VERSO TECHNOLOGIES INC
STIPULATION FOR SETTLEMENT-MAY 30,2002
<DOCUMENT>
<TYPE>EX-10.8
<SEQUENCE>6
<FILENAME>g77817exv10w8.txt
<DESCRIPTION>STIPULATION FOR SETTLEMENT-MAY 30,2002
<TEXT>
<PAGE>

                                                               EXHIBIT 10.8

                          UNITED STATES DISTRICT COURT
                         FOR THE DISTRICT OF NEW JERSEY

-----------------------------------

In re:                                       Civ. Action  No. 02-CV-01336 (JAP)

AREMISSOFT CORPORATION, a Delaware           Honorable Joel A. Pisano
corporation,
                  Debtor.                    Chapter 11

                                             Bankruptcy Case No. 02-32621 (RG)
-----------------------------------

                  STIPULATION FOR SETTLEMENT AND MUTUAL RELEASE

         This Stipulation for Settlement and Mutual Release ("Stipulation") is
made and entered as of the latest date appearing on the signature pages of this
Stipulation, by and among AREMISSOFT CORPORATION ("AremisSoft"), a Delaware
corporation; SOFTBRANDS, INC., ("SoftBrands"), a Delaware corporation;
ESTAR-SOLUTIONS (AUST) PTY LTD, an Australian corporation and successor in
interest of AREMISSOFT AUSTRALIA PTY. LIMITED, an Australian corporation;
SOFTBRANDS HOSPITALITY, INC., a Delaware corporation ("SoftBrands Hospitality")
f/k/a as Aremis Corporation and successor in interest of AREMISSOFT HOSPITALITY
(US), INC., a Delaware corporation ("AremisSoft Hospitality"); SOFTBRANDS
INTERNATIONAL, INC., a Delaware corporation ("SoftBrands International") and
successor in interest of AREMISSOFT (HK) CORPORATION LIMITED, a Hong Kong
corporation; FOURTH SHIFT CORPORATION SDN BHD, a Malaysian corporation and
successor in interest of AREMISSOFT HOSPITALITY (M) SDN. BHD. F/K/A IMPACT LEVEL
(M) SDN. BHD., a Malaysian corporation; AREMISSOFT NORWAY AS, a Norwegian
corporation; FOURTH SHIFT SOUTH ASIA PACIFIC (S) PTE LTD, a Singapore
corporation and successor in interest of AREMISSOFT HOSPITALITY (SINGAPORE) PTE
LTD F/K/A LATIN AMERICA ONE PTE LTD, a Singapore corporation; AREMISSOFT
HOSPITALITY (SWITZERLAND) GMBH, a Swiss corporation


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("AremisSoft Switzerland"); and SOFTBRANDS EUROPE LIMITED, a company organized
under the laws of England and Wales ("SoftBrands Europe") and successor in
interest of META Systems Hospitality (UK) Limited ("META Hospitality (UK)"),
formerly known as AREMISSOFT HOSPITALITY (UK) LIMITED (AremisSoft,
eStar-Solutions (Aust) Pty Ltd, SoftBrands Hospitality, SoftBrands
International, Fourth Shift Corporation Sdn Bhd, AremisSoft Norway AS, Fourth
Shift South Asia Pacific (S) Pte Ltd, AremisSoft Switzerland and SoftBrands
Europe, collectively, the "AremisSoft Settling Parties," and without AremisSoft,
the "SoftBrands Payment Parties");

"AND" AREMISSOFT AUSTRALIA PTY. LIMITED, an Australian corporation; AREMISSOFT
HOSPITALITY (US), INC., a Delaware corporation; AREMISSOFT (HK) CORPORATION
LIMITED, a Hong Kong corporation; AREMISSOFT HOSPITALITY (M) SDN. BHD. F/K/A
IMPACT LEVEL (M) SDN. BHD., a Malaysian corporation; AREMISSOFT HOSPITALITY
(SINGAPORE) PTE LTD F/K/A LATIN AMERICA ONE PTE LTD, a Singapore corporation;
and META HOSPITALITY (UK) (collectively, the "AremisSoft Transferring Parties");

                                      AND

         VERSO TECHNOLOGIES, INC. F/K/A ELTRAX SYSTEMS, INC., a Minnesota
corporation ("Verso"); ELTRAX INTERNATIONAL INC., a Pennsylvania corporation;
ELTRAX SYSTEMS (AUSTRALIA) PTY. LTD., an Australian corporation; ELTRAX SYSTEMS
PTY. LIMITED, a Hong Kong corporation; ELTRAX SYSTEMS SDN. BHD., a Malaysian
Corporation; ELTRAX SCANDINAVIA AS, a Norwegian corporation; ELTRAX SYSTEMS PTE.
LTD., a Singapore corporation; ELTRAX AG, a Swiss corporation ("Eltrax
Switzerland"); ELTRAX HOLDINGS


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AG, a Swiss corporation ("Eltrax Holdings"); and ELTRAX UK LIMITED ("Eltrax
UK"), an English corporation (collectively, the "Verso Settling Parties").

                                    RECITALS

         WHEREAS, AremisSoft (as Purchaser) and Verso and Eltrax Hospitality
Group, Inc. (as Sellers) entered into that certain Agreement for the Purchase
and Sale of Assets dated September 28, 2000 and the side letter among the
parties dated October 18, 2000 (together, the "Master Purchase Agreement"); and

         WHEREAS, AremisSoft and AremisSoft Australia Pty Limited (as
Purchasers) and Eltrax Systems (Australia) Pty. Ltd. (as Vendor) and Eltrax
International Inc. and Verso (as Warrantors) entered into that certain Deed of
Sale and Purchase of Business dated December 31, 2000 (the "Australia Purchase
Agreement"); and

         WHEREAS, AremisSoft Hospitality (as Purchaser) and Eltrax Group, Inc.
and Verso (as Sellers) entered into that certain Agreement for the Purchase and
Sale of Assets and Liabilities dated December 8, 2000, relating to assets and
liabilities of Eltrax Group, Inc.'s Belgian Branch (the "Belgium Purchase
Agreement"); and

         WHEREAS, AremisSoft and AremisSoft (HK) Corporation Limited (as
Purchasers) and Eltrax Systems PTY Limited, Eltrax International Inc., and Verso
(as Sellers) entered into that certain Asset Sale and Purchase Agreement dated
December 19, 2000 (the "Hong Kong Purchase Agreement"); and

         WHEREAS, AremisSoft and AremisSoft Hospitality (M) Sdn. Bhd. f/k/a
Impact Level (M) SDN. BHD. (as Purchasers) and Eltrax Systems SDN. BHD., Eltrax


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<PAGE>

International Inc., and Verso (as Sellers) entered into that certain Asset Sale
Agreement dated December 5, 2000 (the "Malaysia Purchase Agreement"); and

         WHEREAS, AremisSoft Norway AS (as Purchaser) and Eltrax Scandinavia AS
(as Seller) entered into that certain Agreement for the Purchase and Sale of
Assets dated October 18, 2000 (the "Norway Purchase Agreement"); and

         WHEREAS, AremisSoft and AremisSoft Hospitality (Singapore) Pte Ltd
f/k/a Latin America One PTE LTD (as Purchasers) and Verso and Eltrax Systems PTE
LTD (as Sellers) entered into that certain Agreement for the Purchase and Sale
of Assets dated December 18, 2000 (the "Singapore Purchase Agreement"); and

         WHEREAS, AremisSoft and AremisSoft Switzerland (as Purchasers) and
Eltrax AG, Eltrax Holdings AG, and Verso (as Sellers) entered into that certain
Agreement for the Purchase and Sale of Assets dated October 26, 2000 (the
"Switzerland Purchase Agreement"); and

         WHEREAS, META Hospitality (UK) (as Purchaser) and Eltrax UK (as Seller)
and AremisSoft and Verso (as Guarantors) entered into that certain Asset Sale
and Purchase Agreement dated November 8, 2000 (the "UK Purchase Agreement," and,
together with the Australia Purchase Agreement, Belgium Purchase Agreement, Hong
Kong Purchase Agreement, Malaysia Purchase Agreement, Norway Purchase Agreement,
Singapore Purchase Agreement and Switzerland Purchase Agreement, collectively
the "Foreign Purchase Agreements"); and

         WHEREAS, pursuant to the Master Purchase Agreement and the Foreign
Purchase Agreements, the AremisSoft Settling Parties purchased from the Verso
Settling


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Parties substantially all of the assets and assumed substantially all of the
liabilities of Verso's hospitality division (the "Transaction"); and

         WHEREAS, Verso and AremisSoft Hospitality entered into that certain
Consulting Agreement dated March 1, 2001 (the "Consulting Agreement"); and

         WHEREAS, AremisSoft Hospitality is a party to (i) that certain
International Distribution Agreement dated October 18, 2000, with Senercomm,
Inc., a former subsidiary of Verso (the "Senercomm Distribution Agreement");
(ii) that certain International Distribution Agreement dated October 18, 2000,
with Squirrel Systems, Inc., a former subsidiary of Verso (the "Squirrel
Distribution Agreement"); and (iii) that certain side letter agreement dated
November 3, 2000, relating to the Squirrel Distribution Agreement (the "Squirrel
Side Letter", and together with the Senercomm Distribution Agreement and the
Squirrel Distribution Agreement, the "Ancillary Agreements"); and

         WHEREAS, effective as of December 31, 2001, SoftBrands Hospitality, a
wholly owned subsidiary of SoftBrands, a wholly owned subsidiary of AremisSoft,
acquired all the assets and certain of the liabilities of AremisSoft
Hospitality, including all of AremisSoft Hospitality's rights under the Belgium
Purchase Agreement, the Consulting Agreement and the Ancillary Agreements (the
assignment of all rights under the Belgium Purchase Agreement, the Consulting
Agreement and the Ancillary Agreements pursuant to such acquisition, the
"SoftBrands Hospitality Assignment"); and

         WHEREAS, effective as of December 31, 2001, eStar-Solutions (Aust) Pty
Ltd, acquired all the assets and certain of the liabilities of AremisSoft
Australia Pty. Limited, including all of AremisSoft Australia Pty. Limited's
rights under the Australia Purchase


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Agreement (the assignment of all rights under the Australia Purchase Agreement
pursuant to such acquisition, the "Australia Assignment"); and

         WHEREAS, effective as of December 31, 2001, SoftBrands International
acquired all the assets and certain of the liabilities of AremisSoft (HK)
Corporation Limited, including all of AremisSoft (HK) Corporation Limited's
rights under the Hong Kong Purchase Agreement (the assignment of all rights
under the Hong Kong Purchase Agreement pursuant to such acquisition, the "Hong
Kong Assignment"); and

         WHEREAS, effective as of December 31, 2001, Fourth Shift Corporation
Sdn Bhd acquired all the assets and certain of the liabilities of AremisSoft
Hospitality (M) Sdn. Bhd., including all of AremisSoft Hospitality (M) Sdn.
Bhd.'s rights under the Malaysia Purchase Agreement (the assignment of all
rights under the Malaysia Purchase Agreement pursuant to such acquisition, the
"Malaysia Assignment"); and

         WHEREAS, effective as of December 31, 2001, SoftBrands Europe acquired
all the assets and certain of the liabilities of META Hospitality (UK),
including all of META Hospitality (UK)'s rights under the UK Purchase Agreement
(the assignment of all rights under the UK Purchase Agreement pursuant to such
acquisition, the "UK Assignment"); and

         WHEREAS, effective as of December 31, 2001, Fourth Shift South Asia
Pacific (S) Pte Ltd acquired all the assets and certain of the liabilities of
AremisSoft Hospitality (Singapore) Pte Ltd, including all of AremisSoft
Hospitality (Singapore) Pte Ltd's rights under the Singapore Purchase Agreement
(the assignment of all rights under the Singapore Purchase Agreement pursuant to
such acquisition, the "Singapore Assignment," such assignment, together with the
SoftBrands Hospitality Assignment, the


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<PAGE>

Australia Assignment, the Hong Kong Assignment, the Malaysia Assignment and the
UK Assignment, the "SoftBrands Assignments"); and

         WHEREAS, effective December 31, 2001, each of Eltrax Hospitality Group,
Inc. and Eltrax Group, Inc. merged with and into Eltrax International, Inc.; and

         WHEREAS, AremisSoft filed a voluntary petition for relief under Chapter
11 of Title 11 of the U.S. Bankruptcy Code on March 15, 2002; and

         WHEREAS, following the closing of the Transaction, the Consulting
Agreement, and the Ancillary Agreements, certain post transaction disputes arose
between the AremisSoft Settling Parties and the Verso Settling Parties related
to the terms of the Master Purchase Agreement, the Foreign Purchase Agreements,
the Consulting Agreement, and/or the Ancillary Agreements as applicable; and

         WHEREAS, in accordance with the terms and conditions set forth in this
Stipulation, it is the desire of the AremisSoft Settling Parties and the Verso
Settling Parties to settle all claims and disputes related directly or
indirectly to the Master Purchase Agreement, the Foreign Purchase Agreements,
the Consulting Agreement, and/or the Ancillary Agreements specifically, and the
Transaction generally.

         NOW, THEREFORE, in consideration of the mutual covenants, agreements,
and releases set forth in this Stipulation and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,

         IT IS AGREED, by and between the undersigned, as follows:

         1.       PAYMENTS TO THE AREMISSOFT SETTLING PARTIES.

         (a)      CASH PAYMENT. The Verso Settling Parties shall pay the
SoftBrands Payment Parties the sum of TWO HUNDRED TWENTY-FIVE THOUSAND AND


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00/100 DOLLARS ($225,000.00) (the "Cash Settlement Amount"). The Cash Settlement
Amount shall be paid by the Verso Settling Parties to the SoftBrands Payment
Parties in accordance with the provisions of Section 2 of this Stipulation in a
single wire transfer to "SoftBrands, Inc." pursuant to the specific wire
transfer instructions to be provided to the Verso Settling Parties by the
SoftBrands Payment Parties following the execution of two originals of this
Stipulation by the AremisSoft Settling Parties and the Verso Settling Parties;

         (b)      PRIVATE PLACEMENT OF VERSO COMMON STOCK

         (i)      Verso shall issue to SoftBrands 65,000 shares of Verso common
                  stock (the "Shares") in a private placement pursuant to
                  Section 4(2) of the Securities Act of 1933, as amended (the
                  "Securities Act"), and Rule 506 of Regulation D promulgated
                  thereunder, subject to the provisions of Section 2 of this
                  Stipulation.

         (ii)     Verso's issuance of the Shares is made in reliance on the
                  following representations and warranties by SoftBrands:

                  (A)      SoftBrands is acquiring the Shares for its own
                           account with the present intention of holding the
                           Shares for purposes of investment, has no intention
                           of selling the Shares in a public distribution in
                           violation of the federal securities laws or any
                           applicable state securities laws, and acknowledges
                           that each certificate for Shares acquired hereunder
                           will be imprinted with a legend in substantially the
                           following form:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE WERE
                           ORIGINALLY ISSUED ON _________, 2002, AND HAVE NOT
                           BEEN


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                           REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
                           AMENDED (THE "SECURITIES ACT") AND MAY NOT BE SOLD,
                           TRANSFERRED, OR ASSIGNED UNLESS REGISTERED UNDER THE
                           SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
                           SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT
                           THAT SUCH SALE, TRANSFER, OR ASSIGNMENT IS EXEMPT
                           FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
                           ACT;

                  (B)      SoftBrands has the financial ability to bear the
                           economic risk of an investment in the Shares, has
                           adequate means of providing for its current needs and
                           business contingencies, has no need for liquidity in
                           such investment and could afford a complete loss of
                           such investment;

                  (C)      SoftBrands is an "accredited investor" as defined in
                           Rule 501(a) of Regulation D of the Securities Act;

                  (D)      SoftBrands' overall commitment to investments that
                           are not readily marketable is not disproportionate to
                           its net worth and its investment in Verso will not
                           cause such overall commitment to become excessive;

                  (E)      SoftBrands has such knowledge and experience in
                           financial and business matters that it is capable of
                           evaluating the merits and risks of its investment in
                           the Shares;

                  (F)      SoftBrands expressly acknowledges receipt of a copy
                           of Verso's Annual Report on Form 10-K for the year
                           ended December 31, 2001 (the "10-K") and acknowledges
                           and agrees that SoftBrands


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                           has read and understood the terms and conditions set
                           forth in the 10-K;

                  (G)      SoftBrands has been given full opportunity to ask
                           questions of and to receive answers from Verso's
                           representatives concerning the terms and conditions
                           of the investment and Verso's business and such other
                           information as it desires in order to evaluate an
                           investment in the Shares;

                  (H)      SoftBrands understands that the Shares have not been
                           registered under the Securities Act or the securities
                           laws of any state, and are being issued in reliance
                           upon specific exemptions from registration
                           thereunder, and SoftBrands agrees that the Shares may
                           not be sold, offered for sale, transferred, pledged,
                           hypothecated, or otherwise disposed of except
                           pursuant to (i) a registration statement with respect
                           to such securities that is effective under the
                           Securities Act and under the securities act of any
                           relevant state, (ii) Rule 144 under the Securities
                           Act, or (iii) any other exemption from registration
                           under the Securities Act and under the securities act
                           of any relevant state relating to the disposition of
                           securities, provided that an opinion of counsel is
                           furnished, reasonably satisfactory in form and
                           substance to Verso, that an exemption from the
                           registration requirements of the Securities Act and
                           such state act is available. SoftBrands understands
                           the legal consequences of the


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<PAGE>

                           foregoing to mean that it may be required to bear the
                           economic risk of its investment of the Shares for an
                           indefinite period of time; and

                  (I)      SoftBrands understands that no federal or state
                           agency has made any finding or determination as to
                           the fairness of an investment in, or any
                           recommendation or endorsement of, the Shares.

         (iii)    All of the representations and warranties of SoftBrands
                  contained in this Section 1(b) will survive the issuance of
                  the Shares regardless of any investigation made by any of the
                  AremisSoft Settling Parties or on their behalf. Nothing herein
                  shall imply any duty on SoftBrands after the issuance of the
                  Shares to update any of the representations or warranties made
                  in this Section 1(b).

         2.       BANKRUPTCY COURT APPROVAL; TIMING OF PAYMENTS AND
EFFECTIVENESS OF RELEASES. The terms of this Stipulation are not binding upon
the parties until the above-referenced Court has approved the terms of this
Stipulation and authorized AremisSoft to enter into and perform according to
these terms. The Verso Settling Parties agree to support and not to object to
the approval of the Stipulation herein to the extent that the Stipulation is not
modified or otherwise amended. Upon approval of the Stipulation by the Court,
the Verso Settling Parties shall deliver to SoftBrands a certificate
representing the Shares within 10 calendar days. Within such 10 day period,
Verso shall pay to SoftBrands the Cash Settlement Amount by wire transfer of
immediately available funds as provided in Section 1(a) hereof. The releases set
forth in Sections 3, 4, 5(a) and 5(b) of this Stipulation shall not be effective
until this Stipulation


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<PAGE>

is approved by the Court and the SoftBrands Payment Parties have received the
Cash Settlement Amount and Shares (the "Releases Effective Date").

         3.       RELEASE OF THE VERSO SETTLING PARTIES. Except as provided in
Section 8 hereof, the AremisSoft Settling Parties and the AremisSoft
Transferring Parties, for and on behalf of themselves, their respective parents,
affiliates, subsidiaries, and related companies, if any, and their respective
owners, shareholders, officers, directors, employees, agents, assigns,
representatives, attorneys, administrators and successors hereby do release,
acquit, and forever discharge the Verso Settling Parties and their respective
parents, affiliates, subsidiaries, and related companies, if any, and their
respective current and former directors, officers, agents, attorneys, servants,
representatives, employees, related entities, and insurers of such persons or
entities, including, but not limited to, the officers and directors listed in
the Annual Report on Form 10-K for Verso for the year ended December 31, 2001
(collectively, the "Released Verso Settling Parties"), of and from any and all
torts, actions, causes of action, liabilities, suits, debts, sums of money,
accounts, bonds, bills, covenants, contracts, controversies, agreements,
guaranties, promises, damages, judgments, claims and demands whatsoever, in law
or in equity (collectively, "Claims"), whether direct or indirect, fixed or
contingent, known or unknown, asserted or unasserted, suspected or unsuspected,
which the AremisSoft Settling Parties or the AremisSoft Transferring Parties may
now have or hereafter have or claim to have against the Released Verso Settling
Parties for, upon, or by reason of any matter, cause or thing whatsoever arising
out of, in connection with, or in any way related to, the Transaction,
including, but not limited to, all Claims under the Master Purchase Agreement,
the Foreign Purchase


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Agreements, the Consulting Agreement, and the Ancillary Agreements, and all
Claims for cash received by the Verso Settling Parties to which any of the
AremisSoft Settling Parties or the AremisSoft Transferring Parties would
otherwise be entitled in respect of accounts receivable, customer payments,
customer prepayments, and the like, in each case whether the Claims arise prior
to or after the Releases Effective Date, but excluding any Claim asserted or
which may be asserted by the AremisSoft Settling Parties or the AremisSoft
Transferring Parties under any provision of any of the Master Purchase
Agreement, the Foreign Purchase Agreements, the Consulting Agreement or any of
the Ancillary Agreements, which provisions relate to (i) noncompetition or
non-solicitation by any Verso Settling Party, (ii) the enforcement, specific
performance or survival of any such provision, or (iii) the governing law,
dispute resolution procedure or damage or other compensation provisions
applicable to the enforcement or adjudication of any such provision.

         4.       RELEASE OF THE AREMISSOFT SETTLING PARTIES AND THE AREMISSOFT
TRANSFERRING PARTIES. Except as provided in Section 8 hereof, the Verso Settling
Parties, for and on behalf of themselves, their respective parents, affiliates,
subsidiaries, and related companies, if any, and their respective owners,
shareholders, officers, directors, employees, agents, assigns, representatives,
attorneys, administrators and successors hereby do, release, acquit, and forever
discharge the AremisSoft Settling Parties, the AremisSoft Transferring Parties,
and their respective parents, affiliates, subsidiaries, and related companies,
if any, and their respective current and former directors, officers, agents,
attorneys, servants, representatives, employees, related entities, and insurers
of such persons or entities, including, but not limited to, the officers and
directors of the


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<PAGE>

AremisSoft Settling Parties (collectively, the "Released AremisSoft Settling
Parties"), of and from any and all Claims whether direct or indirect, fixed or
contingent, known or unknown, asserted or unasserted, suspected or unsuspected,
which the Verso Settling Parties may now have or hereafter have or claim to have
against the Released AremisSoft Settling Parties for, upon, or by reason of any
matter, cause or thing whatsoever arising out of, in connection with, or in any
way related to, the Transaction, including, but not limited to, all Claims under
the Master Purchase Agreement, the Foreign Purchase Agreements (including, but
not limited to, Claims arising under the UK Purchase Agreement and specifically
referenced in Sections 5(a) and 5(b) of this Stipulation), the Consulting
Agreement, and the Ancillary Agreements, and all Claims for cash received by the
AremiSoft Settling Parties to which the Verso Settling Parties would otherwise
be entitled in respect to accounts receivable, customer payments, customer
prepayments, and the like, in each case whether the Claims arise prior to or
after the Releases Effective Date, but excluding any Claim asserted or which may
be asserted by the Verso Settling Parties under the Master Purchase Agreement or
any of the Foreign Purchase Agreements arising out of, in connection with, or in
any way related to a Released AremisSoft Settling Party's failure to pay and/or
discharge in full any of the Assumed Liabilities (as defined in the Master
Purchase Agreement) or any liabilities assumed by the AremisSoft Settling
Parties pursuant to the Foreign Purchase Agreements (other than the obligations
in respect of the Croydon Lease (as defined below) as provided in Section 5
below).

         Within 10 days of the Releases Effective Date, the Verso Settling
Parties agree to, and will, withdraw any and all claims filed against AremisSoft
Corporation in its bankruptcy case styled In re AremisSoft Corporation, Case No.
02-32621 (JAP) filed in


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<PAGE>

the United States District Court for the District of New Jersey, and the Verso
Settling Parties agree that any liabilities underlying such claims have been
released pursuant to this Section 4.

         5.       SPECIFIC RELEASES AND INDEMNIFICATION RELATING TO CROYDON
LEASE OBLIGATIONS OF AREMISSOFT.

         (a)      CROYDON LEASE OUTGOINGS OBLIGATION. As further clarification
of the release set forth in Section 4 hereof under English law (as provided in
Section 18 hereof) and not in addition thereto or in lieu thereof, AremisSoft
and META Hospitality (UK), SoftBrands Europe and Verso and Eltrax UK agree that
all unpaid sums owed by AremisSoft to Eltrax UK as of December 31, 2001 in
connection with that certain lease dated November 25, 1987 (the "Croydon Lease")
with respect to the leasehold interest in Suite 2, Metropolitan House, 38-40
High Street, Croydon, England (the "Croydon Premises") under the UK Purchase
Agreement or otherwise (collectively, the "Croydon Lease Outgoings Obligations")
shall be extinguished as of the execution of this Stipulation and Verso and
Eltrax UK agree that AremisSoft and for the avoidance of doubt, META Hospitality
(UK) and SoftBrands Europe (although it is acknowledged that META Hospitality
(UK) and SoftBrands Europe have no obligation in respect of the Croydon Lease
and the Croydon Premises), are fully and effectively released from the Croydon
Lease Outgoings Obligations as of the Releases Effective Date.

         (b)      EXTINGUISHMENT OF ALL AREMISSOFT'S FUTURE CROYDON LEASE
OBLIGATIONS. As further clarification of the release set forth in Section 4
hereof under English law (as provided in Section 18 hereof) and not in addition
thereto or in lieu thereof, AremisSoft, and SoftBrands Europe and META
Hospitality (UK) and Verso and


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<PAGE>

Eltrax UK hereby agree that AremisSoft, and for the avoidance of doubt, META
Hospitality (UK) and SoftBrands Europe (although it is hereby acknowledged that
META Hospitality (UK) and SoftBrands Europe have no obligations under clause 17
of the UK Purchase Agreement), are fully and effectively released from any and
all liability and obligations contained in clause 17 of the UK Purchase
Agreement including specifically, but not limited to, the liability and
obligations of AremisSoft pursuant to clauses 17.1.1, 17.1.5 and 17.1.6 of the
UK Purchase Agreement (including the indemnity under clause 17.1.5) and the
provisions of clause 9.5 of the UK Purchase Agreement.

         (c)      CROYDON LEASE INDEMNIFICATION. Verso agrees to indemnify,
defend and hold harmless AremisSoft, and SoftBrands Europe, META Hospitality
(UK) and the current Directors of Eltrax UK (David Jones and John Picardi) who
are now additionally employees of SoftBrands Hospitality (collectively, the
"Indemnified Persons") for, from and against any and all claims, liabilities,
losses, costs and/or expenses that any of the Indemnified Persons may suffer or
for which any of the Indemnified Persons may become liable and that are based
on, result from, arise out of or otherwise are in any way related to any of the
obligations due and owing under or in respect of the Croydon Lease or the
Croydon Premises.

         6.       COVERAGE OF RELEASES. The AremisSoft Settling Parties, the
AremisSoft Transferring Parties and the Verso Settling Parties acknowledge that
the releases set forth in Sections 3, 4, 5(a), and 5(b) of this Stipulation do
not extend to rights and obligations of such parties arising out of this
Stipulation, the Software License Agreement dated October 18, 2000, or the
Payment and Performance Guaranty and Acknowledgment of


                                       16
<PAGE>

Assignment dated as of December 31, 2001, and made and given by AremisSoft to
Verso, or to any obligation of either the AremisSoft Settling Parties or the
Verso Settling Parties to any party that is not a party to this Stipulation. The
AremisSoft Settling Parties and the Verso Settling Parties hereby further
acknowledge that the releases set forth in Sections 3, 4, 5(a), and 5(b) of this
Stipulation were not made in reliance on any representation or warranty made by
any of the AremisSoft Settling Parties or the Verso Settling Parties prior to
the latest date appearing on the signature pages of this Stipulation, and that
they are aware that they or their attorneys may currently know of, or hereafter
discover, Claims or facts in addition to or different from those that they now
know or believe to exist with respect to the subject matter of this Stipulation,
but that it is their intention that the releases set forth in Sections 3, 4,
5(a), and 5(b) shall apply to all such Claims or facts.

         7.       CONSENT TO THE SOFTBRANDS ASSIGNMENTS. Each of the Verso
Settling Parties, as evidenced by such party's execution of this Stipulation,
hereby (i) acknowledges, agrees to and grants its consent to the assignment,
transfer and conveyance according to the terms of the Foreign Purchase
Agreements, the Consulting Agreement and the Ancillary Agreements by AremisSoft
Hospitality or its respective affiliate, as the case may be, to SoftBrands
Hospitality or its respective affiliate, as the case may be, of all right, title
and interest of AremisSoft Hospitality or its respective affiliate, as the case
may be, to and under the Foreign Purchase Agreements, the Consulting Agreement
and the Ancillary Agreements, including but not limited to the right, title and
interest of AremisSoft Hospitality or its respective affiliate, as the case may
be, to any ancillary agreements thereto; (ii) consents to and acknowledges the


                                       17
<PAGE>

SoftBrands Assignments, and agrees that any obligations of any of the Verso
Settling Parties to AremisSoft Hospitality or its respective affiliate, as the
case may be, under any of the Foreign Purchase Agreements, the Consulting
Agreement and the Ancillary Agreements shall inure to the benefit of SoftBrands
Hospitality or any its respective affiliates, as the case may be, effective as
of December 31, 2001; and (iii) waives any rights it may have arising from the
absence of any such party's prior acceptance of the foregoing assignment, prior
assumption and agreement related thereto and prior grant of consent to any and
all of the transactions contemplated by the any of the Foreign Purchase
Agreements, the Consulting Agreement and the Ancillary Agreements.

         8.       MONIES DUE AND SERVICES PERFORMED UNDER WORK ORDER. The
AremisSoft Settling Parties and the Verso Settling Parties agree that the
releases set forth in Section 3 and 4 hereof shall not effect or apply to moneys
owed and services performed by the parties under that certain work order dated
January 10, 2002 (#011002). The provisions of this Section 8 have no impact on
the Cash Settlement Amount set forth in Section 1(a) of this Stipulation.

         9.       ASSIGNMENT OF LICENSE. For and in consideration of the
releases set forth in Section 4 hereof, and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
Verso Settling Parties hereby assign, transfer, set over and deliver to the
SoftBrands Payment Parties (or any one of them) and their successors and assigns
all of the Verso Settling Parties' right, title and interest in and to that
certain software license number 12082102 covering Microsoft Exchange CAL 5.5
English OLP A (SKU 381-01033) (100 copies) and Microsoft Exchange Svr. Ent. 5.5
English PUP OLP A/Exch. Svr. (SKU 395-01111)(one copy)(collectively, the


                                       18
<PAGE>

"License"). In consideration of the assignment of the License, and other good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the SoftBrands Payment Parties hereby assume and agree to perform
and be bound by all of the terms, covenants and conditions of the License.

         10.      AGREEMENT TO COOPERATE. The AremisSoft Settling Parties, and
in particular, John Picardi, agree to cooperate as requested by the Verso
Settling Parties (a) in the completion, signing and execution of any documents
necessary to facilitate the dissolution of, or the taking of other corporate
action by, one or more of the Verso Settling Parties' foreign subsidiaries for
which John Picardi, or any other AremisSoft employee is a director or officer,
and (b) to provide information and other reasonable assistance as may be
requested by the Verso Settling Parties, and in particular Eltrax Systems
(Australia) Pty. Ltd., in the litigation with Darc Rasmussen.

         11.      MUTUAL NON-DISPARAGEMENT AGREEMENT. The AremisSoft Settling
Parties agree that they will not disparage and/or defame any of the Released
Verso Settling Parties. The Verso Settling Parties agree that they will not
disparage and/or defame any of the Released AremisSoft Settling Parties.

         12.      GUARANTY OF SOFTBRANDS. SoftBrands hereby absolutely,
unconditionally and irrevocably guarantees to the Verso Settling Parties the
prompt payment and performance of the obligations of any AremisSoft Transferring
Party under any Foreign Purchase Agreement (such obligations, the
"Obligations"). SoftBrands acknowledges that the guaranty provided pursuant to
this Section 12 (the "Guaranty") is an absolute, unconditional, irrevocable and
continuing guaranty of payment and performance of the Obligations, and that the
obligations of SoftBrands under this Section 12 shall not be


                                       19
<PAGE>

released, in whole or in part, by any action or thing which might, but for this
provision of this Guaranty, be deemed a legal or equitable discharge of a surety
or guarantor, other than irrevocable payment in full or performance, as
applicable, of the Obligations.

         13.      CONTRACT INTERPRETATION. Each of the undersigned parties and
their counsel have reviewed this Stipulation. The undersigned parties agree that
the normal rules of contract construction, to the effect that any ambiguities
are to be resolved against the drafting party, shall not be employed in the
interpretation of this document.

         14.      COMPLETE AGREEMENT. The AremisSoft Settling Parties and the
Verso Settling Parties agree that there are no covenants, promises,
undertakings, or understandings outside of this Stipulation except as set forth
specifically herein. Any modification of, or addition to this Stipulation must
be in writing, signed by all undersigned parties.

         15.      KNOWING AND VOLUNTARY AGREEMENT. Each party hereto
acknowledges that it has entered into this Stipulation knowingly and voluntarily
with the representation of counsel in connection with the negotiation and
preparation of this Stipulation.

         16.      EXECUTION OF STIPULATION. This Stipulation may be executed in
counterparts, each of which shall be deemed an original and shall be deemed duly
executed upon the signing of the counterparts by the parties.

         17.      COSTS AND ATTORNEYS' FEES. The undersigned parties shall each
bear their own costs, expenses and attorneys' fees incurred in connection with
their disputes and the negotiation and drafting of this Stipulation.


                                       20
<PAGE>

         18.      GOVERNING LAW. This Stipulation shall be governed by, and
interpreted in accordance with, the laws of the State of Georgia except that
with respect to any provisions of this Stipulation relating to the Croydon Lease
and the Croydon Premises (in particular Section 5 of this Stipulation), this
Stipulation and the releases set forth in Sections 5(a) and 5(b) shall be
governed by and construed in accordance with the laws of England and AremisSoft,
META Hospitality (UK) Limited, Verso, and Eltrax UK agree to submit to the
non-exclusive jurisdiction of the English courts with respect thereto.

Dated: May 25, 2002                    AremisSoft Corporation



                                       By /S/ D.G. Latzke
                                         --------------------------------------
                                         Its  CFO
                                            -----------------------------------

Dated: May 25, 2002                    eStar-Solutions (Aust) Pty Ltd



                                       By /s/ D.G. Latzke
                                         --------------------------------------
                                         Its   Director
                                            -----------------------------------



                                       By /s/ R B Tofteland
                                         --------------------------------------
                                         Its   Director
                                            -----------------------------------

Dated: May 25, 2002                    SoftBrands Hospitality, Inc.



                                       By /s/ D.G. Latzke
                                         --------------------------------------
                                         Its  CFO
                                            -----------------------------------

Dated: May 25, 2002                    SoftBrands, Inc.



                                       By  /s/ D.G. Latzke
                                         --------------------------------------
                                         Its  CFO
                                            -----------------------------------


                                       21
<PAGE>

Dated: May 25, 2002                    SoftBrands International, Inc.



                                       By /s/ D.G. Latzke
                                         --------------------------------------
                                         Its  CFO
                                            -----------------------------------

Dated: May 25, 2002                    Fourth Shift Corporation Sdn Bhd



                                       By /s/ D.G. Latzke
                                         --------------------------------------
                                         Its  Director
                                            -----------------------------------

Dated: May 30, 2002                    AremisSoft Norway AS



                                       By /s/ Arvid Dahm
                                         --------------------------------------
                                         Its  Chairman of the Board of Directors
                                            -----------------------------------



Dated: May 25, 2002                    Fourth Shift South Asia Pacific (S) Pte
                                       Ltd



                                       By /s/ D.G. Latzke
                                         --------------------------------------
                                         Its  Director
                                            -----------------------------------

Dated: June 21, 2002                   AremisSoft Hospitality (Switzerland)
                                       GmbH



                                       By /s/ Bernard Mantel
                                         --------------------------------------
                                         Its Geschaftsfuhrer
                                            -----------------------------------

Dated: May 25, 2002                    Executed as a Deed by SoftBrands Europ
                                       Limited acting:



                                       By /s/ D.J. Meek
                                         --------------------------------------
                                         Its  Director
                                            -----------------------------------



                                       By /s/ Peter Francis
                                         --------------------------------------
                                         Its  Director/Secretary
                                            -----------------------------------



                                       22
<PAGE>

Dated: June 18, 2002                   AremisSoft Australia Pty. Limited



                                       By /s/ Christopher Gribble
                                         --------------------------------------
                                         Its  Director
                                            -----------------------------------

Dated: May 28, 2002                    AremisSoft Hospitality (US), Inc.



                                       By /s/ John Picardi
                                         --------------------------------------
                                         Its  John Picardi -- Vice President
                                            -----------------------------------

Dated: May 25, 2002                    AremisSoft (HK) Corporation Limited



                                       By /s/ D. G. Latzke
                                         --------------------------------------
                                         Its  Director
                                            -----------------------------------

Dated: June 3, 2002                    AremisSoft Hospitality (M) Sdn. Bhd.
                                       f/k/a Impact Level (M) SDN. BHD.



                                       By /s/ Tan Chew Kim
                                         --------------------------------------
                                         Its  Director
                                            -----------------------------------

Dated: May 25, 2002                    AremisSoft Hospitality (Singapore) Pte
                                       Ltd f/k/a Latin America One PTE LTD



                                       By /s/ D. G. Latzke
                                         --------------------------------------
                                         Its  Director
                                            -----------------------------------


                                       23
<PAGE>

Dated: June 20, 2002                   Executed as a Deed by META
                                       Systems Hospitality (UK) Limited acting:



                                       By /s/ Michael Preston
                                         --------------------------------------
                                         Its  Director
                                            -----------------------------------



                                       By /s/ D.J. Meek
                                         --------------------------------------
                                         Its  Secretary
                                            -----------------------------------

Dated: June 3, 2002                    Verso Technologies, Inc. f/k/a Eltrax
                                       Systems, Inc.



                                       By /s/ Juliet M. Reising
                                         --------------------------------------
                                         Its Executive Vice President
                                            -----------------------------------

Dated: June 3, 2002                    Eltrax International Inc.



                                       By /s/ Juliet M. Reising
                                         --------------------------------------
                                         Its Director and Authorized Signatory
                                            -----------------------------------

Dated: June 3, 2002                    Eltrax Systems (Australia) Pty. Ltd.



                                       By /s/ Juliet M. Reising
                                         --------------------------------------
                                         Its Authorized Signatory
                                            -----------------------------------

Dated:  July 19, 2002                 Eltrax Systems Pty. Limited



                                       By /s/ Juliet M. Reising
                                         --------------------------------------
                                         Its Authorized Signatory
                                            -----------------------------------

Dated: July 19, 2002                   Eltrax Systems SDN. BHD.



                                       By /s/ Juliet M. Reising
                                         --------------------------------------
                                         Its Authorized Signatory
                                            -----------------------------------


                                       24
<PAGE>

Dated: June 3, 2002                    Eltrax Scandinavia AS



                                       By /s/ Juliet M. Reising
                                         --------------------------------------
                                         Its Authorized Signatory
                                            -----------------------------------

Dated: June 3, 2002                    Eltrax Systems Pte. Ltd



                                       By /s/ Juliet M. Reising
                                         --------------------------------------
                                         Its Director
                                            -----------------------------------

Dated: May 24, 2002                    Eltrax AG



                                       By /s/ Authorized Signatory
                                         --------------------------------------
                                         Its Liquidator
                                            -----------------------------------

Dated: May 24, 2002                    Eltrax Holdings AG



                                       By /s/ Authorized Signatory
                                         --------------------------------------
                                         Its Liquidator
                                            -----------------------------------

Dated: June 26, 2002                   Executed as a Deed by Eltrax UK
                                       Limited acting:



                                       By /s/ David Jones
                                         --------------------------------------
                                         Its  Director
                                            -----------------------------------



                                       By /s/ John Wilkenson
                                         --------------------------------------
                                         Its  Secretary
                                            -----------------------------------


                                       25

</TEXT>
</DOCUMENT>
