AREMISSOFT CORP /DE/
EXHIBIT 10.19
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>EXHIBIT 10.19
<TEXT>


                                September 7, 2000



Acqua Wellington North American Equities Fund, Ltd.
c/o Fortis Fund Services (Bahamas) Limited
Montague Sterling Centre
East Bay Street, P.O. Box SS-6
Nassau, Bahamas

Dear Sirs:

       This letter sets forth the agreement of Acqua  Wellington  North American
Equities Fund, Ltd. (the  "Purchaser")  and AremisSoft  Corporation,  a Delaware
corporation  (the  "Company"),  regarding the purchase by the Purchaser from the
Company of the Company's  common stock (the "Common  Stock") on the date hereof.
The parties agree as follows:

        1. This  Agreement  relates to the purchase by the  Purchaser of 474,871
shares (the  "Shares") of the Company's  Common Stock for an aggregate  purchase
price of $12,000,000, which purchase is being settled by the parties on the date
hereof.

        2. The Company is a corporation duly incorporated,  validly existing and
in good  standing  under the laws of  Delaware.  The Company  has the  requisite
corporate  power and  authority to enter into and perform this  Agreement and to
issue and sell the Shares in accordance  with the terms hereof.  The  execution,
delivery and  performance of this Agreement by the Company and the  consummation
by it of the  transactions  contemplated  hereby  have  been  duly  and  validly
authorized  by all  necessary  corporate  action.  A copy of the  duly  executed
resolutions  of the Board of  Directors  of the  Company is  attached  hereto as
Exhibit "B".  This  Agreement  has been duly executed and delivered on behalf of
the Company by a duly authorized  officer. A copy of a duly executed  incumbency
certificate  of the Company's  duly  authorized  officers is attached  hereto as
Exhibit "C". This Agreement  constitutes,  or shall constitute when executed and
delivered, a valid and binding obligation of the Company enforceable against the
Company in accordance with its terms.

        3. The  Shares  have been duly  authorized  by all  necessary  corporate
action and,  when paid for or issued in accordance  with the terms  hereof,  the
Shares shall be validly issued and  outstanding,  fully paid and  nonassessable,
and the Purchaser shall be entitled to all rights accorded to a holder of Common
Stock.

        4. The Company  represents  and  warrants  that (a) the Shares have been
registered under the Securities Act of 1933, as amended (the "Securities  Act"),
pursuant  to a  registration  statement  on Form  S-3,  Commission  File  Number
333-31768,  (the  "Registration  Statement");  and (b) the  Company  has filed a
prospectus   supplement  to  the   Registration   Statement   (the   "Prospectus
Supplement") in connection  with this  transaction.  Copies of the  Registration
Statement and the Prospectus  Supplement,  each as filed and, in the case of the
Registration  Statement,  declared  effective  by the  Securities  and  Exchange
Commission, are annexed hereto as Exhibits "D" and "E," respectively.



<PAGE>


   Acqua Wellington North American Equities Fund
   September 7, 2000
   Page 2



        5. The Company has taken all action  necessary on its part:  to list the
Shares for trading on the NASDAQ  system or any  relevant  market or system,  if
applicable. A copy of the Company's listing application with NASDAQ or any other
relevant market or system is attached hereto as Exhibit "F."

        6. The Company  will  continue to take all action  necessary to continue
the listing or trading of its Common  Stock on the NASDAQ  Stock Market (NMS) or
any relevant  market or system,  if applicable,  and will comply in all respects
with the  Company's  reporting,  listing  (including,  without  limitation,  the
listing of the shares) or other  obligations under the rules of the NASDAQ Stock
Market (NMS) or any relevant market or system.

        7. The Company has delivered or made available to the Purchaser true and
complete  copies of the filings on Forms 10-K, 10-Q and 8-K filed by the Company
with  the  Securities   and  Exchange   Commission   since   September  1,  2000
(collectively,  the "Commission  Filings").  The Company has not provided to the
Purchaser  any  information   which,   according  to  applicable  law,  rule  or
regulation, should have been disclosed publicly by the Company but which has not
been so disclosed,  other than with respect to the transactions  contemplated by
this Agreement.  As of their respective  dates,  each of the Commission  Filings
complied  in all  material  respects  with the  requirements  of the  Securities
Exchange Act of 1934 (the "Exchange  Act") and the rules and  regulations of the
Commission promulgated thereunder and other federal, state and local laws, rules
and regulations applicable to such documents, and, as of their respective dates,
none of the Commission  Filings referred to above contained any untrue statement
of a material  fact or omitted to state a material  fact  required  to be stated
therein or necessary in order to make the  statements  therein,  in light of the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements of the Company  included in the Commission  Filings comply as to form
in all  material  respects  with  applicable  accounting  requirements  and  the
published rules and regulations of the Commission or other  applicable rules and
regulations  with  respect  thereto.  No event or  circumstance  has occurred or
exists  with  respect to the  Company or its  subsidiaries  or their  respective
businesses,  properties,  prospects,  operations or financial condition,  which,
under  applicable  law,  rule  or  regulation,  requires  public  disclosure  or
announcement  by the  Company but which has not been so  publicly  announced  or
disclosed.

        8. The Company will promptly  notify the Purchaser of (a) any stop order
or other suspension of the  effectiveness of the Registration  Statement and (b)
the happening of any event as a result of which the  prospectus  included in the
Registration  Statement includes an untrue statement of a material fact or omits
to state a material fact required to be stated therein, or necessary to make the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.

        9. The Company may not issue a press release or otherwise  make a public
statement or  announcement  with respect to the  completion  of the  transaction
contemplated hereby without the prior consent of the Purchaser.



<PAGE>

   Acqua Wellington North American Equities Fund
   September 7, 2000
   Page 3


        10. The Company and the purchaser  will indemnify each other as provided
in  Exhibit  "A"  attached   hereto  against   liability  with  respect  to  the
Registration   Statement   (including,   without   limitation,   the  Prospectus
Supplement)  relating  to the  Shares  which  were  sold by the  Company  to the
Purchaser.  For  purposes  of said  Exhibit A,  capitalized  terms used  therein
without  definition shall have the same meanings therein as are ascribed to said
terms in this Agreement.

        11. This  Agreement and the legal  relations  between the parties hereto
with respect to any purchase of Common Stock by the Purchaser hereunder shall be
governed and construed in accordance with the  substantive  laws of the State of
New York without giving effect to the conflicts of law principles thereunder.

        Delivery of an executed  copy of a signature  page to this  Agreement by
facsimile  transmission  shall be effective  as delivery of a manually  executed
copy of this Agreement and shall be effective and enforceable as the original.

        Please  execute  a copy of  this  letter  which,  when  Executed  by the
purchaser, will constitute an agreement between the Company and the Purchaser.

                                            Very truly yours,

                                            AREMISSOFT CORPORATION


                                            By: ___________________________
                                                Roys Poyiadjis
                                                Chief Executive Officer

AGREED TO:

PURCHASER:

Acqua Wellington North American Equities Fund, Ltd.


By: __________________________
    Name:
    Title:



<PAGE>



                                   EXHIBIT 'A'

                            TERMS OF INDEMNIFICATION


(1)     Indemnification  by the  Company.  The Company will  indemnify  and hold
        harmless  the  Purchaser  and each  person,  if any,  who  controls  the
        Purchaser  within the  meaning of  Section 15 of the  Securities  Act of
        1933,  as  amended  (the  "Securities  Act");  or  Section  20(a) of the
        Securities  Exchange  Act,. as amended (the  "Exchange  Act");  from and
        against any losses,  claims,  damages,  liabilities,  costs and expenses
        (including,   without  limitation,   reasonable  costs  of  defense  and
        investigation  and all  attorneys'  fees  and  expenses)  to  which  the
        Purchaser and each person, if any, who controls the Purchaser may become
        subject, under the Securities Act or otherwise,  insofar as such losses,
        claims,  damages,  liabilities  and  expenses  (or  actions  in  respect
        thereof)  arise out of, or are based  upon (i) any untrue  statement  or
        alleged untrue  statement of a material fact contained,  or incorporated
        by reference,  in the  Registration  Statement  relating to Shares being
        sold to the Purchaser (including the prospectus dated September 1, 2000,
        and the prospectus supplement dated September ___, 2000 (the "Prospectus
        Supplement")  which are a part of the  Registration  Statement),  or any
        amendment  or  supplement  to the  Registration  Statement,  or (ii) the
        omission or alleged omission to state in that Registration  Statement or
        any document incorporated by reference in the Registration  Statement, a
        material  fact  required to be stated  therein or  necessary to make the
        statements therein not misleading (an "Indemnifiable Matter").

        The Company  will  reimburse  the  Purchaser  and each such  controlling
        person  promptly  upon  demand for any legal or other  costs or expenses
        reasonably  incurred  by the  Purchaser  or the  controlling  person  in
        investigating,  defending  against,  or preparing to defend  against any
        claim relating to an Indemnifiable  Matter, except that the Company will
        not be liable to the extent such claim, suit or proceeding which results
        in a loss, claim, damage, liability or expense arises out of or is based
        upon, an untrue statement, alleged untrue statement, omission or alleged
        omission,  included in any  Prospectus  Supplement  or any  amendment or
        supplement  to  the  Prospectus  Supplement  in  reliance  upon,  and in
        conformity with, written  information  furnished by the Purchaser to the
        Company for inclusion in the Prospectus Supplement.

(2)     Indemnification Procedure.  Promptly after a person receives notice of a
        claim or the commencement of an action, suit or proceeding for which the
        person intends to seek  indemnification  under Paragraph (a) or (b), the
        person  will  notify the  indemnifying  party in writing of the claim or
        commencement  of the action,  suit or proceeding,  but failure to notify
        the  indemnifying  party will not  relieve  the  indemnifying  party rom
        liability  under  Paragraph  (a)  or  (b),  except  to  the  extent  the
        indemnifying party has been materially prejudiced by the failure to give
        notice.  The  indemnifying  party will he entitled to participate in the
        defense  of  any  claim,   action,   suit  or  proceeding  as  to  which
        indemnification   is  being  sought,   and  if  the  indemnifying  party
        acknowledges  in writing the  obligation  to indemnify the party against
        whom the claim,  action, suit or proceeding is brought, the indemnifying
        party may (but will not be required  to) assume the defense  against the
        claim,  action,  suit or  proceeding  with legal  counsel  chosen by the
        indemnifying  party. After an indemnifying party notifies an indemnified
        party that the  indemnifying  party  wishes to assume  the  defense of a
        claim,  action,  suit or proceeding the  indemnifying  party will not be

<PAGE>

        liable for any legal or other expenses incurred by the indemnified party
        in  connection  with the  defense  against  the claim,  action,  suit or
        proceeding,  except  that if, in the  opinion  of legal  counsel  to the
        indemnifying  party,  one or more of the  indemnified  parties should be
        separately  represented  in  connection  with a claim,  action,  suit or
        proceeding the indemnifying  party will pay the fees and expenses of one
        separate counsel for the indemnified parties. Each indemnified party, as
        a  condition  precedent  to  receiving  indemnification  as  provided in
        Paragraph (a) or (b), will, at the cost and expense of the  indemnifying
        party,  cooperate in all reasonable respects with the indemnifying party
        in the  defense of the claim,  action,  suit or  proceeding  as to which
        indemnification  is sought. No indemnifying party will he liable for any
        settlement of any claim, action, suit or proceeding effected without its
        prior written  consent.  No indemnifying  party will,  without the prior
        written  consent of the  indemnified  party,  effect any settlement of a
        pending or threatened claim,  action or proceeding with respect which an
        indemnified  party is, or is  informed  that it may be, made a party and
        for which it would be entitled to indemnification, unless the settlement
        includes  an  unconditional  release of the  indemnified  party from all
        liability  and claims  which are the  subject  matter of the  pending or
        threatened action.

(3)     Contribution. If for any reason the indemnification provided for in this
        agreement is not available to, or is not sufficient to hold harmless, an
        indemnified party in respect of any loss, claim, damage, liability, cost
        or expense referred to in Paragraph (a) or (b), each indemnifying  party
        will, in lieu of indemnifying the indemnified  party,  contribute to the
        amount paid or payable by the indemnified party as a result of the loss,
        claim, damage, liability, cost or expense (i) in the proportion which is
        appropriate   to  reflect  the   relative   benefits   received  by  the
        indemnifying  party, on the one hand, and by the  indemnified  party, on
        the  other  hand,  from the sale of stock  which is the  subject  of the
        claim,  action,  suit or proceeding  which resulted in the loss,  claim,
        liability,  cost or expense or (ii) if that  allocation is not permitted
        by applicable  law, in such  proportion as is appropriate to reflect not
        only the relative  benefits of the sale of stock,  but also the relative
        fault of the indemnifying  party and the indemnified  party with respect
        to the  statements  or  omissions  which are the  subject  of the claim,
        action,  suit or proceeding  that resulted in the loss,  claim,  damage,
        liability,  cost or  expense  as well as any  other  relevant  equitable
        considerations.

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</DOCUMENT>
