Exhibit 10.7
                              CHASE TECHNOLOGY PLC
                                 57 London Road
                               Twickenham TWI 3RP
                                 United Kingdom


                                                     May 29, 1997


V. Hollis Scott
Chief Financial Officer
Alydaar Software Corporation
Rexford Road, Suite 250
Charlotte, NC 28211

Dear Hollis,

         As promised  when we met this  morning I can confirm my  acceptance  of
your offer to buy the  outstanding  Alydaar  Software  Europe  shares as per the
offer below.  I have also  detailed  below the  shareholding  and of the various
holdings who is entitled to warrants.

         "I hereby offer to exchange  Alydaar  Software  Corporation (US) shares
         for all of your Alydaar Software Europe plc (UK) shares on the basis of
         two Alydaar  (UK) shares for one Alydaar  (US) share.  In  addition,  a
         warrant  certificate  will be issued (to those  entitled to warrants as
         per the schedule below) allowing you to purchase up to the total number
         of Alydaar (US) shares issued to you in this exchange  offer at a price
         of $15 USD per share  during  the  period  from  June 1,  1997  through
         November 30, 1997. If you accept my offer, please sign below and return
         this letter to my attention as soon as  possible.  (Alydaar  (UK) share
         will be held in Escrow by Mr. Toshi  Yamamoto until Alydaar (US) shares
         are issued as per the  schedule  below.) I will  instruct  our transfer
         agent to issue the shares in the names  designated below under issuance
         instructions, and forward the share certificates c/o Mr. Keith Shipton,
         Chase  Technology plc, Premier House, 52 London Road,  Twickenham,  TWI
         3RP, United Kingdom.

         This offer will expire on 31 May 1997."

                                                     Very truly yours,

                                                     /s/ Keith Shipton


                                  Ex. 10.7 - 1

<PAGE>



                          ALYDAAR SOFTWARE CORPORATION
                         2101 Rexford Road, Suite 250 W.
                         Charlotte, North Carolina 28211



                                                     May 19, 1997


Keith Shipton
Chase Technology plc
57 London Road
Twickenham TWI 3RP
United Kingdom

Dear Keith:

           I hereby offer to exchange Alydaar  Software  Corporation (US) shares
for all of your  Alydaar  Software  Europe,  plc (UK) shares on the basis of two
Alydaar  (UK)  shares  for one  Alydaar  (US)  share.  In  addition,  a  warrant
certificate  will be issued,  as a replacement for your existing warrant rights,
allowing you to purchase up to the total number of Alydaar (US) shares issued to
you in this  exchange  offer at a price of $15 USD per share  during  the period
from June 1, 1997,  through  November 30, 1997. You have  represented to me that
you have  signatory  authority  for a total of  1,227,000  shares  of a total of
1,483,304 shares of Alydaar  International common stock outstanding.  This offer
is contingent upon our  successfully  acquiring 100% of the other 256,304 shares
outstanding.  If we are successful in acquiring 100% of the shares  outstanding,
the transaction  will be effective as of July 1, 1997,  based upon our appointed
accounting firm's review of the financial statements as of June 30, 1997.

           If you accept my offer,  please  sign below and return this letter to
my attention as soon as possible.  Your shares  should be sent to my  attention.
Immediately upon receipt,  I will instruct our transfer agent to issue shares in
the name,  which you should  designate  below under issuance  instructions,  and
forward the certificate(s) to address listed under delivery  instructions.  This
offer will expire on May 31, 1997.

                                                     Sincerely,

                                                     /s/ V. Hollis Scott



                                  Ex. 10.7 - 2