SoftBrands (SBN)

All statements other than historical facts included in this release regarding future operations are subject to the risks inherent in predictions and “forward looking statements.” These statements are based on the beliefs and assumptions of management of SoftBrands and on information currently available to us. Nevertheless, these forward-looking statements should not be construed as guarantees of future performance. They involve risks, uncertainties, and assumptions identified in filings by SoftBrands with the SEC, including:

•                  Changes in the economy, natural disasters, disease or other events that affect the manufacturing and hospitality segments, or the geographies, we serve;

•                  Our ability to timely complete and introduce, and the market acceptance of, our new products;

•                  Our ability to properly document our sales consistent with the manner in which we recognize revenue;

•                  Our ability to manage international operations;

•                  Our ability to maintain and expand our base of clients on software maintenance programs; and

•                  The effects of and our ability to rapidly adapt to changes in standards for operating systems, databases and other technologies.

Our Form 10-Q contains a number of statements about our future operations.  We make statements regarding anticipated product introductions, changes in markets, customers and customer order rates, expenditures in research and development, growth in revenue, taxation levels, the effects of pricing, and the growth in our foreign operations, all of which represent our expectations and beliefs about future events.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or similar words and expressions.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements.  The factors that may cause our operations to vary materially from those contemplated by our forward-looking statements are described in detail in our Form 10 dated January 14, 2005, and as amended on March 15, 2005, May 6, 2005 and June 24, 2005, and include:

•                  Economic and market conditions.

•                  Downturns in the hospitality or manufacturing markets.

•                  The difficulty encountered in generating significant new software license sales in mature markets.

•                  Increasing dependence on products that are not currently widely accepted and that we cannot be certain will be widely accepted.

•                  The risks related to our substantial international operations and sales.

•                  The unpredictability of our operating results because of the sales cycle of our products.

21

Our Form 10-Q contains a number of statements about our future operations.  We make statements regarding anticipated product introductions, changes in markets, customers and customer order rates, expenditures in research and development, growth in revenue, taxation levels, the effects of pricing, and the growth in our foreign operations, all of which represent our expectations and beliefs about future events.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or similar words and expressions.  These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements.  The factors that may cause our operations to vary materially from those contemplated by our forward-looking statements are described in detail in our Form 10 as filed with the SEC on January 14, 2005, as amended on March 15, 2005, May 6, 2005, and June 24, 2005 and include:

•                  Economic and market conditions.

•                  Downturns in the hospitality or manufacturing markets.

•                  The difficulty encountered in generating significant new software license sales in mature markets.

•                  Increasing dependence on products that are not currently widely accepted and that we cannot be certain will be widely accepted.

•                  The risks related to our substantial international operations and sales.

•                  The unpredictability of our operating results because of the sales cycle of our products.

•                  The need to continue to develop new products and enhance our current products in response to technological changes and competing products.

•                  The dependence of our revenue on renewal of maintenance agreements by our customers.

•                  The possibility that we may not be able to recognize revenue when we deliver products.

•                  The effect of our anti-takeover defenses on possible acquisition proposals.

•                  The greater size and brand recognition of a number of our competitors.

•                  The effect of a change, effective October 1, 2005, in accounting for stock options and other stock based benefits on our reported operating results.

27

Our Form 10-Q contains a number of statements about our future operations.  We make statements regarding anticipated product introductions, changes in markets, customers and customer order rates, expenditures in research and development, growth in revenue, taxation levels, the effects of pricing, and the growth in our foreign operations, all of which represent our expectations and beliefs about future events.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue” or similar words and expressions.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, level of activity, performance or achievements to be materially different from those expressed or implied by these forward-looking statements.  The factors that may cause our operations to vary materially from those contemplated by our forward-looking statements are described in detail in our Form 10 as filed with the SEC on January 14, 2005, as amended on March 15, 2005, May 6, 2005 and June 24, 2005, and include:

•                  Economic and market conditions.

•                  Downturns in the hospitality or manufacturing markets.

•                  The difficulty encountered in generating significant new software license sales in mature markets.

•                  Increasing dependence on products that are not currently widely accepted and that we cannot be certain will be widely accepted.

•                  The risks related to our substantial international operations and sales.

•                  The unpredictability of our operating results because of the sales cycle of our products.

•                  The need to continue to develop new products and enhance our current products in response to technological changes and competing products.

•                  The dependence of our revenue on renewal of maintenance agreements by our customers.

•                  The possibility that we may not be able to recognize revenue when we deliver products.

•                  The effect of our anti-takeover defenses on possible acquisition proposals.

•                  The greater size and brand recognition of a number of our competitors.

•                  The effect of a change, effective for the first annual period beginning after June 15, 2005, in accounting for stock options and other stock based benefits on our reported operating results.

•                  Our dependence on third-party vendors for some of the software technology used in our products.

•                  Our potential exposure to intellectual property disputes.

•                  Our dependence on current management.

•                  Our previous status and association as a subsidiary of AremisSoft Corporation.

•                  Our ability to maintain an effective system of internal controls.

•                  Our susceptibility to declarations of default under, and renegotiation of, our debt agreement with our principal lender.

23

Our Form 10-Q contains a number of statements about our future operations.  We make statements regarding anticipated product introductions, changes in markets, customers and customer order rates, expenditures in research and development, growth in revenue, taxation levels, the effects of pricing, and the growth in our foreign operations, all of which represent our expectations and beliefs about future events.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” or similar words and expressions.  These statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause our or our industry’s actual results, level of activity, performance, or achievements to be materially different from those expressed or implied by these forward-looking statements.  The factors that may cause our operations to vary materially from those contemplated by our forward-looking statements are described in detail in our Form 10 as filed with the SEC on January 14, 2005, as amended on March 15, 2005, May 6, 2005, and June 24, 2005 and include:

•                  Economic and market conditions.

•                  Downturns in the hospitality or manufacturing markets.

•                  The difficulty encountered in generating significant new software license sales in mature markets.

•                  Increasing dependence on products that are not currently widely accepted and that we cannot be certain will be widely accepted.

•                  The risks related to our substantial international operations and sales.

•                  The unpredictability of our operating results because of the sales cycle of our products.

•                  The need to continue to develop new products and enhance our current products in response to technological changes and competing products.

•                  The dependence of our revenue on renewal of maintenance agreements by our customers.

•                  The possibility that we may not be able to recognize revenue when we deliver products.

•                  The effect of our anti-takeover defenses on possible acquisition proposals.

•                  The greater size and brand recognition of a number of our competitors.

•                  The effect of a change, effective October 1, 2005, in accounting for stock options and other stock based benefits on our reported operating results.

26