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                                                            EXHIBIT 10.12

                                        mdbs
                           Micro Data Base Systems, Inc.
                       TAILORED TECHNICAL SERVICES AGREEMENT

This Agreement is between Fourth Shift Corporation (hereinafter referred to
as "Customer") and Micro Data Base Systems, Inc. (hereinafter referred to as
"mdbs").

WHEREAS:  Customer desires a Tailored Technical Services Agreement to meet
its specific requirements; and

WHEREAS:  mdbs will provide Customer with services and other support at the
rates and conditions set forth herein; and

WHEREAS:  the parties intend to enter into an mdbs Business Partner Agreement.

NOW, THEREFORE, for due consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:

1.   ENTITLEMENTS AND OBLIGATIONS
     a)  mdbs will provide the services described in detail on Addendum I to
         this Agreement.
     b)  Customer will provide payment(s) in accordance with the schedule on
         Addendum II to this Agreement.  Tailored Technical Services fees are
         non-refundable.
     c)  For any breach of this or related Agreements, any discounts will end
         and current list prices shall apply.
     d)  In order to execute this Agreement, Customer must be a licensed end
         user of mdbs Development System software.
     e)  Customer agrees that the contents of this Agreement and its Addenda,
         and any extensions or modifications thereto, shall be held in strict
         confidence and not released to any third party without the prior
         written consent of mdbs, or as required by a court of competent
         jurisdiction.  This obligation shall survive termination of this
         Agreement.

2.   TERM
     a)  The term of this Agreement is July 1, 1997 through June 30, 1998.
     b)  If a Business Partner Agreement is in effect, any termination or
         expiration of this Agreement shall concurrently terminate the Business
         Partner Agreement, and Customer will no longer be entitled to the
         rights and privileges of Business Partner status.  mdbs shall have
         the right to terminate this Agreement in the event of a breach by
         Customer by giving Customer written notice of termination.  A
         breach by Customer under either the Business Partner Agreement or
         the Cooperative Sales Support Agreement shall constitute a breach
         hereunder, and in such event mdbs shall have the right to terminate
         this Agreement upon written notice to Customer.  A breach or
         termination of any of Customer's End User or Runtime Distribution
         License Agreements shall also constitute a breach hereunder, and in
         such event mdbs shall have the right to terminate this Agreement
         upon written notice to Customer.
     c)  For any breach of this Agreement, as well as overdue payment, mdbs
         shall have the right to immediately suspend all support services
         including Technical Support Releases, and current list prices
         shall apply for any other products and services.
     d)  In the event that termination of this Agreement is the result of
         non-payment, violation of licensing agreements, or any other breach
         of applicable agreements, mdbs will be entitled to all available
         damages and remedies provided under all applicable agreements, and
         as otherwise provided by law, including reimbursement for
         reasonable attorney's fees and enforcement costs.

3.   MISCELLANEOUS
     a)  No employment, joint venture, partnership or agency relationship is
         created by this Agreement.  Customer has no right or authority to
         bind mdbs to any obligation or in any other manner.  This Agreement
         is governed by the laws of the State of Indiana, the United States
         and the Universal Copyright Convention.  Disputes, claims, and
         litigation under this Agreement shall be subject to the exclusive
         venue and jurisdiction of a court of competent authority in
         Tippecanoe County in Indiana.  This Agreement represents the entire
         agreement between the parties regarding the subject matter
         pertaining hereto; no verbal representations are binding; any
         amendment to this Agreement must be signed by both parties to be of
         any force or effect.
     b)  If any provision of this Agreement (or portion thereof) is
         determined to be invalid or unenforceable, the remaining provisions
         of this Agreement shall not be affected thereby and shall be
         enforceable as though said invalid or unenforceable provision (or
         portion thereof) is not contained in this Agreement.  The failure of
         either party to this Agreement to insist upon the strict performance
         of any of the provisions contained herein shall in no way constitute
         a waiver by either in the performance of or compliance with any of
         the terms and conditions set forth in this Agreement.
     c)  This Agreement may not be assigned without the prior written consent
         of mdbs, which such consent will not be unreasonably withheld.  mdbs
         reserves the right to assign this Agreement.

Signed:  Fourth Shift Corporation      Micro Data Base Systems, Inc.

/s/ DAVID  G. LATZKE                   /s/ CAROL A. MALLETT
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Signature                              Signature


David G. Latzke    VP & CFO            Carol A. Mallett  Contract Administrator
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Name and Title                         Name and Title

August 22, 1997                        September 3, 1997
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Date                                   Date