EXHIBIT 10.1
SETTLEMENT AGREEMENT AND GENERAL RELEASE
THIS SETTLEMENT AGREEMENT AND RELEASE (the "Settlement Agreement") is made as of the 5th day
of November, 2001, by and between Cerner Corporation ("Cerner"), a Delaware corporation, and Aros
Corporation (formerly APACHE Medical Systems, Inc.) ("Aros"), a Delaware corporation.
WHEREAS, Cerner and Aros are parties to the Asset Purchase Agreement dated as of April 7, 2001, as
amended by Amendment No. 1 to Asset Purchase Agreement dated as of June 11, 2001 and the letter dated
July 3, 2001 relating to the Oracle Dispute (as defined below) (together, the "Asset Purchase Agreement");
WHEREAS, a dispute has arisen between Cerner and Aros regarding certain post-closing adjustments to the
purchase price pursuant to Section 2.2 of the Asset Purchase Agreement (the "Post-Closing Adjustments");
WHEREAS, Cerner and Aros desire to resolve any and all disputes between them with respect to the Post-
Closing Adjustments without admission of liability, thereby avoiding the burdens, risks and expenses incident to
any continued dispute; and
WHEREAS, any capitalized terms not defined herein shall have the meanings ascribed to them in the Asset
Purchase Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants and agreements set forth in this
Settlement Agreement, the receipt and sufficiency of which the parties acknowledge, it is agreed as follows:
1. Cerner acknowledges that it has received supporting documentation regarding evidence of outstanding
amounts owed by Aros to Oracle Corporation of $140,554.00, which when check number 1024 written on
Aros' account clears will satisfy Aros' liability to Oracle pursuant to that certain Alliance Agreement between
Aros and Oracle dated August 31, 1995 and that certain Runtime Sublicense Agreement between Aros and
Oracle dated August 31, 1995, as further documented by correspondence between Aros and Oracle dated
September 13, 2001 (the "Oracle Dispute").
2. Within two business days of the