COMPUWARE CORPORATION
                           31440 NORTHWESTERN HIGHWAY
                      FARMINGTON HILLS, MICHIGAN 48334-2564

       ------------------------------------------------------------------
                             SUBCONTRACTOR AGREEMENT
       ------------------------------------------------------------------



Compuware  Corporation,  a Michigan  corporation,  located at 31440 Northwestern
Highway,   Farmington  Hills,  MI  48331   ("COMPUWARE")  and  Alydaar  Software
Corporation,  a North Carolina corporation,  located at 2101 Rexford Road, Suite
250 West, Charlotte, NC 28211 ("ALYDAAR"), desire to enter into an agreement for
the  performance  by  ALYDAAR  of  professional  services,  as set forth in this
Agreement.  In consideration of the promises and of the mutual covenants in this
Agreement, COMPUWARE and ALYDAAR agree as follows:


1.       TERM
         This Agreement shall commence on October 1, 1997 ("Effective Date") and
         shall continue in full force and effect through December 31, 1998. This
         Agreement will automatically  renew for one year, unless written notice
         of  termination  is  given  by  either  party  by  November  30,  1998.
         Notwithstanding  termination of this Agreement,  the parties agree that
         the obligations  under a mutually  executed Service Order shall survive
         the  termination  of this  Agreement  and each party shall  perform its
         obligations in accordance with the terms and conditions of such Service
         Order.

2.       SERVICES

       a)  COMPUWARE  engages  ALYDAAR  and  ALYDAAR  agrees  to  perform,  as a
       subcontractor to COMPUWARE,  certain Year 2000  remediation  services for
       COMPUWARE clients ("Services"), as further set forth in Section 3. herein
       and in Exhibit A. The Services  described in Exhibit A, which is attached
       and incorporated into this Agreement by reference,  shall be performed by
       ALYDAAR  as  requested  by  COMPUWARE.  COMPUWARE  may  assign a  project
       manager, to be located at ALYDAAR's facility,  to supervise each Services
       project.  When  COMPUWARE  and a  Compuware  client have  entered  into a
       Production 2000  Professional  Services  Agreement ("Y2K  Agreement") for
       which  Alydaar  Services are  subcontracted,  COMPUWARE and ALYDAAR shall
       enter  into a Service  Order  prior to  ALYDAAR's  provision  of  ALYDAAR
       Services  to such  COMPUWARE  client.  Each  Service  Order  shall be (i)
       substantially in the form set forth in Exhibit C to this Agreement,  (ii)
       in writing and (iii) not effective  unless and until  executed by ALYDAAR
       and COMPUWARE.




<PAGE>



       Each Service Order shall be deemed to  incorporate  all of the provisions
       of this Agreement, unless otherwise agreed to by the parties.

   
          b) If ALYDAAR decides not to perform any Services requested by
          COMPUWARE for a Service Order of at least five hundred thousand
          (500,000) lines of code for one of the languages set forth in the
          table under Paragraph 1 of Exhibit D, ALYDAAR agrees to provide
          COMPUWARE with the ALYDAAR software and any information about ALYDAAR
          methodology and technology necessary for COMPUWARE to provide the
          Services to COMPUWARE clients, pursuant to a mutually agreed written
          addenda to this Agreement.
    

         c) Each party also engages the other to assist it with the marketing of
         each party's Year 2000  remediation  services,  as further set forth in
         Exhibit  A.  Neither  party  shall  have  the  right to  appoint  other
         marketing  representatives to act on behalf of the other party, without
         the express written consent of such party.

3.         PERFORMANCE STANDARDS

     If ALYDAAR is unable or fails to perform the  Services  for which a Service
     Order has been executed by COMPUWARE and ALYDAAR,  the parties will meet to
     discuss a  resolution  to the  problem.  If it is  determined  that ALYDAAR
     cannot  perform the  Services in question  such that  ALYDAAR'S  failure to
     perform would be deemed a material  breach of the applicable Y2K Agreement,
     ALYDAAR shall assist Compuware in finding another  subcontractor to perform
     the work for COMPUWARE.


4.       LICENSE GRANT TO COMPUWARE

   The Services which ALYDAAR provides to COMPUWARE and COMPUWARE clients shall
   include the software  remediation  services detailed in Exhibit A, as well as
   certain  Software which is proprietary to ALYDAAR.  "Software" shall mean the
   resulting  executable  instructions  and  appropriate  comments of  ALYDAAR's
   software  imbedded  in  the  COMPUWARE   client's  software  by  the  ALYDAAR
   SMARTCODE(R)  software and  proprietary  process used to remediate  COMPUWARE
   client's  software,  including:  (a)  source  code;  (b)  any  modifications,
   revisions,  or  replacements  for  all of the  foregoing  items;  and (c) all
   copies,   derivative   works,   inventions,    discoveries,   patentable   or
   copyrightable matter, concepts, expertise,  techniques,  patents, copyrights,
   trade  secrets  and  other  related  legal  rights  of the  foregoing  items.
   "Software"  specifically excludes the ALYDAAR SMARTCODE(R) software.  ALYDAAR
   grants to COMPUWARE a non-exclusive,  non-transferable,  royalty free license
   for the term of this  Agreement  to the right to  sublicense  the Software to
   COMPUWARE clients. COMPUWARE agrees to sublicense the Software to its clients
   under the terms of the modified Y2K Agreement, a copy of which is attached as
   Exhibit  B. If  COMPUWARE  fails to  enforce  the  required  terms of any Y2K
   Agreement  relating to the Software,  ALYDAAR shall have the right to enforce
   such agreement as a third party  beneficiary.  The Software  additional terms
   and  conditions is for use in the United  States of America only.  Additional
   terms and  conditions  may be agreed to by COMPUWARE and ALYDAAR if COMPUWARE
   finds  opportunities  for ALYDAAR Services in countries other than the United
   States.




                                        2

<PAGE>



 5.      PAYMENT

         a) ALYDAAR shall invoice  COMPUWARE upon completion of the Services and
         delivery of the remediated code to the COMPUWARE  client,  as set forth
         in the  applicable  Service  Order.  Terms  shall  be net 10 days  from
         COMPUWARE's  receipt of payment  from the  COMPUWARE  client,  provided
         Compuware shall (a) invoice the COMPUWARE client for ALYDAAR's Services
         within 10 days of ALYDAAR's  invoice date and (b) not withhold  payment
         to  ALYDAAR  for  ALYDAAR's   Services  if  the  COMPUWARE   client  is
         withholding  payment to COMPUWARE for reasons other then issues related
         to the ALYDAAR  Services.  All payments set forth in this Agreement are
         to be made in U. S.
         Dollars.

   
          b) COMPUWARE shall pay ALYDAAR for the Services to be performed for
          COMPUWARE clients, a fee calculated as seventy percent (70%) of
          ALYDAAR's then current list price. ALYDAAR's current price list, which
          may be revised from time to time, is attached as Exhibit D and
          incorporated by reference into this Agreement. ALYDAAR will give
          COMPUWARE thirty (30) days notice of any change in the price list. Any
          outstanding price quotes made by COMPUWARE to a prospective COMPUWARE
          client based on a valid price list will remain in effect for ninety
          (90) days. COMPUWARE shall pay ALYDAAR for additional expenses, only
          as set forth on any Service Order.

          c) COMPUWARE shall pay ALYDAAR a fee calculated as ten percent (10%)
          of the Y2K testing services fee charged during the first twelve (12)
          months of a fully executed Y2K Agreement with any COMPUWARE client
          which ALYDAAR assisted COMPUWARE in marketing Year 2000 remediation
          services, as determined by the designated Vice Presidents of each
          party. The designated Vice Presidents of each party shall confer at
          least quarterly to make the determination set forth in this Section.
    

 6.      RELATIONSHIP OF PARTIES

         It is agreed  that  ALYDAAR  is an  independent  contractor  and not an
         employee of COMPUWARE or any COMPUWARE  client.  In the  performance of
         the work  contemplated  in this  Agreement,  ALYDAAR is an  independent
         contractor  with the authority to control and direct the performance of
         the details of the Services.  This Agreement  shall not be construed to
         form a  partnership  between  the  parties  nor to  create  any form of
         employment  relationship  or any legal  association  which would impose
         liability  upon one  party for the act or  failure  to act of the other
         party.


7.       TAXES AND BENEFITS

         ALYDAAR agrees that it shall be exclusively responsible to file any and
         all returns and  reports,  withhold  and/or pay any and all  applicable
         federal,  state and local wage or employment  related taxes,  including
         but not limited to income taxes,  gross receipts taxes,  taxes measured
         by gross  income,  social  security  taxes and  unemployment  taxes for
         ALYDAAR's employees.  ALYDAAR agrees to indemnify and to hold COMPUWARE
         and its clients harmless to the extent of any obligation imposed by law
         on  COMPUWARE  or its  clients  to pay any  withholding  taxes,  social
         security,  unemployment or disability insurance or similar items for an
         ALYDAAR  employee in  connection  with any payments  made to ALYDAAR by
         COMPUWARE pursuant to this Agreement. Except as set forth above and for
         taxes based on ALYDAAR's net income,  COMPUWARE is responsible  for and
         shall pay all fees, assessments,  duties and taxes (including,  but not
         limited  to,  sales  or use  taxes)  which  may now or later be paid or
         payable because of the Agreement




                                        3

<PAGE>




8.       LIABILITY

         a) EACH PARTY'S TOTAL CUMULATIVE LIABILITY TO THE OTHER FOR ANY LOSS OR
         DAMAGE,  DIRECT OR INDIRECT,  FOR ANY CAUSE WHATSOEVER ARISING UNDER OR
         IN ANY WAY CONNECTED  WITH THIS AGREEMENT AND REGARDLESS OF THE FORM OF
         ACTION SHALL NOT EXCEED THE LESSER OF (A) THE FEES PAID BY COMPUWARE TO
         ALYDAAR  UNDER A Y2K  AGREEMENT  IN THE EVENT THE LOSS OR DAMAGE  AROSE
         UNDER OR WAS IN ANY WAY  CONNECTED  TO A Y2K  AGREEMENT OR (B) THE FEES
         PAID BY  COMPUWARE  TO ALYDAAR IN THE TWELVE  (12)  MONTHS  IMMEDIATELY
         PRECEDING  THE DATE OF THE LOSS OR  DAMAGE.  IN NO EVENT  SHALL  EITHER
         PARTY BE LIABLE FOR LOST PROFITS,  CONSEQUENTIAL,  EXEMPLARY,  SPECIAL,
         INCIDENTAL,  OR PUNITIVE DAMAGES, ARISING FROM OR RELATED IN ANY WAY TO
         THIS AGREEMENT REGARDLESS OF TYPE OF CLAIM, WHETHER IN CONTRACT,  TORT,
         STRICT  LIABILITY  OR OTHER LEGAL OR EQUITABLE  THEORY,  WHETHER OR NOT
         SUCH  PARTY  HAS  BEEN  ADVISED  OF THE  POSSIBILITY  OF SUCH  DAMAGES.
         NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE CONTRARY, THE TERMS OF
         THIS  PARAGRAPH  SHALL  NOT  APPLY  TO:  (A)  CLAIMS  NOT  RELATING  TO
         PERFORMANCE  OF A  PARTY'S  SOFTWARE  THAT  INVOLVES  PERSONAL  INJURY,
         INCLUDING DEATH, AND DAMAGE TO REAL AND TANGIBLE PERSONAL PROPERTY; (B)
         THE INFRINGEMENT  INDEMNIFICATION  OBLIGATIONS SET FORTH BELOW; AND (C)
         ANY BREACH BY A PARTY OF PARAGRAPHS4, 10(c) OR 11.

                           b) Each party  agrees to  indemnify,  defend and hold
                           harmless   the  other  from  and  against  any  claim
                           asserted or suit or  proceeding  brought  against the
                           other party  ("Indemnified  Party") alleging that (a)
                           the  Software  or  the  COMPUWARE  client's  software
                           infringes  a patent,  trademark,  copyright  or trade
                           secret  of  a  third-party,   and  (b)  a  breach  of
                           Paragraphs 10(a) or 10(b) has occurred,  provided the
                           indemnifying  party  ("Indemnifying  Party") is given
                           prompt  written  notice  of,  and full  and  complete
                           authority,  information and assistance in the defense
                           of, such claim, suit or proceeding.  The Indemnifying
                           Party  shall not be  responsible  for the cost of any
                           settlement of any such claim, suit or proceeding made
                           without  the  written  consent  of  the  Indemnifying
                           Party. The Indemnifying  Party shall not be liable to
                           the  Indemnified   Party  under  the  terms  of  this
                           Paragraph or otherwise if any  infringement  or claim
                           is based upon the use of any Software in violation of
                           the  license  granted  under  this  Agreement,  or in
                           combination   with  any  software  or   customization
                           performed   by  the   Indemnifying   Party   for  the
                           Indemnified Party based upon the Indemnified  Party's
                           ideas, designs, or specifications.

9.       RIGHTS OF TITLE

         Except for the  Software  as set forth in Section 4 herein,  all rights
         and title to changes in COMPUWARE client's software produced by ALYDAAR
         under this Agreement,



                                        4

<PAGE>



         including reports,  programs,  manuals, discs, tapes, listings,  belong
         exclusively  to COMPUWARE's  client and shall be considered  works made
         for hire. ALYDAAR agrees that COMPUWARE or COMPUWARE's clients have the
         right  to  hold  all  copyrights,   trademarks,   patents  or  whatever
         protection  may be deemed  appropriate  to such  changes  to  COMPUWARE
         client's  software.  ALYDAAR  agrees to give  COMPUWARE all  reasonable
         assistance required to protect the rights defined herein.

10.      WARRANTY

         a) ALYDAAR warrants that: (i) all ALYDAAR Services  provided by ALYDAAR
         under this  Agreement  shall be performed  by qualified  personnel in a
         good and workmanlike  manner;  and (ii) it either owns or has the right
         to license all property included in the ALYDAAR Software.

         b) COMPUWARE  represents  and warrants  that  COMPUWARE or  COMPUWARE's
         clients  either own or have the right to license all property  included
         in the COMPUWARE  clients' software provided to ALYDAAR for remediation
         pursuant to a Y2K Agreement.

         c) ALYDAAR and COMPUWARE  each represent and warrant that it will fully
         comply with all applicable  laws and  regulations as applicable to this
         Agreement. Each party shall indemnify and hold harmless the other party
         ,and its clients,  from and against any and all  liabilities,  damages,
         losses, claims or expenses (including attorney fees) arising out of any
         breach of this section.

         d) THE FOREGOING  SPECIFIED  WARRANTIES AND CONDITIONS ARE  COMPUWARE'S
         AND ALYDAAR'S SOLE  WARRANTIES  AND CONDITIONS  UNDER THE TERMS OF THIS
         AGREEMENT. THE PARTIES MAKES NO OTHER WARRANTY OR CONDITION OF ANY KIND
         WHATSOEVER,   EXPRESS  OR  IMPLIED,  AND  ALL  IMPLIED  WARRANTIES  AND
         CONDITIONS,   INCLUDING  THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY,
         NON-INFRINGEMENT  AND  FITNESS  FOR A  PARTICULAR  PURPOSE,  ARE HEREBY
         DISCLAIMED AND EXCLUDED BY ALYDAAR AND COMPUWARE.

11.      CONFIDENTIAL AND PROPRIETARY INFORMATION

         COMPUWARE  and ALYDAAR each shall not use or disclose to third  parties
         or  parties  without  a need to know any  confidential  or  proprietary
         information of the other party or any COMPUWARE client. Confidential or
         proprietary information,  whether tangible or intangible,  includes but
         is not limited to the materials  produced  under this  Agreement,  this
         Agreement,  information concerning products and services of each party,
         and such  information  which is designated as  proprietary.  Each party
         shall  safeguard  such material by using the same degree of control and
         care as a  reasonable  prudent  person would  exercise  with respect to
         his/her similar property under similar circumstances and shall



                                        5

<PAGE>



         return such  material to the  disclosing  party  immediately  upon oral
         and/or written request to do so.

         COMPUWARE and ALYDAAR acknowledge that they are each in the business of
         developing and marketing software products and services,  and that they
         each may now be  developing  internally  or in the future  may  develop
         internally  or  receive  from  third  parties  information  that may be
         similar or  identical to each parties  confidential  information.  This
         Agreement  shall not impair the right of either party to make,  procure
         or market  products  or  services  now or in the  future,  which may be
         competitive  with  those  to  which  the  other  party's   confidential
         information may relate.


12.      NON-SOLICITATION

         During the term of and for a one year period  following  termination of
         this Agreement,  neither party will employ,  solicit the employment of,
         or aid any third party in soliciting an employee of the other party.

13.      APPLICABLE LAW AND COMPLIANCE

         This Agreement  shall be governed by the laws of the State of Michigan,
         United States of America,  specifically excluding its conflicts of laws
         rules.  The  parties  agree  that  the  United  Nations  Convention  on
         Contracts for the  International  Sales of Goods shall not apply in any
         respect to this  Agreement or the parties  hereto or COMPUWARE  clients
         sublicensing the ALYDAAR Software.

14.      ATTORNEY FEES

         In the  event  it  becomes  necessary  to  bring  suit to  enforce  any
         provision of this Agreement,  the prevailing party shall be entitled to
         recover,  in  addition  to any  other  award,  reasonable  legal  costs
         including court costs and attorney fees.

15.      COMPLETE AGREEMENT

         This Agreement and the attached Exhibits are the complete understanding
         between ALYDAAR and COMPUWARE,  and supersede all prior  agreements and
         understandings, whether oral or written, concerning the subject matter.

16.      NOTICES

         Any notice required or permitted to be given under this Agreement shall
         be properly  made if in writing and  personally  delivered or mailed by
         certified or  registered  mail,  postage  prepaid  with return  receipt
         requested as follows:




                                        6

<PAGE>



               TO COMPUWARE:   COMPUWARE CORPORATION
                               31440 Northwestern Highway
                               Farmington Hills, MI 48334-2564
                               Attention: President

               TO ALYDAAR:     ALYDAAR SOFTWARE CORPORATION
                               2101 Rexford Road, Suite 250 West
                               Charlotte, NC  28211
                               Attention: President

      Notice  given  under  this  Agreement  shall  be  deemed  to be made  when
      delivered (if personally delivered) or on the third day following the date
      the notice was mailed by the  notifying  party (if mailed by  certified or
      registered mail).

17.   WAIVER OF BREACH

      The waiver by either  COMPUWARE or ALYDAAR of a breach of any provision of
      this  Agreement  shall  not act as a waiver  of any  prior  or  subsequent
      breach.


18.   SURVIVAL

      The  provisions of the sections  titled  "Payment,"  "Taxes and Benefits,"
      "Liability,"    "Confidential    and   Proprietary    Information,"    and
      "Non-Solicitation"  shall  survive  termination  of this  Agreement or any
      relationship between ALYDAAR and COMPUWARE.

19.   ASSIGNMENT

     Neither  party shall be entitled  to assign this  Agreement  in whole or in
     part without the prior written  consent of the other party.  Subject to all
     of the terms and conditions hereof, this Agreement inures to the benefit of
     and is binding upon the parties  hereto and their  successors  and assigns.
     ALYDAAR reserves the right to subcontract, in whole or in part, performance
     of the ALYDAAR  Services set forth  herein,  provided  that  ALYDAAR  shall
     remain  responsible  for the  provision  and  performance  of such  ALYDAAR
     Services by its subcontractor(s).

20.   HEADINGS

          The headings of the paragraphs are for convenience  only and shall not
     control or affect the meaning or  construction or limit the scope or intent
     of any of the provisions of this Agreement.




                                        7

<PAGE>



21.        NO REPRESENTATIONS.

     Neither party shall either orally or in writing, accept, approve or execute
     any letter,  document,  order or agreement on behalf of, or in the name of,
     the other party.  Other than as set forth in this  Agreement or any Service
     Order hereunder, neither party shall make any representation, either orally
     or in  writing,  to a Client  or any other  person  concerning  the  price,
     performance  or  specifications  of the  services  or software of the other
     party or  concerning  any term or condition  of such  services or software,
     unless  contained in the written  materials of the other party or expressly
     authorized by the other party in writing.

22.      TRADEMARKS

     Each party  acknowledges that the other is the owner of rights,  title, and
     interest in and to certain trademarks,  service marks, patents, copyrights,
     and other proprietary  interests that such party may use in connection with
     marketing its software and services (the "Marks"). The parties agree to the
     use of the Marks in the marketing,  advertising,  and  distributing of each
     party's software and services under the terms of this Agreement. In written
     communications  and in advertising,  each party's use of the Marks shall at
     all times be in  accordance  with such styles and  together  with such Mark
     notices as the owning party may require. Each party agrees that it will not
     file for registration of any Mark of the other party in any foreign country
     and that the use of the Marks by a party  shall inure to the benefit of the
     owning party.  Each party shall,  upon request by the other party,  execute
     whatever  documents  may be  necessary  to  effectuate  the  obtaining  and
     maintaining of  registration by the owning party of the Marks. In the event
     this  Agreement  expires or is  terminated,  each party will promptly cease
     using the Marks of the other party.

23.      ACCESS TO BOOKS AND RECORDS

         The parties shall keep complete,  accurate,  and  up-to-date  books and
         records in accordance with generally accepted accounting principles and
         sound business  practices  covering all  transactions  relating to this
         Agreement.  Either party and/or its  authorized  representatives  shall
         upon reasonable  notice have the right (not more than once annually) to
         inspect,  audit, and/or copy such records in order to determine whether
         all  provisions of this Agreement have been met. The parties agree that
         all information and records  obtained in such audit shall be considered
         Confidential  Information  under  this  Agreement.  This right to audit
         shall be available  to either  party for up to two (2) years  following
         the termination of this Agreement.

24.       FORCE MAJEURE.

         Neither  party shall be  responsible  or  considered  in breach of this
         Agreement for any delay or failure in the performance of any obligation
         of this Agreement to the extent that such failure or delay is caused by
         acts  of God,  fires,  explosions,  labor  disputes,  accidents,  civil
         disturbances,  material  shortages or other  similar  causes beyond its
         reasonable  control,  even if such  delay or  failure  is  foreseeable.
         Provided,  however,  that the  non-performing  party provides notice of
         such cause preventing or delaying performance and resumes its



                                        8

<PAGE>



         performance as soon as practicable and provided  further that the other
         party may terminate this Agreement upon notice if such  non-performance
         continues for a period of ninety (90) days.


Accepted by:                         Accepted by:

COMPUWARE CORPORATION                ALYDAAR SOFTWARE CORPORATION

/s/ S. Fagan                         /s/ Frank G. Milligan
Authorized Signature                 Authorized Signature

S. Fagan                             Frank G. Milligan
Printed Name                         Printed Name

Sr. Vice President                   Chief Operating Officer
Title                                Title

December 17, 1997                    December 15, 1997
Date                                 Date



                                        9

<PAGE>



                                    EXHIBIT A
                                    SERVICES


   
COMPUWARE will give ALYDAAR the exclusive right of first refusal to provide Year
     2000 remediation efforts on all lines of code other than Cobol code
     supported by the TechForce COSMOS conversion tool, as required under fully
     executed Production 2000 Professional Services Agreements between COMPUWARE
     and COMPUWARE clients.
    

ALYDAAR will  provide  training  to  COMPUWARE  sales  and  marketing  staff  to
     understand the ALYDAAR methodology, technology and deliverables.

ALYDAAR will make  available to  COMPUWARE  the same 10,000 line free demo to be
     provided   to   potential   COMPUWARE   clients  if  they  meet   ALYDAAR's
     qualification process.


DESCRIPTION OF ALYDAAR SERVICES

1.0      DEPENDENCIES
         It is  responsibility  of ALYDAAR to provide the COMPUWARE  Client with
         written  guidelines  for the transfer of  Application  code to ALYDAAR.
         ALYDAAR's  services are dependent upon the COMPUWARE  Client  packaging
         the  Application  code in  accordance  with  ALYDAAR's  specifications.
         ALYDAAR's project manager assigned to COMPUWARE Client will provide any
         phone assistance needed to help or clarify specific issues.

2.0      ALYDAAR SERVICES.
         ALYDAAR will perform the following services:
         Supply  an  initial  questionnaire  along  with  a  list  of  packaging
              requirements in order that the remediation can begin. Upon receipt
              of a completed  questionnaire and correctly  packaged  Application
              along with a related letter of transmittal, the project activities
              will begin.
         Resources  are  assigned  and a contact  list is delivered to COMPUWARE
              Client.
         An   initial  compile is completed on the  Application  and the results
              stored for later  comparison.  An inventory  report and line count
              report are generated and  delivered to the COMPUWARE  Client.  The
              initial line count will be for all programming  modules  received.
              This line count is broken  down into  executable,  commented,  and
              blank lines.
         ALYDAAR will perform an initial  application  level  evaluation  on the
              Application code to search for special  remediation  cases.  These
              issues may include hard-coded 19's, year-related 88 levels, report
              writer   variables,   and   COMPUWARE    Client-inserted   century
              determination. From this assessment ALYDAAR will generate a report
              identifying  resolutions  that require  COMPUWARE Client feedback.
              From the assessment report,  COMPUWARE Client needs to provide all
              resolutions  in  order  that  the  remediation  may  proceed.  The
              resolution  of issues  identified  in the initial  assessment  and
              issues  document  becomes the special  requirements  for COMPUWARE
              Client.
         Next,the Application will be submitted to the SMARTCODE(R)  process and
              all  date  variables  will be  examined  for  possible  Year  2000
              problems.  A date is nominated if it is not century  compliant and
              is  used  during  a  critical   operation   that  will  cause  the
              Application to fail in 2000 and beyond. ALYDAAR will remediate the
              Application  to return  the  correct  logic  hen  these  nominated
              variables  are used.  All other  solutions  will be  applied  as a
              result  of  the  COMPUWARE   Client's   response  to  the  initial
              assessment.
         a)   When all modifications are completed ALYDAAR will perform a second
              compile and compare the results with the first to check for syntax
              or other errors that may be detected. Upon completion ALYDAAR will
              generate a final report to accompany  the  remediated  Application
              source code and ALYDAAR library modules.




                                       10

<PAGE>



3.0      PROJECT PLAN/SCHEDULE
         Key projected milestones for this effort are as follows:

         Receive the correctly packaged Application code.                 [date]
         ALYDAAR resources are assigned and a contact list is delivered.  [date]
         Initial compile and verification of receipt of all required
            source code                                                   [date]
         Initial evaluation report with the source code line count.       [date]
         Receive resolutions to the findings of the assessment report.    [date]
         Return of remediated source modules and delivery of the final 
            report.                                                       [date]

4.0      DELIVERABLES

         a) Return of Remediated  Application.  ALYDAAR will return the modified
         files  only on the  tape.  The  tape  will be of the  same  format  and
         structure  as  received.  The tape will be  labeled  with the  contents
         meeting naming standards set forth by COMPUWARE Client.

         b)  Return  of  ALYDAAR  Software.  ALYDAAR  will  deliver  on the tape
         ALYDAAR's   (source  code)  library   modules  that  are  used  in  the
         Application for  remediation.  This includes all ALYDAAR modules called
         from within ALYDAAR library modules.

         c) Final  Report.  ALYDAAR will deliver a final  report  containing  at
         least the following information:

         Restatement of special requirements.
         Listing of modules remediated.
         Line counts broken down into comments, executables, and blank lines. In
              addition, ALYDAAR may include other information that is not a year
              2000 problem but may cause other issues.

         d)  Documentation.  ALYDAAR  will  deliver a  complete  listing  of all
         changes made to the Application code.

          e) Delivery,  Testing, Waiver: ALYDAAR will deliver the COMPUWARE
          Client  software to COMPUWARE  Client in accordance  with the schedule
          and other  requirements  set forth in the  applicable  Service  Order.
          Following  receipt of the  COMPUWARE  Client  software,  the COMPUWARE
          Client shall have thirty (30) days ("Test  Period") (a) to verify that
          the COMPUWARE Client software  performs  materially in accordance with
          all  specifications set forth in the applicable Service Order, and (b)
          to notify  ALYDAAR in writing of any failure to perform  materially in
          accordance  with such  specifications  (such failure being referred to
          herein as a  "NonCompliance").  Upon  ALYDAAR's  timely  receipt  of a
          notice of  Non-Compliance,  ALYDAAR  shall work  diligently to correct
          such  Non-Compliance  at no charge to the COMPUWARE  Client,  provided
          that COMPUWARE Client did not caused such Non-Compliance. In the event
          ALYDAAR has received a notice of Non-Compliance  before the end of the
          Test  Period,  the Test Period shall  continue on a  day-by-day  basis
          until each item of  Non-Compliance  has been  corrected by ALYDAAR and
          COMPUWARE  Client  has had the  longer  of the  remainder  of the Test
          Period,  fourteen  (14) days or some  other  mutually  agreeable  time
          period to test such corrected item of Non-Compliance so noted.  Should
          the COMPUWARE  Client software not provide ALYDAAR with written notice
          of NonCompliance  during the Test Period or within the time frames set
          forth above for  corrected  Non-Compliance,  the Test Period  shall be
          deemed to be completed.


                                       11

<PAGE>



                                    EXHIBIT B

                                 PRODUCTION 2000

                         PROFESSIONAL SERVICES AGREEMENT


                                 BY AND BETWEEN


                              COMPUWARE CORPORATION

                                  ("COMPUWARE")



                                       AND



                         ------------------------------

                                   ("CLIENT")


         As more  specifically  set forth in the following terms and conditions,
COMPUWARE shall perform for CLIENT the services  described in each Service Order
and/or Statement of Work ("Project")  attached hereto and incorporated herein by
reference.


This Agreement is entered into this _____ day of ___________________
                                                   (month, year)


FOR COMPUWARE:                     FOR CLIENT:


By: __________________________     By: __________________________


Name: ________________________     Name: ________________________


Title:  ______________________     Title:  _________________________




                                       12

<PAGE>



TERMS AND CONDITIONS


         I.       LOCATION

         Project  services will be performed at sites  established by CLIENT and
         COMPUWARE as agreed to in the Service Order or Statement of Work.

         II.      NON-SOLICITATION OF EMPLOYEES

         CLIENT agrees that it will not solicit COMPUWARE's employees to seek an
         employment or other  contractual  arrangement with its company.  CLIENT
         agrees that COMPUWARE employees are not "contract for hire".

         CLIENT may be released from such restriction under the following terms:

         The payment of $25,000.00 to COMPUWARE for each employee hired by 
         CLIENT, and

         Each  COMPUWARE  employee  hired by CLIENT has  performed  services for
         CLIENT under this Agreement for twelve (12) consecutive months or more.

         III.     RIGHTS OF TITLE

         Except  related to rights in the  Software  (as  defined  herein),  all
         CLIENT reports, programs, manuals, discs, tapes, listings and any other
         material prepared by or worked on by COMPUWARE's employees shall belong
         exclusively  to CLIENT and CLIENT  shall have the right to obtain  from
         COMPUWARE and/or  COMPUWARE's  employees,  and to hold in CLIENT's name
         all copyrights, trademark registrations, patents or whatever protection
         CLIENT may deem appropriate to the subject matter.  COMPUWARE agrees to
         give  CLIENT  reasonable  assistance  required  to  protect  the rights
         defined in this paragraph.

         IV.      CLIENT'S OBLIGATIONS

         If COMPUWARE  staff are provided to work on CLIENT's  premises or other
         premises  under  CLIENT's  control,  CLIENT shall ensure that staff are
         provided with suitable  office  accommodation  and services.  COMPUWARE
         will use reasonable  endeavors to ensure that its staff comply with all
         reasonable  security  regulations  and  requirements  made  known to it
         concerning  the conduct of  personnel  at the said  premises.  However,
         COMPUWARE  staff  shall  at all  times  be  subject  to the  employment
         conditions of COMPUWARE and not those of CLIENT.

         V.       CONVERSION AND TESTING

         CONVERSION: COMPUWARE and CLIENT shall jointly identify and install the
         required conversion tool set to implement the services set forth in any
         Service Order or Statement of Work. All Software  tools,  tool sets and
         programs to be used in the analysis and conversion process by COMPUWARE
         shall remain the  property of  COMPUWARE or its third party  providers.
         TESTING:  CLIENT shall  provide  adequate  client/server  and mainframe
         resources and access to all  components.  CLIENT shall also provide any
         necessary  workstations and space for the Project team. COMPUWARE shall
         be responsible  for performing  unit,  system and stress or integration
         tests,  as set forth in any Service Order or Statement of Work.  CLIENT
         shall also be



                                       13

<PAGE>



         responsible  for acceptance  test  criteria,  and must approve all test
         results in writing.  COMPUWARE  will then assist CLIENT with  migration
         back to production status.

         VI.      ACCEPTANCE

         Prior to the initiation of the Project and with  COMPUWARE's  approval,
         CLIENT  shall  define  the  acceptance  criteria  which will be used to
         validate  the  conversion   results.   Following   conversion  of  each
         application system, CLIENT shall conduct an acceptance test in order to
         confirm that the  equipment,  programs and  components,  as  converted,
         satisfy  the  conversion  acceptance  specifications  in  all  material
         respects.

         CLIENT must verify the acceptance  test results in writing within seven
         (7) days.  Project  results will be deemed  accepted if CLIENT does not
         respond  within  seven (7) days.  COMPUWARE  shall  correct  any defect
         revealed by the acceptance test. After such correction, COMPUWARE shall
         thereafter  confirm  in  writing  to CLIENT  that such  defect has been
         corrected.  CLIENT  shall then verify with  COMPUWARE  within seven (7)
         days that CLIENT agrees the defect has been corrected.

         VII.     WORK EFFORTS

         Project   assignments   and  guidance  of  work  efforts  will  be  the
         responsibility of COMPUWARE's Conversion Project Manager.  CLIENT shall
         appoint a Project Manager who shall be CLIENT's  full-time liaison with
         COMPUWARE's  Project  Manager.   All   Project-related   inquiries  and
         requests,  whether from CLIENT or  COMPUWARE,  shall be directed to the
         Project Managers.

         VIII.    PROGRESS MEETINGS AND REPORTS

         The Project  Managers shall meet  regularly,  at least once a month, to
         discuss the progress of the Project.  Minutes of such meetings shall be
         recorded  by  COMPUWARE's  Project  Manager,  with a copy  provided  to
         CLIENT's  Project  Manager  within  five (5) days of the  meeting.  Any
         additions  or  deletions  to the minutes  shall be provided  within (3)
         three days of receipt of the minutes by the CLIENT's  Project  Manager.
         The minutes shall include,  but are not limited to, the progress of the
         work,  any  anticipated  problems  (resolved  or  unresolved),  and any
         indication of delay in fixed or tentative schedules.

         Approximately  once a  month,  the  parties  shall  meet  for a  formal
         progress  presentation,  at which time  COMPUWARE  shall  describe  the
         status of the Project work. Such presentation shall provide projections
         of the time of  completion  and  shall  address  any  issues  and their
         possible resolution.

         The CLIENT shall,  where  applicable,  promptly provide  COMPUWARE with
         (and  warrants  that it is entitled  to do so)  accurate  and  complete
         information  concerning  Project  requirements,   answers  to  queries,
         decisions  and approvals  required by COMPUWARE in connection  with the
         Project.  COMPUWARE  staff  shall have access to CLIENT  personnel  and
         premises  at all  reasonable  times as required  by  COMPUWARE  for the
         performance of the services.

         Failure  by  CLIENT  to  provide  the  assistance  referred  to in this
         paragraph  may  prohibit  effective  action  by  COMPUWARE  and  render
         COMPUWARE unable to perform. In such circumstances,  COMPUWARE shall be
         under no liability to perform its  obligations  under this Agreement to
         the extent that performance is prohibited by such failure of CLIENT.





                                       14

<PAGE>



         IX.      SOFTWARE LICENSE

                  A.       Grant of Software License

       COMPUWARE  shall  obtain  for  CLIENT a  non-exclusive,  non-transferable
       license to allow  COMPUWARE  to use on  CLIENT's  behalf the  proprietary
       software   product(s)  and  related  user  manuals  provided  under  this
       Agreement (collectively referred to as Software). Certain of the Software
       may be utilized for CLIENT in machine readable object code for the use as
       specified  on any  Service  Order  or  Statement  of Work.  In  addition,
       COMPUWARE  hereby  conveys  a  perpetual,  royalty  free,  non-exclusive,
       non-transferable,  restricted  use license for the comments or executable
       instructions  in source code  imbedded in  CLIENT's  software  ("Imbedded
       Software").  The  Imbedded  Software may not be  replicated,  duplicated,
       distributed or used other than where installed in the Client's  software,
       except  for a  reasonable  number of  back-up  copies  rented,  leased or
       provided for use in remote  computer  services for third parties.  CLIENT
       shall maintain the Imbedded Software, provided all changes, modifications
       or  improvements  made or developed with regard to the Imbedded  Software
       shall remain the property of COMPUWARE  and/or its third party providers.
       "Imbedded Software" is deemed "Software" for all other purposes set forth
       in this Agreement.

                  B.       Intellectual Property Rights in Software

         This Agreement  does not transfer  title to CLIENT of the  intellectual
         property  or  rights   thereto   contained  in  the  Software.   CLIENT
         acknowledges  and  agrees  that the  Software  is the  property  of and
         contains confidential information and trade secrets of COMPUWARE and/or
         its  third  party  providers,  and  agrees  that  CLIENT  will  keep in
         confidence  and protect the Software from  disclosure  and restrict its
         use as provided in this Agreement. CLIENT shall not remove and place on
         copies all proprietary, confidential and copyright notices, markings or
         legends  which appear on any item  included in the  Imbedded  Software.
         COMPUWARE  and/or its third party providers  reserve all rights granted
         to them under the  copyright,  patent and other  intellectual  property
         laws of the United States and all other statutory and common laws.



                  C.       Software Warranty

                  COMPUWARE   warrants  and  represents  that  (i)  it  has  the
         authority  to grant the license  described in the  Agreement,  (ii) the
         Software will operate in substantial accordance with the specifications
         set forth in the user  manuals  applicable  to the Software at the time
         the  Software is in use,  and (iii) any  Software  maintenance  service
         rendered  by  COMPUWARE  will  be  performed  by  qualified  personnel.
         COMPUWARE  will  make   reasonable   efforts  to  correct   significant
         deviations from such specifications.

         In the event of an  intellectual  property  right claim against  CLIENT
         arising out of the use of the Software,  COMPUWARE  agrees to indemnify
         and hold CLIENT harmless  provided  CLIENT (i) gives  COMPUWARE  prompt
         written  notice of such  claim,  (ii)  permits  COMPUWARE  to defend or
         settle the claim,  and (iii)  provides  all  reasonable  assistance  to
         COMPUWARE in defending or settling the claim.

         The  warranties  given  in  this  section  are in  lieu  of  all  other
         warranties pertaining to the software whether written, oral, express or
         implied  including,  without  limiting the generality of the foregoing,
         the implied warranties of merchantability  and fitness for a particular
         purpose.




                                       15

<PAGE>



                  D.       Software Liability

         Except as  provided  in  Section C.  above,  the  entire  liability  of
         COMPUWARE  and/or its third  party  providers,  and  CLIENT's  sole and
         exclusive  remedy for damages from any cause  related to or arising out
         of the Software  licensed under this Agreement,  regardless of the form
         of action,  whether in contract or in tort, will not exceed the license
         fee paid by CLIENT to COMPUWARE for the Software.

         COMPUWARE shall have no liability if the alleged  infringement is based
         on modification of the Software by anyone other than COMPUWARE,  or use
         of the  Software  other  than as  specified  in any  Service  Order  or
         Statement  of  Work.  This  section  states  the  entire  liability  of
         COMPUWARE  and  CLIENT's  sole and  exclusive  remedy  with  respect to
         misappropriation or infringement of intellectual property rights of the
         Software.


         X.       TERMINATION

         Unless  otherwise  set forth in any Service Order or Statement of Work,
         either party may  terminate  this  Agreement for any reason with thirty
         (30) days prior written notice to the other party.

         If this Agreement is terminated  according to this paragraph and CLIENT
         instructs  COMPUWARE to remove any employee before the thirty (30) days
         elapse,  COMPUWARE  shall be entitled to the  equivalent of one month's
         billing  for the  employee's  services.  The amount  will be based on a
         forty (40) hour week or a prorated share thereof.

         Except as  authorized  under  this  paragraph,  this  Agreement  may be
         terminated:

                           1.  immediately by COMPUWARE if CLIENT fails to pay 
                           any sum duewithin 14 days of written notice that 
                           payment is due;

                           2.  immediately  by either  party if the other  party
                           commits  a  material  breach  of  any  term  of  this
                           Agreement and which (in the case of a breach  capable
                           of  being  remedied)  shall  not have  been  remedied
                           within 30 days of a  written  request  to remedy  the
                           same; or

                           3.  immediately  by either  party if the other  shall
                           convene a meeting of its  creditors  or if a petition
                           is filed in the bankruptcy court.

         Any  termination of this Agreement  pursuant to this paragraph shall be
         without  prejudice to any other rights or remedies  either party may be
         entitled to hereunder or at law and shall not affect any accrued rights
         or liabilities of either party.


         XI.      PAYMENT

         COMPUWARE  shall invoice CLIENT for services on a monthly basis.  Terms
         shall be net 30 days.  All  objections  by CLIENT to an invoice must be
         made in writing to COMPUWARE within seven (7) days after receipt of the
         invoice.  If no objections are received by COMPUWARE  within such seven
         (7) day period, the invoice shall be deemed accepted by CLIENT for such
         services  provided by COMPUWARE and paid within 30 days of its receipt.
         CLIENT  shall  pay  the  invoice(s)  received  from  COMPUWARE  for all
         chargeable  Software  tools,  tool sets and programs within thirty (30)
         days of acceptance of this Agreement.




                                       16

<PAGE>



         COMPUWARE's  employees' daily working hours shall be the same as worked
         by CLIENT's employees,  unless otherwise directed by CLIENT.  COMPUWARE
         shall be paid at the billable  rates or other terms and  conditions set
         forth in any Service Order or Statement of Work. Hours worked in excess
         of  standard  hours in the month  will be  considered  overtime  hours.
         Standard hours are calculated by multiplying business days, less CLIENT
         holidays, by eight (8).

         A one and one-half  percent  (1-1/2%) per month carrying  charge may be
         applied to any balance unpaid for more than thirty (30) days.

         If  payment  has not  been  received  as set  forth  herein,  COMPUWARE
         reserves  the right,  in  addition  to any other  rights it may have to
         suspend the services until such payment is made in full.


         XII.     TAXES

         CLIENT shall be responsible  for payment of all taxes,  if any,  levied
         upon the services provided under this Agreement.


         XIII.    TRAVEL AND PER DIEM EXPENSE REIMBURSEMENT

         CLIENT  agrees to reimburse  COMPUWARE for any  out-of-pocket  expense,
         such  as  travel  actually  incurred  by  any  COMPUWARE  employee  and
         requested by CLIENT under this Agreement. Upon request,  COMPUWARE will
         supply CLIENT with supporting documentation.



         XIV.     INSURANCE

         COMPUWARE agrees to maintain the following insurance for its employees:

         Worker's compensation insurance covering all COMPUWARE employees;

         Employer's liability insurance

         Comprehensive automobile liability insurance for combined bodily injury
         and property damage;

         Comprehensive general liability insurance for combined bodily injury 
         and property damage; and

         COMPUWARE agrees to provide CLIENT with certificates of insurance upon
         request.

If COMPUWARE  fails to provide the  insurance  coverage  specified in this
         section,  CLIENT may charge back against  COMPUWARE's  invoices  actual
         insurance expenses incurred by CLIENT to provide the protection.

CLIENT   may also  recover  the actual  value of any claims  paid as a result of
         COMPUWARE's failure to provide the specified coverage.





                                       17

<PAGE>



XV.      INDEPENDENT CONTRACTOR RELATIONSHIP

It is  expressly  understood  and  agreed  that  the  technical  personnel
         assigned by  COMPUWARE  to CLIENT under this  Agreement  are  COMPUWARE
         employees or agents.  Under no  circumstances  are such personnel to be
         considered  CLIENT  employees  or  agents.  COMPUWARE  shall  be  in an
         independent contractor relationship with CLIENT.


XVI.     LIABILITY

Both     parties  agree  to  indemnify  and hold  each  other  harmless  for any
         injuries to persons or property  caused by the  intentional and willful
         acts of each party's employees while on assignment to CLIENT.


XVII.    EXCLUSIVE REMEDY

CLIENT's exclusive  remedy for breach of this Agreement shall be: (1) to request
         error corrections or (2) if COMPUWARE  materially fails to effect error
         corrections  after a  reasonable  opportunity  to do so, to recover the
         amount paid to COMPUWARE  with respect to that portion of the code that
         cannot be made to operate in  substantial  conformance  to any  written
         specifications provided to COMPUWARE by CLIENT. COMPUWARE shall have no
         liability to CLIENT's customers or end users with regard to the subject
         matter of this Agreement.

XVIII.   WARRANTIES AND REMEDIES

COMPUWARE represents and warrants  that all  employees  assigned to CLIENT under
         this Agreement  shall be qualified  personnel.  COMPUWARE shall replace
         any employee who is not  qualified.  COMPUWARE  SHALL NOT BE LIABLE FOR
         ANY DAMAGES  WHETHER  INDIRECT,  SPECIAL OR GENERAL,  CONSEQUENTIAL  OR
         INCIDENTAL  OR LOST  PROFITS,  ARISING FROM THE  FURNISHING OF SERVICES
         UNDER THIS  AGREEMENT,  WHETHER IN AN ACTION BASED ON CONTRACT OR TORT,
         INCLUDING   NEGLIGENCE  AND  STRICT   LIABILITY.   CLIENT  AGREES  THAT
         COMPUWARE'S  LIABILITY  FOR  DAMAGES,  IF ANY,  SHALL NOT EXCEED  THOSE
         CHARGES PAID TO  COMPUWARE  BY CLIENT FOR THE SERVICES  RENDERED BY THE
         COMPUWARE EMPLOYEE(S) WHO CAUSED SUCH DAMAGE.

THE WARRANTIES  GIVEN IN THIS  SECTION ARE IN LIEU OF ALL OTHER  WARRANTIES
         WHETHER  WRITTEN,  ORAL,  EXPRESSED  OR  IMPLIED,  INCLUDING,   WITHOUT
         LIMITING THE GENERALITY OF THE FOREGOING, WARRANTIES OF MERCHANTABILITY
         OR FITNESS FOR A PARTICULAR PURPOSE.

CLIENT EXPRESSLY AGREES THAT IT IS CLIENT'S OBLIGATION, NOT COMPUWARE'S, TO
         ENSURE THAT ANY SERVICES OR PRODUCTS PROVIDED BY COMPUWARE
         HEREUNDER ARE SUITABLE FOR CLIENT.


XIX.     CLIENT REPRESENTATIONS, WARRANTY AND INDEMNIFICATION

CLIENT   represents  and warrants to  COMPUWARE  that CLIENT has the right under
         the terms of its  software  licenses  to modify any  licensed  software
         which  COMPUWARE  works on under  the terms of this  Agreement.  CLIENT
         agrees to indemnify and hold COMPUWARE harmless for any action or claim
         arising out of the unauthorized modification of CLIENT'S code.



                                       18

<PAGE>





XX.      LOSS OF DATA

In no event shall  COMPUWARE  be liable for loss of data or the records of
         CLIENT,  it being  understood  that  CLIENT  shall be  responsible  for
         ensuring   proper  and  adequate   processing,   back  up  and  storage
         procedures.


XXI.     CONFIDENTIAL INFORMATION

Each party  agrees that during and after the term of this  Agreement it will
         keep secret and will not without the prior written consent of the other
         use or  disclose  to any third  party any  information  relating to the
         business or affairs of the other party,  including without  limitation,
         third-party software tools and programs the terms of this Agreement, or
         that party's customers learned by such party or disclosed to such party
         by  the  other  pursuant  to  or  otherwise  in  connection  with  this
         Agreement.


XXII.    NON-COMPETITION

Except as specified in the paragraphs entitled "Non-Solicitation of Employees"
         and  "Confidential  Information,"  this  Agreement  shall not  restrict
         either  COMPUWARE  or CLIENT  from  conducting  business  with firms or
         competitors of the other party.


XXIII.   ENTIRE AGREEMENT

This document and the Service  Orders and/or  Statements of Work referred to
         herein,  as  well  as  any  amendments,  shall  constitute  the  entire
         Agreement   between   the   parties   and   supersedes   all   previous
         communications,   representations,    understandings,   concurrent   or
         subsequent  purchase orders,  and agreements,  whether oral or written,
         between the parties or any officer or  representative  of the  parties.
         CLIENT has relied upon any  representations  other than those set forth
         in this Agreement.


XXIV.    AMENDMENTS

No amendment  or other  variation  to this  Agreement  shall be  effective
         unless it is in writing and is signed by an authorized person on behalf
         of each party.


XXV.     GOVERNING LAW

This Agreement shall be governed by the laws of the State of Michigan.  Both
         parties  consent  to the  jurisdiction  of the  courts  of the State of
         Michigan.  No action arising out of this  Agreement,  regardless of the
         form, may be brought by either party more than one year after the cause
         of action has occurred.


                                       19

<PAGE>



XXVI.    SEVERABILITY

If any provision of this  Agreement is determined to be  unenforceable  or
         invalid,  the  remaining  provisions  of this  Agreement  shall  not be
         affected and shall remain in full force and effect.


XXVII.            FORCE MAJEURE

COMPUWARE and CLIENT shall not be liable  for any  damages,  resulting  from the
         elements, acts of God, any other cause beyond the reasonable control of
         the  parties or  CLIENT's  failure to furnish  necessary  and  accurate
         information.


XXVIII.           NOTICES

Any notices  required  under this  Agreement  shall be in writing.  Notices
         shall be delivered in person or sent by overnight  courier or facsimile
         addressed to the addresses on the face of this Agreement.  Notice shall
         be  effective  when sent by  overnight  courier or  facsimile,  or upon
         delivery if delivered in person.













                                       20

<PAGE>



                                    EXHIBIT C
                                  SERVICE ORDER

This  Service  Order,  dated   ________________,   is  issued  pursuant  to  the
Subcontractor  Agreement  ("Agreement")  between  Alydaar  Software  Corporation
("ALYDAAR")  and Compuware  Corporation  ("COMPUWARE")  for  COMPUWARE's  client
_______________________________ ("Company") and when duly executed by authorized
representatives of each party is incorporated as an addendum thereunder.  Should
a conflict  exist among the provisions of the  Agreement,  Exhibits  thereto and
this Service Order, the provisions of this Service Order shall control.

ALYDAAR DELIVERABLES
Rules questionnaire and packaging requirements;
Initial Inventory and Line Count Report;
Assessment and Issues Report;
Request for Company approval of remediation  specifications;  Final Report;  and
Remediated Company software files and ALYDAAR Software library modules.

FEES  AND PAYMENT
Estimated number of Lines of Code of each Language:

Language              Estimated # of LOC
s


---------------- -----------------------------
Remediation price per Language/per Line of Code:

Language             Price per
s                       LOC

                 $
---------------- ------------------

Estimated Total Remediation Fee:_____________________. Payable in accordance 
     with the payment schedule set forth in the Agreement or as set forth below.

Price Per Database Call: _____________. The price per database call will be 
     multiplied by the number of calls analyzed in the Company software to 
     arrive at the total database call fee and invoiced upon delivery of 
     remediated code to Company.

                           ESTIMATED PROJECT SCHEDULE
1. Receive the correctly packaged Company software                        [date]
2. ALYDAAR resources are assigned and a contact list is delivered.        [date]
3. Initial compile and verification of receipt of all required Company 
   software.                                                              [date]
4. Initial evaluation report with the Lines of Code count.                [date]
5. Receive resolutions to the findings of the Assessment and Issues 
   Report.                                                                [date]
6. Return of remediated Company software and delivery of the Final Report.[date]





                                       21

<PAGE>



ASSUMPTIONS
The  Project Schedule will be finalized after resolution of the issues set forth
     in the Assessment and Issues Report.
The  remediation  services  will be performed  by ALYDAAR at ALYDAAR's  location
     using  the  windowing   remediation   technique  in  accordance   with  the
     description of services set forth in the Agreement or, if  applicable,  the
     attached Statement of Work.
The  final number of Lines of Code and total  Remediation  Fee will be set forth
     in the Inventory and Line Count Report.

OTHER (Add any additional terms here such as payment schedule, if different then
Agreement, or any additional assumptions)

Alydaar Software Corporation            Compuware Corporation

By:      ........................       By:.............................

Name:    ........................       Name:...........................

Title:   ........................       Title:..........................










                                       22

<PAGE>



                                    EXHIBIT D
                               PRICING INFORMATION


   
1.   Assumptions. Prices presume that the planning and packaging requirements
     have been met as set forth in the Statement of Work. The prices include the
     effort to analyze, detect and correct non- compliant date usage in the
     COMPUWARE client's software using the Windowing remediation technique. The
     pricing set forth below assumes an MVS environment and an IBM compatible
     platform. Also included is the coordination with the Company to determine
     database interaction and identification of external sorts, should this be
     necessary. ALYDAAR Services not included in the pricing are remediation of
     production JCL, programming of external date routines for data ordering,
     database conversion activity or bridging for date variables associated with
     database calls. A "Line of Code" is defined as a segment of non-comment
     code delineated by carriage returns (blank lines and comments are not
     counted for inventory or pricing purposes). The list price is as follows
     for at least one million Lines of Code:

Price (per Line of Code)

Languages
COBOL               $.40
Natural             $.60
PL/1                $.60
C                   $.85
ADS/O               $.90
IDEAL               $.90
TELON               $.90
EZTRIEVE            $.90
RPG                 $.60
FOCUS               $.90
SAS                 $.90
CLIPPER             $1.00
FORTRAN             $.60
------------------  ---------------------

2.   Pricing for Database Calls. Where COMPUWARE client requests remediation or
     analysis of key field definitions for database calls by ALYDAAR, a unit
     price schedule per database call analyzed will apply as set forth below.
     This rate applies to any database call which require analysis or actual
     remediation for key field definitions. This rate applies whether or not
     dates in key field are expanded or encoded and includes the activities
     required to create bridges or encode / decode routines in COMPUWARE client
     Software. This price does not include any effort to convert or modify
     databases. This rate applies to IMS, IDMS, and VSAM database calls only.

                                                    List Price / Call
      Per Database Call Analyzed                         $13.00
    





                                       23

<PAGE>


                                  ADDENDUM I TO
                             SUBCONTRACTOR AGREEMENT
                                     BETWEEN
             COMPUWARE CORPORATION AND ALYDAAR SOFTWARE CORPORATION

         This  Addendum  I  ("Addendum"),  dated  February  3,  1998  ("Addendum
Effective Date"), to Subcontractor  Agreement dated October , 1997 ("Agreement")
is made by and between Compuware Corporation  ("Compuware") and ALYDAAR SOFTWARE
CORPORATION ("Alydaar").  The provisions of this Addendum are hereby made a part
of the Agreement. Should a conflict exist among the provisions of the Agreement,
the Exhibits  thereto and this  Addendum,  the provision of this Addendum  shall
control.  Any terms in capital  letters not defined in this Addendum  shall have
the meaning as set forth in the Agreement.  All references to paragraph  numbers
shall correspond to those paragraph numbers in the Agreement.

The  parties agree that Compuware clients may, upon request, license the Alydaar
     Software  common library  modules (that exist as of the date the remediated
     code is  returned to the  Compuware  client)  for the  languages  for which
     Alydaar has provided the Services. In addition, Compuware clients may, upon
     request, replicate,  duplicate, distribute or use the Software only for the
     purposes  of  creating  new  Compuware  client  software  that is Year 2000
     compliant.  "New Compuware  client software" for purposes of the proceeding
     sentence means Compuware  client software that did not exist as of the date
     the Y2K Agreement was signed.

 The Agreement as modified by this Addendum ("Modified  Amendment")  constitutes
     the  entire   agreement  and  supersedes  all  prior  and   contemporaneous
     agreements  between  Alydaar and Compuware in  connection  with the subject
     matter therein. No officer,  employee, servant or other agent of Alydaar is
     authorized  to make  any  representation,  warranty  or other  promise  not
     expressly contained herein with respect to the subject matter hereof.

COMPUWARE CORPORATION

BY:     /s/ J. Ray

NAME:   J. Ray

TITLE:  V.P.

ALYDAAR SOFTWARE CORPORATION

BY:     /s/ Frank G. Milligan

NAME:   Frank G. Milligan

TITLE:  Chief Operating Officer