Immediate  Family Member" of a Company  Shareholder means at any time: (i)
if that Company  Shareholder  is a natural  person,  any child or grandchild (by
blood or legal adoption) or spouse of that Company  Shareholder at that time, or
any child of that  spouse,  and (ii) if that  Company  Shareholder  is an Entity
whose ultimate beneficial owner is a natural person, or a natural person and his
spouse,  any child or  grandchild  (by blood or adoption) or spouse at that time
(if not then an ultimate  beneficial owner of that Entity), or any child of that
spouse, of the ultimate beneficial owner or owners.

     "Improvements" shall mean all buildings,  structures and other improvements
of any and every nature  located on the Real Property and all fixtures  attached
or affixed,  actually  or  constructively,  to the Real  Property or to any such
buildings, structures or other improvements.

     "Indemnified Losses" shall have the meaning set forth in Section 7.1.1.

     "Indemnitees" shall have the meaning set forth in Section 6.1.1.

     "Intellectual  Property"  shall  mean any or all of the  following  and all
rights in,  arising  out of or  associated  therewith:  (i) all  United  States,
international  and foreign patents and  applications  therefor and all reissues,
divisions,    renewals,    extensions,    provisionals,     continuations    and
continuations-in-part  thereof, (ii) all inventions (whether patentable or not),
invention disclosures,  improvements,  trade secrets,  proprietary  information,
know how,  technology,  software,  source code, object code,  technical data and
customer lists, and all  documentation  relating to any of the foregoing,  (iii)
all copyrights,  copyrights  registrations  and applications  therefor,  and all
other rights  corresponding  thereto  throughout the world,  (iv) all industrial
designs and any  registrations and applications  therefor  throughout the world,
(v) all trade names, logos,  common law trademarks and service marks,  trademark
and service mark registrations and applications  therefor  throughout the world,
(vi) all databases and data  collections  and all rights therein  throughout the
world,  (vii) all moral and economic  rights of authors and  inventors,  however
denominated,  throughout the world, and (viii) any similar or equivalent  rights
to any of the foregoing anywhere in the world.

     "Known," "to the knowledge of," "aware" or words of similar import employed
in  this  Agreement  with  reference  to  any  individual  or  Entity  shall  be
conclusively  presumed to mean that the individual or Entity has made reasonable
efforts  under the  circumstances  to become  knowledgeable;  in the case of the
Company,  "knowledge"  shall  be  deemed  to be the  individual  and  collective
knowledge (as defined above) of its directors and senior officers and managers.

     "Law" shall mean all federal, national, state, provincial, local, municipal
or foreign constitutions, statutes, rules, regulations, norms, ordinances, acts,
codes,  legislation,  treaties,  conventions,  common law  principles,  judicial
decisions and similar laws and legal requirements,  whether of the United States
of America, India, or any other jurisdiction as in effect from time to time.

     "Leased Real Property" shall have the meaning set forth in Section 3.12.

     "Liability"  shall  mean  any  liability  or  obligation  whether  known or
unknown, asserted or unasserted,  absolute or contingent,  accrued or unaccrued,
liquidated or unliquidated and whether due or to become due.

     "Lien" shall mean any mortgage, pledge,  hypothecation,  security interest,
encumbrance,  claim,  restriction  on use,  lien or charge  of any kind,  or any
rights of others,  however evidenced or created (including any agreement to give
any of the foregoing,  any conditional sale or other title retention  agreement,
any lease in the  nature  thereof,  and the filing of or  agreement  to give any
financing  statement under the lien notice records or other similar  legislation
of any jurisdiction).

     "Litigation" means any action, case, proceeding,  claim, grievance, suit or
investigation or other proceeding  conducted by or pending before any Government
or any arbitration proceeding.

<PAGE>


     "Material"  means,  as applied to any Entity or the  Company,  of a like or
character affecting or effecting the business, operations, property, property or
assets, liabilities,  financial condition or result of operations of that Entity
and its  Subsidiaries  considered  as a  whole,  as the  case  may  be,  which a
reasonable  person  would  like to know as part of the total mix of  information
considered by such person in making a decision to acquire the Company Shares.

     "Material  Adverse Effect" means,  with respect to the  consequences of any
fact or circumstance  (including the occurrence or  non-occurrence of any event)
to the Company,  that such fact or circumstance  has caused,  is causing or will
cause, directly, indirectly or consequentially,  singly or in the aggregate with
other facts and  circumstances,  any Damages in excess of  Twenty-Five  Thousand
Dollars ($25,000).

     "Material  Agreement"  of any Entity means any contract or agreement (i) to
which that Entity or any of its Subsidiaries is a party, or by which that Entity
or any of its  Subsidiaries  is bound or to which any property or assets of that
Entity or any of its Subsidiaries is subject, and (ii) which is Material to that
Entity.

     "Orders" shall mean all applicable orders, writs, judgments,
injunctions, decrees, rulings, consent agreements, and awards of or by any Forum
or entered by consent of the party to be bound.

     "Organization State" means, as applied to (i) any corporation, its state or
other  jurisdiction  of  incorporation,  (ii) any limited  liability  company or
limited  partnership,  the state or other  jurisdiction  under  whose laws it is
formed,  organized and existing in that legal form,  and (iii) any other Entity,
the  state or other  jurisdiction  whose  laws  govern  that  Entity's  internal
affairs.

     "Owned Real Property" shall have the meaning set forth in Section 3.12.

     "Person" shall include an individual,  a  partnership,  a joint venture,  a
corporation,   a  limited   liability   company,   a  trust,  an  unincorporated
organization and a Government.

     "Real Property" shall have the meaning set forth in Section 3.12.

     "Real Property Lease" shall have the meaning set forth in Section 3.12.

     "Reference Date" shall have the meaning set forth in Section 3.07.

     "Reference Date Balance Sheets" shall have the meaning set forth in Section
3.07.

     "Registered   Intellectual  Property"  means  all  United  States,  Indian,
international  and  foreign  (i)  patents  and  patent  applications  (including
provisional applications), (ii) registered trademarks,  applications to register
trademarks,  intent-to-use applications,  or other registrations or applications
related  to  trademarks,   (iii)  registered  copyrights  and  applications  for
copyright  registration,  and (iv) any other  Intellectual  Property that is the
subject of an application,  certificate,  filing, registration or other document
issued,  filed with, or recorded by any state,  government or other public legal
authority.

     "Related Parties" shall have the meaning set forth in Section 3.22.

     "Representatives"  means,  with  respect  to  any  Person,  the  directors,
officers,  employees,  affiliates,  accountants (including independent certified
public  accounts),  advisors,  attorneys,  consultants  or other  agents of that
Person, or any other  representatives  of that Person of any of those directors,
officers, employees, Affiliates,  accountants,  (including independent certified
accountants), advisors, attorneys, consultants, or other agents.

     "Restricted  Payment" means, with respect to any Entity at any time, any of
the  following  that  Entity  effects:  (i) any  declaration  or  payment of any
dividend or other  distribution,  direct or indirect,  on account of any Capital

<PAGE>


Stock of that  Entity or any  Affiliate  of that  Entity,  or (ii) any direct or
indirect redemption,  retirement, purchase or other acquisition for value of, or
any direct or indirect purchase,  payment or sinking fund or similar deposit for
the redemption,  retirement,  purchase or other  acquisition for value of, or to
obtain the  surrender of, any then  outstanding  Capital Stock of that Entity or
any Affiliate of that Entity or any then outstanding warrants, options, or other
rights to acquire or  subscribe  for or purchase  unissued  or treasury  Capital
Stock of that Entity or any Affiliate of that Entity.

     "Returns" shall have the meaning set forth in Section 3.17.

     "Solid Waste" shall mean any garbage, refuse, sludge from a waste treatment
plant, water supply treatment plant, or air pollution control facility and other
discarded material,  including solid, liquid,  semi-solid,  or contained gaseous
material  resulting  from  industrial,   commercial,   mining  and  agricultural
operations, and from community activities.

     "Subsidiary"  of any  specified  Person  at any time,  means  any  Entity a
majority  of the  Capital  Stock of which is at that time  owned or  controlled,
directly or indirectly, by the specified Person.

     "Supplemental Information" shall have the meaning set forth in Section 5.6.

     "Survival Period" shall have the meaning set forth in Section 7.4.

     "Taxes" shall mean any present or future  taxes,  levies,  imposts  duties,
fees, assessments, deductions, withholdings or other charges of whatever nature,
including without limitation income, gross receipts,  excise,  property,  sales,
use, customs, value added,  consumption,  transfer,  license,  payroll, employee
income,  withholding,  Social  Security,  and franchise  taxes, now or hereafter
imposed  or  levied  by the  United  States  of  America,  India,  or any  other
Government or by any department, agency or other political subdivision or taxing
authority thereof or therein, all deposits required in connection therewith, and
all interests,  penalties,  additions to tax, and other similar Liabilities with
respect thereto.

     "Wholly Owned  Subsidiary"  means any  corporation or other Entity,  all of
whose  outstanding  Capital  Stock on a fully  diluted basis is owned by another
Person, directly or indirectly.


     IN WITNESS WHEREOF,  the undersigned parties hereto have duly executed this
Agreement as of the date first above written.

                                                         "AREMISSOFT"

                                                     AremisSoft Corporation




                                           By:
                                                       Lycourgos K. Kyprianou
                                           Title:      Chairman

                                           AremisSoft  (E.E. M.E. A.) Limited



                                           By:
                                                       Lycourgos K. Kyprianou
                                           Title:      Chairman


                                           THE "COMPANY"

                                           e-ChaRM Pvt Ltd

                                           By:         Benley Noronah
                                           Title:      Managing Director


                                           THE "COMPANY SHAREHOLDERS"

                                           Still & Life GmbH

                                           Name: Michael Poehn

                                           Title: General Manager