AREMISSOFT CORP /DE/
AMENDMENT TO MERGER AGREEMENT
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ascexhibit.txt
<DESCRIPTION>AMENDMENT TO MERGER AGREEMENT
<TEXT>


                                  EXHIBIT 10.41

                                    Amendment
                                       to
                           AremisSoft and Fourth Shift
                                Merger Agreement

     This Amendment  Agreement (the  "Agreement") to the Merger  Agreement dated
February   26,  2001  by  and   between   AremisSoft   Corporation,   AremisSoft
Manufacturing  (US), Inc. and Fourth Shift Corporation (the "Merger  Agreement")
is entered into as of this 23rd day of March, 2001. Terms used but not otherwise
defined  in this  Agreement,  have the  meanings  assigned  to such terms in the
Merger Agreement.

     This  Agreement  is for the purpose of amending  Section 2(g) of the Merger
Agreement to provide for the  acceleration of vesting of all outstanding  Fourth
Shift Options, so that they become fully vested, upon consummation of the Merger
at the Effective Time.

     Based on and in  consideration  of the foregoing,  the Parties hereby amend
and restate Section 2(g) of the Merger Agreement to read as follows:

     "(g) Stock Options.  Each option to purchase  shares of Fourth Shift Common
Stock (a "Fourth Shift Option")  outstanding  immediately prior to the Effective
Time shall remain  outstanding  following the  Effective  Time. At the Effective
Time,  AremisSoft  shall assume each Fourth Shift Option by virtue of the Merger
and  without  any  further  action  on the part of Fourth  Shift or the  holders
thereof. AremisSoft shall assume each such option in such manner that AremisSoft
(i) is a corporation  "assuming a stock option in a transaction to which Section
424(a)  applies"  within the  meaning of Section  424 of the Code or (ii) to the
extent  that  Section  424 of the Code does not apply to any such  Fourth  Shift
Option,  would be such a corporation  were Section 424 of the Code applicable to
such Fourth Shift Option.  From and after the Effective  Time, all references to
"Fourth  Shift"  in the  Fourth  Shift  Options  and the  related  stock  option
agreements shall be deemed to refer to  "AremisSoft."  After the Effective Time,
each Fourth Shift Option  assumed by AremisSoft  shall be  exercisable  upon the
same terms and  conditions  as were in effect under the Fourth Shift Options and
the related option  agreements  immediately  prior to the Effective Time, except
that (i) each Fourth Shift Option shall be exercisable  for that whole number of
shares of  AremisSoft  Common Stock  (rounded  down to the nearest  whole share)
equal to the  number of shares of Fourth  Shift  Common  Stock  subject  to such
Fourth Shift Option  immediately prior to the Effective Time divided by 6.14159,
(ii) the option  price per share of  AremisSoft  Common Stock shall be an amount
equal to the option price per share of Fourth Shift Common stock subject to such
Fourth Shift Option in effect immediately prior to the Effective Time multiplied
by 6.14159 (the option price per share,  as so determined,  being rounded upward
to the nearest full cent), and (iii) any and all outstanding and unvested Fourth
Shift Options,  or any portion  thereof,  shall be accelerated  and deemed fully
vested as of the Effective Time."


                      [THIS SPACE INTENTIONALLY LEFT BLANK]


<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the 23rd day of March, 2001.

                                            AremisSoft Corporation,
                                            a Delaware corporation


                                        By: /s/ ROYS POYIADJIS
                                                --------------------------------
                                                Roys Poyiadjis

                                            Fourth Shift Corporation,
                                            a Minnesota corporation


                                        By: /s/ MARION MELVIN STUCKEY
                                                -----------------------------
                                                Marion Melvin Stuckey,
                                                Chief Executive Officer


                                            AremisSoft Manufacturing (US), Inc.,
                                            a Delaware corporation


                                        By: /s/ ROYS POYIADJIS
                                                --------------------------------
                                                Roys Poyiadjis
                                                Co-Chief Executive Office
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</DOCUMENT>
