DEVELOPMENT LICENSE AGREEMENT

1.   Computer  Associates  International,  Inc., a Delaware  corporation  having
     offices at One Computer  Associates Plaza,  Islandia,  NY 11788-7000 ("CA")
     grants to  CompuDawn,  Inc., a Delaware  corporation  having  offices at 77
     Spruce Street,  Cedarhurst, NY 11516 ("Company"),  and Company accepts from
     CA,  a  non-exclusive,  non-transferable,  limited-use  license  to use and
     operate  the CA  software  products  ("Licensed  Program(s)"),  ordered  by
     Company in Appendix A, solely on the  computers  of Company  located at the
     Development  Site set forth in Appendix A (the  "Development  Site") solely
     to:

     (a)  Implement the Development Project as described in Exhibit C; and

     (b)  Provide to potential customers supervised  demonstration of the use of
          the  Licensed   Program(s)  with  the  Company's   products  ("Company
          Product') as listed in Appendix A involved in the Development Project.
          CA  will  provide  authorization  keys  for  a  maximum  of  ten  (10)
          demonstration copies (subject to certification as set forth below upon
          receipt of written  notification of the location,  make, model, serial
          number and IP address and any other  information  necessary  for CA to
          issue the  authorization  key) of each  computer  system on which such
          demonstration copies of the Licensed Program(s) are installed.

2.   CA  grants  to  Company  and  Company  accepts  from  CA  a  non-exclusive,
     non-transferable,  personal right to use the CA  trademarks,  servicemarks,
     tradenames and logos  depicted on Appendix B attached (the "Marks")  solely
     in  conjunction  with the  Company  Product  in the manner set forth in the
     guidelines  attached as Appendix B and subject to the terms and  conditions
     of this Agreement,  including the  certification by CA of the compatibility
     of the Company Product with the Licensed Program(s) as set forth below.

     All Marks remain the exclusive  property of CA. Company will take no action
     which  jeopardizes  CA's  proprietary  rights in the Marks.  Company  shall
     follow  CA's  instructions  relating  to the  Marks  and use the  Marks  in
     unaltered  form. CA shall  require  Company to submit all  advertising  and
     marketing material referencing CA or the Marks to CA for advance review and
     approval,  and CA may require Company to discontinue use of any advertising
     or  marketing   materials  relating  to  CA,  the  Marks  or  the  Licensed
     Program(s).

3.   CA agrees to Provide  Company with the  opportunity,  to participate in its
     marketing and sales promotions,  subject to the conditions and requirements
     of each individual promotion and CA's exclusive approval.

4.   (a)  Upon signing this Development License Agreement,  Company shall be
          appointed as a nonexclusive Premier Development Partner.

     (b)  In a  twelve-month  period,  CA  agrees at its  option to match  every
          $5,000.00 spent by Company on each Licensed Program, up to a limit set
          within CA's sole discretion, to advertise and market the compatibility
          of each Licensed Program and the Company Product. Company must provide
          CA with verified  advertising and marketing expenses within forty-five
          (45) days of the end of each fiscal  quarter  (June 30,  September 30,
          December 31, and March 31) in which such  expenses  were made in order
          for such funds to be matched by CA. CA shall be  entitled  to withdraw
          this offer at anytime in its sole  discretion  or in the event Company
          fails to  comply  with  the  terms of this  Agreement  or any  related
          Addendum.

     (c)  Company shall retain for a period of three (3) years after the date of
          payment records  evidencing its  advertising and marketing  activities
          regarding  the Company  Product and the  Licensed  Program(s)  and its
          entitlement to matching fees, the billings therefore,  the calculation
          of its eligibility for matching fees, and any other accounting records
          relevant for such services.  During this three-year  period, CA or its
          designated  representative  shall have the right to examine and audit,
          at its own expense,  such records during normal business  hours,  upon
          ten (10) business  days notice to Company.  CA shall bear the expenses
          of such  audit;  however,  in the event any such  audit  reveals  that
          Company has overstated the amount of matching fees that it is eligible
          to receive  under this  Agreement by more than five (5%) of the amount
          reported  during  the  period  audited,  Company  shall  repay CA such
          overstated  amount, in addition to any other fees  contractually  due,
          and pay all reasonable costs associated with the audit.

5.   Without the prior written consent of CA, Company shall not:

     (a)  copy in whole or in part the  Licensed  Program(s),  except for normal
          back-up and archive purposes;

     (b)  modify,  reverse compile,  reverse engineer or reverse assemble all or
          any portion of the Licensed Program(s);

     (c)  distribute,  market, rent, lease, transfer,  assign, or sublicense the
          Licensed  Program(s) to third  parties or use the Licensed  Program(s)
          for the benefit of third parties:

     (d)  export the Licensed  Program(s) in violation of United States laws and
          regulations or other applicable laws or regulations;

     (e)  perform,  publish or release  benchmarks or other comparisons  without
          CA's prior written consent;

     (f)  use the Licensed Program(s) for any development  activities or for any
          purpose other than as agreed to in this Agreement; or

     (g)  use the Licensed  Program(s) to develop nor shall  Company  market any
          conversion utility or aid specific to the Licensed Program(s) enabling
          users  to  convert  from the  Licensed  Program(s)  to an  alternative
          product.

6.   Company's  right  to  use  the  Marks  is  contingent  on the  testing  and
     verification by CA that the Company Product is compatible with the Licensed
     Program(s)  (referred to herein as "Certification") and Company's continued
     compliance with the following:

     (a)  that  Company has tested the  Company  Product  and has  verified  the
          successful completion of the Development Project described in Appendix
          C. Upon receipt of any subsequent releases (excluding bug fixes, patch
          tapes or other such maintenance  releases) of the Licensed  Program(s)
          from CA,  Company  shall  validate  that the Company  Product  remains
          compatible  with the Licensed  Program(s).  Company shall indemnify CA
          and defend and hold CA harmless from and against any claims from users
          of the  Company  Product  alleging  that the  Company  Product  is not
          compatible with the Licensed Program(s).

     (b)  that CA be  entitled to test each  release of the  Company  Product to
          confirm that it is compatible with the Licensed  Program(s).  CA shall
          be entitled to withdraw  Certification  and Company's right to use the
          Marks  immediately  on notice to Company in the event that the Company
          Product fails Certification at any time or Company fads to comply with
          the terms of this Agreement.

     Company and CA shall each be  responsible  for  bearing its own  respective
     costs and expenses in connection with the testing and  Certification of the
     Company Product.

7.   CA will provide  upgrades,  enhancements,  and new releases to the Licensed
     Program(s)  as they become  generally  available  and  maintenance  for the
     Licensed  Program(s),  including  but not  limited  to, hot line  telephone
     support services under CA's current support policies.

8.   CA shall retain all title, copyright,  patent, trademark,  trade secret and
     other  intellectual   property  rights  in  or  relating  to  the  Licensed
     Program(s) and Marks, and any related copies, partial copies, compilations,
     modifications  or  translations.  Company and its employees  shall keep the
     Licensed  Program(s)  strictly  confidential and will not disclose,  permit
     access or otherwise distribute the Licensed Program(s) to anyone except its
     authorized  employees.  All rights not expressly  granted in this Agreement
     are reserved by CA.

9.   This  Agreement  shall  remain in effect for thirty (30) days from the date
     hereof and shall be renewed automatically,  thereafter for a term of thirty
     (30) days until  terminated  by either party upon written  notice given not
     less than ten (10) days  prior to the end of the  original  or any  renewed
     term hereof. Upon termination or expiration, Company shall cease use of all
     copies of the Licenses  Program(s)  and the Marks,  return the original and
     all copies of the Licensed  Program(s) and documentation to CA, and certify
     to CA in writing that all copies  thereof have been  destroyed  and deleted
     from any computer  libraries or storage devices and are no longer in use by
     Company.

     Sections  2, 4,  5,  11,  12,  and 13  shall  survive  termination  of this
     Agreement.

10.  (a)  Company provides CA with its consent and  authorization and grants
          CA the right to include a hyperlink to  Company's  URL address on CA's
          web  page,  as  determined  within  its sole  discretion,  and in CA's
          Development  Partner  cd.

     (b)  Company grants CA, and CA accepts, a worldwide, nonexclusive right and
          license to distribute,  merge,  combine,  copy, use, and duplicate its
          trademark,  tradename,  logo or marketing  materials provided for such
          hyperlink,  for use on CA's web page, as determined within in its sole
          discretion,   CA's  Development  Partner  cd  or  Development  Partner
          brochure solely in accordance with this Agreement or related Addendum.

11.  Company  acknowledges  and  agrees  that CA does  not  support  and has not
     reviewed the contents of Company's World Wide Web Site. Company agrees that
     it is fully  responsible  for the content  posted at its URL address on its
     World Wide Web Site.

12.  Company will  indemnify and hold harmless and defend CA against any loss or
     liability  (including  any expense or cost  incurred in defending any third
     party claim,  demand,  action, suit or proceeding),  which arises out of or
     relates to

     (a)  The hyperlink  described in this Agreement,  including but not limited
          to, claims of trademark  infringement;  trademark dilution,  copyright
          infringement,  or  misappropriation;  (b) Company's  advertisements or
          marketing consented to and for which CA paid matching fees,  including
          Company's  negligence or other failure  under this  Agreement:  (i) In
          obtaining consent of any nature,  other than with respect to materials
          furnished by CA,  whatsoever;  or (ii) In protecting CA against claims
          for the  unauthorized  use of name or likeness  of any person,  libel,
          slander,  defamation,   disparagement,   piracy,  plagiarism,   unfair
          competition, idea misappropriation,  infringement of copyright, title,
          slogan,  or other  property  rights,  and any invasion of the right of
          privacy.

13.  THE LICENSED  PROGRAM(S) IS PROVIDED "AS IS" WITHOUT  WARRANTY OF ANY KIND.
     CA DISCLAIMS ALL WARRANTIES,  EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED
     TO, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
     IN NO EVENT  WILL CA BE  LIABLE  TO  COMPANY  OR ANY  OTHER  PARTY  FOR ANY
     INDIRECT,  INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE WHICH MAY ARISE FROM
     THE USE, OPERATION, OR MODIFICATION OF THE LICENSED PROGRAM(S) OR MARKS.

14.  Company may not assign or transfer  its rights or delegate its duties under
     this  Agreement.  Any change of control of 51% of the ownership or interest
     or transfer to a successor  corporation  of Company  shall  terminate  this
     Agreement.  Any  prohibited  assignment  shall  be null and  void.

15.  This  Agreement  represents  the  entire  Agreement  between  the  parties,
     supersedes all prior  understandings  of the parties,  both written or oral
     and may be  amended  only  by a  written  agreement  signed  by  authorized
     representatives of CA and Company.

                                             COMPUTER ASSOC INTERNATIONAL, INC.

                                             By: /s/ Tommy Bennett
                                             Name: Tommy Bennett
                                             Title: SVP Business Development
                                             Date: 1/2/98

                                             COMPANY: CompuDawn, Inc.

                                             By:  /s/ Louis Libin
                                             Name: Louis Libin
     `                                       Title: Chief Technology Officer
                                             Date: September 8, 1997


<PAGE>


                    ADDENDUM TO DEVELOPMENT LICENSE AGREEMENT
                                    BETWEEN
                    COMPUTER ASSOCIATES INTERNATIONAL, INC.
                                      AND
                          COMPU-DAWN, INC. ("COMPANY")

The  Development  License  Agreement  is  hereby  amended  to add the  following
provisions with respect to Company's  licensing of Company  Product,  as defined
below,  to CA. In the event of any conflict  between the terms and conditions of
this Addendum and those of the Development  License Agreement, the terms of this
Addendum shall  prevail.

1.  Company  grants  to  CA  and  CA  accepts  from  Company,  a  non-exclusive,
royalty-free, non-transferable, limited-use license to use and operate the ALECS
2000 Suite of Software  (the  "Company  Product")  solely on the Computers of CA
located at the Development Site set forth below (the "Development Site") solely,
to:

     (a)  Implement  the  Development  Project as described in Appendix C of the
          Development License Agreement.

     (b)  Use ten (10) object code copies of the Company  Product solely for the
          purpose  of  providing  supervised  demonstration  of  the  use of the
          Licensed  Program(s) with the Company Product to potential  customers.
          CA will notify Company of the location, make, model, and serial number
          of each  computer  system  on  which  such  demonstration  copies  are
          installed.

          CA   Devolepment  Site: One Computer  Associates Plaza,  lslandia,  NY
               11788-7000

2.  Company  grants  to  CA  and  CA  accepts  from  Company  a   non-exclusive,
non-transferable,  personal right to use the Company trademarks,  tradenames and
logos  depicted  on  Appendix  A  attached  (the  "Company   Marks")  solely  in
Conjunction  with  the  Licensed  Program(s)  in the  manner  set  forth  in the
guidelines  attiched as Appendix A and  subject to the terms and  conditions  of
this Agreement.

     All Company  Marks remain the  exclusive  property of Company.  CA will not
register  the  Company  Marks  or take any  action  that  jeopardizes  Company's
proprietary rights in the Company Marks. CA shall follow Company's  instructions
and adhere to Company's quality control procedures relating to the Company Marks
and shall only use the Company Marks in unaltered  form.  Company may require CA
to submit all  advertising  and marketing  material  referencing  Company or the
Company Marks to Company for advance review and approval, and discontinue use of
any advertising or marketing materials relating to Company, the Company Marks or
the Company Product.

3. Without the prior written consent of Company, CA shall not:

     (a)  copy in  whole or in part  the  Company  Product,  except  for  normal
          back-up and archive purposes.

     (b)  modify,  reverse compile,  reverse engineer or reverse assemble all or
          any portion of the Company Product;

     (c)  distribute,  market, rent, lease, transfer,  assign, or sublicense the
          Company Product to third parties;

     (d)  export the Company Product in violation of United States Department of
          Commerce regulations;

     (e)  perform,  publish or release  benchmarks or other comparisons  without
          Company's prior written consent; or

     (f)  use the Company  Product  for any  development  activities  or for any
          other purpose other than as agreed in this Agreement.

4. Company will provide upgrades,  enhancements, and new releases to the Company
Product as they  become  generally  available  and  maintenance  for the Company
Product, including but not limited to, hot line telephone support services under
Company's current technical support policies.

5. Company shall retain all title, copyright,  patent,  trademark,  trade secret
and other intellectual property rights in or relating to the Company Product and
Marks, and any related copies,  partial copies,  compilations,  modifications or
translations.  CA and its  employees  shall keep the  Company  Product  strictly
confidential  and will not disclose,  permit access or otherwise  distribute the
Company Product to anyone, except its authorized employees.

6. THE COMPANY PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. COMPANY
DISCLAIMS ALL WARRANTIES,  EXPRESS OR IMPLIED  INCLUDING BUT NOT LIMITED TO, THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. Upon  termination of this Agreement,  CA shall cease to use all copies of the
Company  Product and Company  Marks,  return the  original and all copies of the
Company  Product to Company  and  certify to Company in writing  that all copies
thereof have been  destroyed and deleted from any computer  libraries or storage
devices and are no longer in use by CA.


                                         COMPANY: CompuDawn, Inc.
                                         By: /s/ Louis Libin
                                         Name: Louis Libin
                                         Title: Chief Technology Officer
                                         Date: September 8, 1997


                                         COMPUTER ASSOCIATES INTERNATIONAL, INC.
                                         By: /s/ Tommy Bennett
                                         Name: Tommy Bennett
                                         Title: SVP
                                         Date: 12/29/97


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