BUSINESS ALLIANCE AGREEMENT


     Business  Alliance  Agreement  dated as of March 25,  1998,  by and between
Compu-DAWN, Inc., a Delaware corporation, with its executive office at 77 Spruce
Street,   Cedarhurst,   New  York  11516   ("Compu-DAWN")  and  Alpine  Software
Incorporated,  a Virginia  corporation,  with its  executive  office at 83 South
Street, Pittsford, New York 14534 ("Alpine").

     WHEREAS,  Compu-DAWN  has  developed  certain  law  enforcement  management
software (the "Law Enforcement Management Software").

     WHEREAS,  Alpine has developed certain fire management  software (the "Fire
Management Software",  and together with the Law Enforcement Management Software
sometimes referred to as the "Combined System").

     WHEREAS,  Compu-DAWN and Alpine desire to undertake a business  alliance to
market and sell the Combined System pursuant to the terms and conditions hereof.

     NOW, THEREFORE,  for the consideration,  the sufficiency of which is hereby
acknowledged,  the covenants,  conditions  and agreements set forth herein,  the
parties hereby agree as follows:

1.   Marketing.

     (a) Subject to the  provisions of paragraph  1(b),  during the term of this
Agreement,  the parties will market a Combined  System.  Compu-DAWN shall manage
and direct,  and be  responsible  for,  marketing and sales during the Exclusive
Period (as defined in Section 3(b) of the term hereof.

     (b) If either  party  desires to sell its product to a  potential  customer
which has an existing system which competes with the other party's product,  and
which existing system was installed at least one year prior to the first party's
contact  with such  potential  customer,  the first  party will inform the other
party of its intention to market and sell its product to such potential customer
and such other party shall have a reasonable  period to object or, with the full
cooperation  of the  first  party,  explore  a  business  opportunity  with such
potential client.

2.   Term.

     (a) The term (the "Term") of this Agreement  shall be three (3) years.  The
relationship  between  Compu-DAWN  and  Alpine  shall be  exclusive,  subject to
Section 2(b).

     (b) If no sales of the Combined  System have  occurred in the first year of
the Term, the parties'  relationship shall be non-exclusive  commencing with the
third year of the Term.


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3.   Exclusive Period Covenants.

     (a) During the Term,  Compu-DAWN  shall not develop  and/or  market its own
Fire Management  Software and Alpine shall not develop and/or market its own Law
Enforcement Management Software, except as set forth in Section 1(b).

     (b) During the exclusive period of the Term (the "Exclusive Period") Compu-
DAWN  and  Alpine  respectively  shall  not  market  and sell its own or a third
party's  (other than the other party  hereto) Fire  Management  Software and Law
Enforcement Management Software, respectively.

     (c) During the Exclusive  Period,  each party agrees that it will not enter
into  any  contract  to sell its Law  Enforcement  Management  Software  or Fire
Management  Software,  as the case may be, unless the potential  client, if such
client is purchasing both a Law Enforcement  Management Software System and Fire
Management Software System, agrees to purchase a Combined System.

4.   Installation.  Compu-DAWN  shall be  responsible,  and shall  have the sole
right,  to install the Law Enforcement  Management  Software and Fire Management
Software  for all  customers  who have  purchased a Combined  System at all such
customers' locations.

5.   Training.

     (a) Alpine shall provide training to Compu-DAWN's  technical personnel with
respect to the  installation,  maintenance  and operation of the Fire Management
Software.

     (b)  Compu-DAWN  shall  organize  training  programs for the  customers and
Alpine  shall  provide  technicians  to train the  requisite  personnel  of such
customers with respect to the operation of the Fire Management Software.

6.   Customer  Service.  Compu-DAWN  shall be the primary  contact for  customer
service,  and Compu-DAWN will, at its discretion,  refer service calls to Alpine
as Compu-DAWN  deems  necessary.  It is acknowledged  that  Compu-DAWN  provides
customer service to its customers 24 hours a day, 7 days a week. However, Alpine
shall be required to have necessary  personnel  available for customer  services
during regular  business hours,  except in the case of emergencies as designated
by Compu-DAWN.

7.   Fire Management  Software System Package.  Compu-DAWN and Alpine will agree
on a standard Fire Management Software system package consisting of, among other
things,  incident,  personnel,  inventory and training records, in a format that
will be marketable in all state and local markets  throughout the United States,
which format will be readily  adaptable to meet each  customer's  procedures and
forms requirements.


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8.   Software   Integration.   Compu-DAWN  and  Alpine  will  use   commercially
reasonable efforts to integrate their respective software for easy data transfer
and access with respect to the operation the Combined System.

9.   Licenses.

     (a)  Compu-DAWN  hereby  grants  Alpine  a  license  and  right  to its Law
Enforcement Management Software for the specific purposes set forth in Section 8
above.

     (b) Alpine  shall  grant  Compu-DAWN  a license and right to (i) market and
sell and maintain the Fire Management Software and provide training and customer
service to customers with respect to the Fire Management  Software in the manner
set forth herein and to effectuate the terms and  provisions of this  Agreement,
and (i) use Alpine's name and red alert logo in its marketing,  advertising  and
product material and literature.

10.  Payment.  Compu-DAWN  shall pay  Alpine a  mutually  agreed  to amount  per
customer, based upon the each particular application or situation, in connection
with the sale and maintenance of the Combined System.  (Exhibit A illustrates by
example,  sample  Compu-DAWN/  Alpine Sales / Maintenance  Terms (the "Sales and
Maintenance Terms"))

11.  Entire  Agreement.  This Agreement,  including the exhibit attached hereto,
which is a part  hereof,  and the  Sales /  Maintenance  Terms  agreed to by the
parties from time to time hereafter  with respect to the  particular  customers,
constitutes  the entire  agreement  of the parties  with  respect to the subject
matter hereof,  and, except as may be specifically  provided herein,  no change,
modification,  amendment,  addition or termination of this Agreement or any part
thereof shall be valid unless in writing and signed by or on behalf of the party
to be charged therewith.

12.  Notices. Any and all notices or other communications or deliveries required
or  permitted  to be given or made  pursuant  to any of the  provisions  of this
Agreement  shall be deemed to have been duly given or made for all purposes when
hand delivered or sent by certified or registered mail, return receipt requested
and postage prepaid,  overnight mail, or telecopier and each party's  respective
address set forth above. (For telecopier notice,  Compu-DAWN's telecopier number
is (516) 374-9410 and Alpine's  telecopier  number is (716) 264-9844) or at such
other address or  telecopier  number as any party may specify by notice given to
the other party in accordance with this Section 12.

13.  Choice of Law;  Severability.  This  Agreement  shall be  governed  by, and
interpreted and construed in accordance with, the laws of the State of New York,
excluding choice of law principles thereof. In the event any clause,  section or
part of this Agreement shall be held or declared to be void,  illegal or invalid
for any reason, all other clauses, sections or parts of this Agreement which can
be effected without such void, illegal or invalid clause,  section or part shall
nevertheless continue in full force and effect.


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14. Successors and Assigns; No Assignment.  This Agreement shall be binding upon
and inure to the  benefit of the  parties and their  respective  successors  and
assigns;  provided,  however, that neither party may assign any of its rights or
delegate  any of its  duties  under this  Agreement  without  the prior  written
consent of the other party, except to a wholly owned subsidiary.

15. Headings and  Counterparts.  The headings or captions under sections of this
Agreement are for  convenience  and reference only and do not in any way modify,
interpret or construe the intent of the parties or affect any of the  provisions
of this Agreement. This Agreement may be executed in any number of counterparts,
each of which  shall be deemed to be an  original  as  against  any party  whose
signature  appears thereon,  and all of which shall together  constitute one and
the same instrument.


     IN WITNESS  WHEREOF,  the  undersigned  have  caused this  Agreement  to be
executed as of the date first above written.


                                   Compu-DAWN, Inc.


                                   By: /s/ Louis Libin
                                       Louis Libin , Chief Technology Officer

                                   Alpine Software Incorporated


                                   By: /s/ Richard Schenkel
                                       Richard Schenkel, President



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