AREMISSOFT CORP /DE/
EXHIBIT 10.40
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>asdex.txt
<DESCRIPTION>EXHIBIT 10.40
<TEXT>



May 4, 2001


Mr. Roys Poyiadjis
AremisSoft Corporation
216 Haddon Avenue, Suite 607
Westmont, NJ 08108

Dear Mr. Poyiadjis:

     This letter sets forth the  agreement of Groupe Nova,  S.A., a  corporation
organized  under the laws of the British Virgin Islands (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.  All references to Dollars in this Agreement
are to United States Dollars. The parties agree as follows:

     1. Purchase of the Shares.  This  Agreement  relates to the purchase by the
Purchaser of one million  (1,000,000)  shares (the  "Shares")  of the  Company's
Common Stock for an aggregate  purchase price of $15,000,000,  which purchase is
being  settled by the parties on the date hereof.  The Purchaser and the Company
acknowledge  that the  purchase  price  per  share is  $15.00  per share and the
closing price on the date of this Agreement was $15.81 per share  representing a
discount to the closing price of five percent (5%).

     2. Representations and Warranties of the Company.

          2.1 The Company is a corporation duly  incorporated,  validly existing
     and in good standing  under the laws of the State 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. This Agreement has been, or will be, duly executed and delivered on
     behalf  of  the  Company  by a  duly  authorized  officer.  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.

<PAGE>2


          2.2 The Shares have been duly  authorized by all  necessary  corporate
     action and, when paid for and 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.

          2.3. 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 333-54528, (the "Registration  Statement");  and (b) the Company has
     filed, or will file, 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,
     or to be filed,  and, in the case of the Registration  Statement,  declared
     effective by the Securities and Exchange Commission,  are annexed hereto as
     Exhibits "A" and "B," respectively.

          2.4. The Company has taken, or will take, all action  necessary on its
     part,  to list the Shares for trading on the NASDAQ  system or any relevant
     market or system,  if  applicable.  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 other  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 other
     relevant market or system.

          2.5. 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 February 8, 2001
     (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.

<PAGE>3

     3. Representations and Warranties of the Purchaser.

          3.1.  The  Purchaser  is  a  corporation  duly  incorporated,  validly
     existing and in good standing under the laws of the British Virgin Islands.
     The Purchaser has the requisite corporate power and authority to enter into
     and perform this  Agreement and to purchase the Shares in  accordance  with
     the terms hereof. The execution, delivery and performance of this Agreement
     by  the  Purchaser  and  the   consummation  by  it  of  the   transactions
     contemplated  hereby have been duly and validly authorized by all necessary
     corporate  action.  This  Agreement has been duly executed and delivered on
     behalf  of the  Purchaser  by a duly  authorized  officer.  This  Agreement
     constitutes,  or shall constitute when executed and delivered,  a valid and
     binding  obligation of the Purchaser  enforceable  against the Purchaser in
     accordance with its terms.

          3.2. The Purchaser is an "accredited  investor"  within the meaning of
     SEC Rule 501(a)(3), 17 C.F.R. 230.501(a)(1) as a corporation not formed for
     the specific purpose of investing in the Shares with total assets in excess
     of $5,000,000.

     4. Other Covenants and Agreements.

          4.1. 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.

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

          4.3. 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  Delaware  without  giving  effect  to the  conflicts  of law
     principles thereunder.

          4.4. This Agreement may be executed in two or more counterparts,  each
     of which  shall be  deemed an  original,  but all of which  together  shall
     constitute  one and the same  agreement.  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.


<PAGE>4


     If the  foregoing  correctly  reflects the terms of our  agreement,  please
execute  a copy of  this  letter  which,  when  executed  by the  Company,  will
constitute a valid and binding agreement between us.




                                          Very truly yours,

                                          Groupe Nova, S.A.


                                          By:     -----------------------------
                                                  Janos Nemeth, General Manager
AGREED TO:

COMPANY:

AremisSoft Corporation


By:     -----------------------
        Roys Poyiadjis, Co-CEO



<PAGE>C-1
                                   EXHIBIT 'C'

                            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
February  8, 2001,  and any  prospectus  supplements  thereto  (the  "Prospectus
Supplements") which are a part of the Registration Statement),  or any amendment
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


<PAGE>C-2

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 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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