Exhibit 10.4

                          CONTINUING SERVICES AGREEMENT

       This Continuing Services Agreement ("Agreement") is entered into and made
effective  as  of  this  ___  day  of  __________,   1998  ("Effective   Date"),
between_________________,  a  _____________  corporation,  having its  principal
place   of   business    at    _________________________________________________
("Company"),  and Alydaar  Software  Corporation,  a North Carolina  corporation
having its  principal  place of business at 2101  Rexford  Rd.,  Suite 250 West,
Charlotte,  North Carolina 28211 ("Alydaar").  In consideration of the terms and
conditions contained in this Agreement, the delivery and sufficiency of which is
acknowledged by both parties, Company and Alydaar agree as follows:

1.  DEFINITIONS.

          1.1  "Software"  means the  computer  software  owned or licensed by a
       party, including:  (a) the human-readable or machine-readable  uncompiled
       set of  instructions  for the Software  together with any logic diagrams,
       programmers' comments, flow charts, binary object codes, and source codes
       listings; and (b) all modifications, revisions, 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.

          1.2 "Work Order" means the  document or  documents  incorporating  the
       terms of this  Agreement,  and specifying the Services to be performed by
       Alydaar and the time frame and price for  performing  them.  A Work Order
       shall be  substantially  in the form of one of the  examples set forth in
       Exhibit B to this Agreement, provided however, that a Work Order (1) must
       be in writing and (2) is not effective  unless and until executed by both
       parties.

2.   SERVICES.

         2.1 Service Description.  The purpose of this Agreement is to set forth
         the terms and conditions  under which Alydaar will provide the services
         agreed to by the  parties in the  applicable  Work Order and as further
         described in the applicable Exhibits ("Services").  The Services may be
         for  remediation of the Company's  Software as set forth in Exhibit A.1
         and B.1  ("Remediation  Services")  or for audit or  assessment  of the
         Company's  Software  as set  forth  in  Exhibit  A.2  and  B.2  ("Audit
         Services").

         2.2  Compiler  Requirements.  Company  shall  forward  the  written  or
         electronic results of its compilation, including the compiler settings,
         of the  Company's  Software  to Alydaar at the time  Company  sends the
         Company's  Software to Alydaar for  Services.  If the Company  fails to
         forward the written results of the  compilation  and settings,  Alydaar
         will perform the compilation and forward Alydaar's  compilation results
         and settings in writing to the Company for  confirmation  ("Compilation
         Notice").  If  the  Company  fails  to  confirm  their  agreement  with
         Alydaar's compilation results and settings in writing to Alydaar within
         ten (10) days of the Compilation  Notice:  (a) Alydaar will perform the
         Services on the  Company's  Software  and in  relation  to  Remediation
         Services,  return the  Company's  Software  to Company  compiled as set
         forth in the  Compilation  Notice;  (b) Company hereby waives any claim
         that  Alydaar  did not perform  the  Service  correctly  as a result of
         Alydaar's  compilation  of the  Company's  Software;  and  (c)  Company
         acknowledges  that Alydaar shall have no liability for failures related
         to Alydaar's compilation of the Company's Software.

                                  Ex. 10.4 - 1

<PAGE>




3.  TERM AND AGREEMENT TERMINATION.

         3.1 Term. The term of this  Agreement  begins on the Effective Date and
         shall continue through _____________("Initial Term"), unless terminated
         earlier as permitted by this Agreement.  The Agreement shall be renewed
         automatically  for additional one (1) year terms after the Initial Term
         ("Renewal Terms"), unless either party gives at least ninety (90) day's
         prior written notice of termination to the other party. Notwithstanding
         termination  or  expiration of this  Agreement,  the parties agree that
         each party's  rights and  obligations  under a mutually  executed  Work
         Order shall (a) continue and survive the  termination  or expiration of
         this  Agreement  and  (b)  continue  to be  subject  to the  terms  and
         conditions of the Work Order and Agreement  through  completion of such
         Work Order.

         3.2 Default. If either party shall commit a material breach of any term
         or condition of this  Agreement,  and if said party shall fail to cure,
         or make substantial progress to cure, any such breach within forty-five
         (45)  days  after  written  notice  of  such  breach  is  given  by the
         non-breaching  party, then the  non-breaching  party shall be entitled,
         after giving written  notice  hereunder,  to terminate this  Agreement.
         Upon a breach of the license  restrictions or confidentiality  relating
         to a party's Software,  the breaching party shall immediately return to
         the other party all  tangible  portions of the  Software  delivered  or
         disclosed,  together with all copies  thereof at any time,  except such
         programs and  documentation  or copies  thereof as the breaching  party
         shall then warrant in writing as having been destroyed.

4.  WORK ORDERS.

          4.1   Issuance.   The  Company  and  any   corporation,   partnership,
     proprietorship  or other entity in which the Company now or hereafter  owns
     or controls,  directly or indirectly,  more than fifty percent (50%) of the
     stock or other  interests  having  the right to vote or  appoint  directors
     ("Subsidiary")  may, from time to time,  issue Work Orders to Alydaar under
     this  Agreement  requesting  Alydaar to provide  Services.  Should  Alydaar
     accept a written Work Order from the Company or its Subsidiaries,  it shall
     do so by  executing  and  returning  the Work  Order to the  Company or its
     Subsidiary,  as  applicable.  Each Work Order  accepted by Alydaar shall be
     completed  in  accordance  with the  provisions  of the Work  Order and the
     Agreement. In the event Alydaar accepts a Work Order from a Subsidiary, all
     references  in the  Agreement to "Company"  shall also be deemed to include
     "Subsidiary". Any material alteration,  deletion or addition to Services in
     any Work Order or a change in any  provision(s)  of any Work Order shall be
     effective   only   mutually   agreed  to  by  the   parties   in   writing.
     Notwithstanding  the  foregoing,  in the event  Company's  or  Subsidiary's
     project manager  submits the Company's  Software to Alydaar for performance
     of the Services and Alydaar performs the Services for such Company Software
     without  a Work  Order,  the  parties  hereby  agree  that  the  terms  and
     conditions set forth in this Agreement shall govern such transaction.

         4.2 Term of Work  Order.  The term of any Work Order shall begin on the
         date the Work Order is accepted and shall continue  through the date on
         which all Services  specified in the Work Order have been completed and
         Alydaar  has been  paid in full.  Each  Work  Order  shall be deemed to
         incorporate all of the provisions of this Agreement.

5. PAYMENT.


                                  Ex. 10.4 - 2

<PAGE>



         5.1 Payment Terms. Subject to the provisions of this Agreement, Alydaar
         shall charge and Company shall pay Alydaar the rates and fees specified
         in Exhibit C or any Work Order in accordance with the payment  schedule
         set forth in Exhibit C.

         5.2 Payment of Invoices.  Unless otherwise  stipulated herein,  Company
         shall pay all invoices  within thirty (30) days of the postmark date of
         the  invoice,  or on the  specified  due  date(s),  if any specific due
         date(s) for payments are stipulated herein.  Alydaar reserves the right
         to charge and  collect a service fee equal to the lesser of (a) one and
         one half percent  (1-1/2%) per month or, (b) the highest  interest rate
         legally permitted for all amounts not paid on the due date. The Company
         will also  reimburse  Alydaar for all  collection  expenses,  including
         reasonable  attorneys' fees and court costs, for delinquent amounts. If
         Company  legitimately  disputes any invoice amount,  then Company shall
         (a) pay to Alydaar the undisputed amount of the invoice, (b) provide to
         Alydaar a detailed  written  description of the disputed amount and the
         basis for the  Company's  dispute with such amount;  and (c)  cooperate
         with  Alydaar  in  promptly  resolving  disputed  invoices.  If  any of
         Alydaar's  undisputed  invoices remain unpaid for more than thirty (30)
         days after the postmark date,  Alydaar  shall,  in addition to pursuing
         any other  remedies it may have,  be entitled to cease  performing  all
         Services under any Work Order then in effect. Invoices shall be sent to
         the     following     Company     individual     at    the    following
         address:_________________________________________________________
         ____________________________.

         5.3 Taxes.  Except for taxes based on Alydaar's net income,  Company is
         responsible  for and shall pay,  or  reimburse  Alydaar,  for 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 or the performance of any Services under the Agreement.

         5.4 Additional Services.  Other than for Services set forth in the Work
         Order, Alydaar shall invoice Company, as expenses are incurred, for any
         technical  support or  assistance  requested by Company and provided by
         Alydaar at Alydaar's then current standard rates.  Alydaar shall charge
         Company for all reasonable  travel and living  expenses  incurred under
         this Agreement.

 6. DELIVERY, TESTING AND WAIVER. This Section 6 shall only apply in relation to
 Remediation  Services  provided by Alydaar.  Alydaar will deliver the Company's
 Software to Company in accordance with the schedule and other  requirements set
 forth  in the  applicable  Work  Order.  Following  receipt  of  the  Company's
 Software, the Company shall have thirty (30) days ("Test Period") (a) to verify
 that  the  Company's  Software  performs  materially  in  accordance  with  all
 specifications  set  forth in the  applicable  Work  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  "Non-Compliance").
 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 Company, provided
 that  Company  did not cause  such  Non-Compliance.  In the event  Alydaar  has
 received a notice of NonCompliance  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 Company 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
 Company 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 and the Company
 shall be barred  from  asserting  any claim or defense  of any  nature  against
 Alydaar, including but not limited to claims for reimbursement of payments made
 by the Company and  defenses  to a claim by Alydaar for  payments  due from the
 Company.

                                  Ex. 10.4 - 3

<PAGE>




7.  OWNERSHIP AND LICENSES

         7.1 Ownership and License of Company's Software. Title and ownership to
         the  Company's  Software  provided by the Company or any  Subsidiary to
         Alydaar shall remain and belong to and be vested in the Company or such
         Subsidiary, as applicable.  Company and Subsidiary hereby grant Alydaar
         a non-exclusive, non-transferable, royalty free license for the term of
         this Agreement to use the Company and Subsidiary  Software only for the
         purposes of performing the Services.

         7.2 Ownership of Alydaar's  Software.  Title and ownership to Alydaar's
         Software and other proprietary information,  including the SMARTCODE(R)
         Software and process and any derivative works,  shall remain and belong
         to and be vested in Alydaar.  Alydaar  reserves all rights in Alydaar's
         Software  and its  proprietary  information  not  expressly  granted to
         Company in the Agreement.

         7.3 License of Certain  Alydaar  Software.  This Section 7.3 shall only
         apply if Remediation  Services are provided by Alydaar.  As a result of
         the  Remediation  Services,  executable  instructions  and  comments of
         Alydaar's   Software  will  be  imbedded  in  the  Company's   Software
         ("Imbedded  Software").  For the  fees set  forth  in any  Work  Order,
         Alydaar  hereby  conveys  a  perpetual,  royalty  free,  non-exclusive,
         non-transferable,  restricted use license for the Imbedded  Software to
         Company.  Company may  maintain  the  Imbedded  Software,  provided all
         changes,  derivative  works,  modifications  or  improvements  made  or
         developed  with  regard  to the  Imbedded  Software  shall  remain  the
         property of Alydaar.  The Imbedded Software may not be: (a) replicated,
         used, distributed,  copied or transferred other than where installed in
         the Company's Software  remediated by Alydaar,  except for a reasonable
         number of back-up copies,  provided all  proprietary,  confidential and
         copyright  notices,  markings  or  legends  which  appear  on any  item
         included  in  Alydaar's  Software  are  placed  upon  each such copy or
         duplication;  (b) rented, leased or provided for use in remote computer
         services by Company for a third party; (c) changed by Company to remove
         from  any  item  included  in  Alydaar's   Software  any   proprietary,
         confidential or copyright  notices,  markings or legends placed thereon
         by Alydaar;  or (d) accessed  except by only those employees and agents
         of Company who need access  thereto in order to use,  implement,  test,
         audit, or modify the Imbedded  Software.  Prior to providing  access to
         the Imbedded  Software to such sanctioned  persons,  Company shall take
         appropriate  action by  instruction  or agreement with the employees or
         agents having access to the Imbedded  Software to fulfill the Company's
         obligations  under  this  Agreement.   Neither  party  shall  knowingly
         transfer, directly or indirectly, the other's Software,  technical data
         or the  direct  product  of such data,  to any  destination  subject to
         export  restrictions  under United  States law,  unless  prior  written
         authorization is obtained from the other party.

8.  REPRESENTATIONS, WARRANTIES, INDEMNIFICATION AND DAMAGE
LIMITATION

          8.1 Alydaar  Representations and Warranties.  Alydaar warrants that it
         either  owns or has the right to license all  property  included in its
         Software.

         8.2 Company Representations and Warranties. Company warrants that
         it either  owns or has the right to license all  property  included in
         its Software.

         8.3      Disclaimer of Other Warranties. THE FOREGOING SPECIFIED
         WARRANTIES AND CONDITIONS ARE THE COMPANY'S AND ALYDAAR'S
         SOLE WARRANTIES AND CONDITIONS UNDER THE TERMS OF THIS
         AGREEMENT.  THE PARTIES MAKES NO OTHER WARRANTY OR CONDITION

                                  Ex. 10.4 - 4

<PAGE>



         OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AND ALL IMPLIED
         WARRANTIES AND CONDITIONS, INCLUDING THOSE OF
         MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A
         PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED AND EXCLUDED BY
         ALYDAAR AND COMPANY.

         8.4 Limitation of Liability.  ALYDAAR'S  TOTAL  AGGREGATE  LIABILITY TO
         COMPANY FOR ALL LOSSES OR DAMAGES,  DIRECT OR  INDIRECT,  FOR ANY CAUSE
         WHATSOEVER  ARISING UNDER OR IN ANY WAY CONNECTED WITH THIS  AGREEMENT,
         INCLUDING IF ANY REMEDY IS FOUND TO FAIL OF ITS ESSENTIAL PURPOSE,  AND
         REGARDLESS  OF THE FORM OF  ACTION  SHALL NOT  EXCEED  THE FEES PAID BY
         COMPANY TO ALYDAAR IN THE TWELVE (12) MONTHS IMMEDIATELY  PRECEDING THE
         DATE OF THE LOSS OR DAMAGE.

         8.5  Disclaimer  of  Damages.  IN NO EVENT  SHALL  ALYDAAR BE LIABLE TO
         COMPANY OR ANY THIRD PARTY 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  ALYDAAR  HAS BEEN  ADVISED OF THE  POSSIBILITY  OF SUCH
         DAMAGES.

         8.6  Indemnification.  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) any Software infringes a patent, trademark, copyright
         or trade  secret of a  third-party  and (b) a breach of Sections 8.1 or
         8.2  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
         by  the   Indemnified   Party  without  the  written   consent  of  the
         Indemnifying  Party. The Indemnifying  Party shall not be liable to the
         Indemnified  Party under the terms of this  Section 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.  CONFIDENTIALITY.  The parties  acknowledge that in the course of the Service
being  performed  under this  Agreement,  both parties will become familiar with
proprietary  information of the other concerning the other's Software,  business
affairs, property, methods of operation, processing system or other information,
("Confidential  Information").  Each  party  shall  (a) not  disclose  the other
party's  Confidential  Information  without such party's written consent and (b)
maintain  the   confidentiality  of  this  Agreement  and  of  any  Confidential
Information  using at least  the  degree  of care and  security  as each uses to
maintain the  confidentiality of its own Confidential  Information.  Information
shall not be considered  confidential  under this Section that:  (i) is publicly
known  prior  to or  after  disclosure  hereunder  other  than  through  acts or
omissions  attributable  to the recipient or its  employees or  representatives;
(ii) as demonstrated by prior written records, is already known to the recipient
at the time of  disclosure  hereunder;  (iii) is  disclosed in good faith to the
recipient  by a third  party  having  a lawful  right  to do so;  or (iv) is the
subject  of  written  consent  of the  party  which  supplied  such  information
authorizing disclosure.  The parties acknowledge that their disclosure of any of
the other  party's  Confidential  Information  without the other's prior written
consent,  may give rise to continuing  irreparable  injury to the non-disclosing
party, that, therefore, will be inadequately compensable in damages at

                                  Ex. 10.4 - 5

<PAGE>



law.  Accordingly,  the non-disclosing party shall be entitled to seek immediate
injunctive  relief  against the breach or  threatened  breach by the  disclosing
party of any of the  foregoing  undertakings,  in  addition  to any other  legal
remedies which may be available.

10.  APPLICABLE  LAW. The  validity,  interpretation  and  construction  of this
Agreement, and any issue relating to the enforcement of this Agreement, shall be
governed by the laws of the state of North  Carolina,  without  reference to its
principles of conflicts of law.

11. NOTICES. All notices required or permitted to be given under this Agreement,
shall be in writing and deemed to be properly given upon the date first actually
received by the intended  recipient  through one of the following  methods:  (a)
delivery in person,  (b) facsimile with  confirmation,  provided that any notice
sent by  facsimile  shall also be sent by one at the other  methods set forth in
this Section 11, (c) the United States mail with first class postage prepaid, or
(d) private, prepaid courier. All notices to be given under this Agreement shall
be given as set forth below:

Company                                       Alydaar
 .....................................         Alydaar Software Corporation
Attn:    ............................         Attn:  Chief Operating Officer or 
                                                     President
Copy:     ...........................         Copy: General Counsel
         ............................         2101 Rexford Rd., Suite 250 West
         ............................         Charlotte,  NC  28211
Phone:   ............................         Phone: (704) 365-2324  ext. 2005
Fax:       ..........................         Fax:   (704) 365-5175

12.  SURVIVORSHIP.  The  provisions  of Sections  3.2, 5, 7, 8.3, 8.4, 8.5, 8.6,
9-16, and 19-21 of this Agreement shall survive any expiration or termination of
this Agreement or any Work Order.

13. ASSIGNMENT. Either 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
Services set forth herein,  provided that Alydaar shall remain  responsible  for
the provision and performance of such Services by its subcontractor(s).

14. MODIFICATIONS.  Any alteration,  deletion or addition to any of the terms of
this  Agreement  shall only be effective if made in writing and duly executed by
the Company and Alydaar.

15. NO WAIVER.  No delay or omission on the part of either  party in  exercising
any right  hereunder  or under any Work Order shall  operate as a waiver of such
right or any other  right under this  Agreement  or the  applicable  Work Order,
provided  that nothing in this  Section  shall void or extend any time limit set
forth in this Agreement or any applicable  Work Order with respect to the taking
of any action by Alydaar.

16. NON-RECRUITMENT OF EMPLOYEES.  Alydaar and Company recognize and acknowledge
that employees who are engaged in electronic data processing  activities possess
special, unique and extraordinary technical talents which are in great demand in
the present economy and further  recognize and  acknowledge  that each party has
incurred substantial expense in recruiting and training such employees and would
incur even greater expense if required to replace any such employee.  Therefore,
both parties agree not to recruit or employ,  either  directly or indirectly,  a
present  employee of the other party during the term of this  Agreement  and one
(1) year after without the other party's prior written consent.

                                  Ex. 10.4 - 6

<PAGE>




17.  RELATIONSHIP  BETWEEN THE  PARTIES.  Alydaar  and  Company are  independent
principals  in all  relationships  and actions  under and  contemplated  by this
Agreement.  This  Agreement  shall not be  construed  to create any  employment,
partnership, joint venture, or agency relationship between the parties.

18.  PUBLICATION  PERMISSION.  Each party's  execution of this  Agreement  shall
signify its approval for the other party to release non-confidential information
including the party's name, location and business  relationship in standard news
releases,  provided  the parties  mutually  agree to the wording of such release
prior to its publication.

19. FORCE MAJEURE. Neither party shall be held responsible for any act, failure,
event,  or  circumstance  addressed  herein  if such  act,  failure,  event,  or
circumstance  is caused by conditions  beyond such party's  reasonable  control,
whether such event was foreseeable or not.

20.  LIMITATIONS  OF  ACTIONS.  No claim or action  concerning,  related  to, or
arising out of this Agreement or any breach of or default under this  Agreement,
may be commenced by either party more then one year after the  occurrence of any
such breach or default.

21. ENTIRE AGREEMENT.  This Agreement,  together with all Exhibits,  Attachments
and Schedules hereto, constitutes the entire agreement and understanding between
Alydaar  and  Company   concerning  the  subject  matter  hereof,  and  cancels,
terminates and supersedes all prior written and oral understandings, agreements,
proposals,  promises and  representations  of the parties respecting any and all
subject matter contained herein.

IN WITNESS  HEREOF,  the parties  have caused this  Agreement  to be executed by
their duly authorized representatives.

Alydaar Software Corporation               ....................................
----------------------------

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

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

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

                                  Ex. 10.4 - 7

<PAGE>



                                    EXHIBIT A

Exhibit A.1-Services Description for Remediation Services
Exhibit A.2-Services Description for Audit Services

                                  Ex. 10.4 - 8

<PAGE>



                                   EXHIBIT A.1
                  SERVICES DESCRIPTION FOR REMEDIATION SERVICES

1.0 SCOPE: This document describes the remediation Services Alydaar will provide
for  Company  using the  windowing  technique  in order to attempt to render the
Company's  Software Year 2000 compliant.  Except as set forth in any Work Order,
Remediation  Services do not include remediation of production JCL,  programming
of external date routines for data  ordering,  database  analysis and conversion
activity or bridging for date  variables  associated  with  database  calls.  In
addition,  this  document  contains  the  packaging   responsibilities  for  the
Company's Software.

2.0 PACKAGING:  It is the  responsibility of Alydaar to provide the Company with
written  packaging  guidelines  for the  transfer of the  Company's  Software to
Alydaar.  Alydaar's  Services  are  dependent  upon the  Company  packaging  the
Company's Software code in accordance with the packaging  guidelines.  Alydaar's
Client Manager assigned to Company will provide any phone  assistance  needed to
help or clarify specific issues.

3.0      ALYDAAR SERVICES
         Alydaar will perform the following services:
         Supply  a  rules   questionnaire   along  with  a  list  of   packaging
              requirements in order that the remediation can begin. Upon receipt
              of a completed rules  questionnaire and correctly packaged Company
              Software along with a related letter of  transmittal,  the project
              activities will begin.
         Resources are assigned and a contact list is delivered to Company.
         An  initial  compile  is  completed  on  the  Company's
                    Software. Inventory and Line Count Reports are generated and
                    delivered to the Company. 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
              Company's  Software code to search for special  remediation cases.
              These issues may include hard-coded 19's,  year-related 88 levels,
              report   writer   variables,    and    Company-inserted    century
              determination.  From  this  assessment  Alydaar  will  generate  a
              Evaluation  and Issues  Document  identifying  issues that require
              Company  feedback.  In  response  to  the  Evaluation  and  Issues
              Document,  Company needs to provide all  resolutions  in order for
              the remediation to proceed. The resolution of issues identified in
              Evaluation  and  Issues  Document  becomes  the  requirements  for
              Company.
         Next,the  Company's  Software  will be  submitted  to the  SMARTCODE(R)
              process and 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 Company's
              Software  to  fail in the  Year  2000  and  beyond.  Alydaar  will
              remediate the Company's  Software when these  nominated  variables
              are used.  All other  solutions will be applied as a result of the
              Company's response to the Evaluation and Issues Document.
         When all  modifications  are  completed  Alydaar  will perform a second
              compile. Upon completion Alydaar will generate the Final Report to
              accompany the remediated  Company's  Software and Alydaar Software
              library modules.

                                  Ex. 10.4 - 9

<PAGE>



                                   EXHIBIT A.2
                     SERVICES DESCRIPTION FOR AUDIT SERVICES

1.0 SCOPE:  This  document  describes  the  services  Alydaar  will  provide for
Company.  Alydaar  will use the  SmartCode  software  in order to audit  but not
remediate the Company's  Software for Year 2000  compliance.  In addition,  this
document contains the packaging responsibilities for the Company's Software.

2.0 PACKAGING:  It is the  responsibility of Alydaar to provide the Company with
written  packaging  guidelines  for the  transfer of the  Company's  Software to
Alydaar.  Alydaar's  Services  are  dependent  upon the  Company  packaging  the
Company's Software code in accordance with the packaging  guidelines.  Alydaar's
Client Manager assigned to Company will provide any phone  assistance  needed to
help or clarify specific issues.

3.0      ALYDAAR SERVICES
         Alydaar will perform the following services:
         Supply  a  rules   questionnaire   along  with  a  list  of   packaging
              requirements in order that the audit can begin.  Upon receipt of a
              completed  rules  questionnaire  and  correctly  packaged  Company
              Software along with a related letter of  transmittal,  the project
              activities will begin.
         Resources are assigned and a contact list is delivered to Company.
         An initial compile is completed on the Company's Software.
         Alydaar  will perform one of three (3) types of audits.
                    Each type of audit  will be  performed  using the  SmartCode
                    software.  The  SmartCode  software  will search for failure
                    points  within the Company's  Software  which will cause the
                    Company's  Software not to be Year 2000  compliant,  such as
                    hard-coded  19's,  year-related  88  levels,  report  writer
                    variables, and Company-inserted century determinations.
              The three (3) types of audits are as follows
                  1)  Option 1. In this  audit  Alydaar  searches  for Year 2000
                  failures on a file by file basis.  Upon the first  instance of
                  Alydaar  finding  a Year  2000  failure  in a file,  all audit
                  activity on that file will cease.  Alydaar will then go to the
                  next file to search for Year 2000  failures.  Alydaar does not
                  perform any database assessment.  From this audit Alydaar will
                  generate a final  report  identifying  which  files  passed or
                  failed the audit. 2) Option 2. In this audit Alydaar  performs
                  a line by line  audit of every Year 2000  failure  point in an
                  Company's  Software.  Alydaar  does not perform  any  database
                  assessment.  From this  audit  Alydaar  will  generate a final
                  report  identifying  each  location  of a Year  2000  point of
                  failure within Company's Software.  3) Option 3. In this audit
                  Alydaar  performs  a line by line  audit  of every  Year  2000
                  failure  point in Company's  Software and including a database
                  assessment  for failure  points.  From this audit Alydaar will
                  generate a final report  identifying  each  location of a Year
                  2000  point  of  failure  within  Company's  Software  and the
                  database.
         A    Final Audit Report is sent to the Company.  The Final Audit Report
              contains  separate  Inventory and Line Count Reports and the audit
              results. The Line Count Report will be for all programming modules
              audited.   This  line  count  is  broken  down  into   executable,
              commented, and blank lines.

                                  Ex. 10.4 - 10

<PAGE>




                                    EXHIBIT B
                                SAMPLE WORK ORDER

Exhibit B.1-Sample Work Order for Remediation Services
Exhibit B.2-Sample Work Order for Audit Services

                                  Ex. 10.4 - 11

<PAGE>



                                   EXHIBIT B.1
                         SAMPLE WORK ORDER (REMEDIATION)

This Work Order Number _ _, dated  ________________,  is issued  pursuant to the
Continuing Services Agreement ("Agreement") between Alydaar Software Corporation
("Alydaar")  and  __________________________________  ("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 Work Order,  the  provisions of this Work
Order shall control.

ALYDAAR DELIVERABLES
Rules questionnaire and packaging requirements;
Initial Inventory and Line Count Reports;
Evaluation and Issues Document;
Final Project Plan;
Request for Company approval of remediation specifications;
Final Report; and
Remediated Company Software files and required Alydaar Software library modules.

FEES  AND PAYMENT
Remediation price per Language/per Line of Code:
   Language:______________ Price per LOC:_$________________  Estimated number of
Lines of Code ("LOC") of each Language:
     Language:______________                # of LOC:_________________
Estimated Total  Remediation  Fee:_____________________.  Payable in  accordance
     with the payment schedule set forth in the Agreement or as set forth below.

                               PROJECT MILESTONES
1. Receive all components of the correctly packaged Company Software.
2. Alydaar resources are assigned.
3. Initial Inventory and Line Count Reports delivered.
4. All required Company Software received.
5. Initial compile complete and final project plan schedule created.

6. Receive resolutions to the findings of the Evaluation and Issues Document. 
7. Return of remediated Company Software and delivery of the Final Report.

ASSUMPTIONS
The  schedule for the Project  Milestones shall be determined in a Final Project
     Plan delivered as set forth in item 5 above.
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 and this Work Order.
The  final number of Lines of Code and any  additional  languages  not set forth
     above will be set forth in the Inventory and Line Count Reports. This final
     Line of Code  number will be  multiplied  by the price per LOC to arrive at
     the final Total Remediation Fee. Prices per LOC for languages not set forth
     above will require mutual agreement as to price per LOC prior to remediated
     code being returned to Company.

Alydaar Software Corporation               ....................................

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

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

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

                                  Ex. 10.4 - 12

<PAGE>



                     EXHIBIT B.2 SAMPLE WORK ORDER (AUDITS)

This  Work  Order  Number _ _,  dated , is  issued  pursuant  to the  Continuing
Services   Agreement   ("Agreement")   between  Alydaar   Software   Corporation
("Alydaar") and ("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 Work Order,
the provisions of this Work Order shall control.

ALYDAAR DELIVERABLES
Evaluation and Issues Document;
Final Project Plan;
Final Audit Report containing the following:
     Audit results;
     Listing of Company Software modules audited; and
     Line of Code  counts  broken  down into  comments,  executables,  and blank
     lines.

FEES  AND PAYMENT
Audit Option (Check One)
     Option 1: ____________
     Option 2: ____________
     Option 3: ____________
Audit  price per Language/per Line of Code:
   Language:                                # of LOC:
Estimated number of Lines of Code of each Language:
   Language:                                # of LOC:
Estimated Total Audit Fee: $ . Payable in accordance  with the payment  schedule
     set forth in the Agreement or as set forth below.

                               PROJECT MILESTONES
1. Receive all components of the correctly packaged Company Software.
2. Alydaar resources are assigned.
3. All required Company Software received.
4. Initial compile complete and final project plan schedule created. 5. Delivery
of Evaluation and Issues Document 6. Responses to Evaluation and Issues Document
7. Delivery of Final Audit Report

ASSUMPTIONS
     The schedule for the Project  Milestones  shall be  determined in the Final
Project  Plan.  The Audit  Services  will be  performed  by Alydaar at Alydaar's
location  in  accordance  with the  description  of  services  set  forth in the
Agreement  and this Work  Order.  The final  number of Lines of Code will be set
forth  in the  Final  Audit  Report.  This  final  Line of Code  number  will be
multiplied  by the price per LOC to arrive at the final Total Audit Fee.  Prices
per LOC for  languages not set forth above will require  mutual  agreement as to
price per LOC prior to audited code being returned to Company.

Alydaar Software Corporation               ....................................

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

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

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


                                  Ex. 10.4 - 13

<PAGE>



                                    EXHIBIT C
                                FEES AND PAYMENTS

1. Remediation Services. The fees and payments set forth in this Section are for
the  Remediation  Services.  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 payment  schedule for such
remediated Company Software shall be as follows:

Sixtypercent  (60%) of the  total  billable  amount  for  remediating  a Logical
     Working Unit ("LWU") of Company's Software is due upon Alydaar's receipt of
     such LWU.

Thirty percent (30%) of the total billable  amount for  remediating a LWU is due
     upon delivery of the remediated LWU to Company.

Ten  percent  (10%) of the total  billable  amount for  remediating a LWU is due
     upon the  earlier  of: (a) the end of the Test  Period in  accordance  with
     Section 6 of the Agreement for such LWU; or (b) thirty (30) days  following
     delivery of the remediated LWU to Company.

                            PRICING TO BE DETERMINED

2. Audit  Services:  The fees and payment set forth in this  Section are for the
Audit  Services.  The fees for  Audit  Services  are  based on the Lines of Code
received by Alydaar and invoiced 80% upon delivery of the Company's  Software to
Alydaar and 20% upon return of the Final Audit Report to Company.



                            PRICING TO BE DETERMINED

                                  Ex. 10.4 - 14