Exhibit 10.6

                          ALYDAAR SOFTWARE CORPORATION
                        1997 EMPLOYEE STOCK PURCHASE PLAN
                                  PLAN DOCUMENT

       1.0        Purpose of Plan

The purpose of the Alydaar  Software  Corporation  1997 Employee  Stock Purchase
Plan (hereinafter  "ESPP" or "Plan") is to provide employees of Alydaar Software
Corporation   (the   "Company")  with  an  opportunity  to  participate  in  the
accumulation and potential  appreciation of the Common Stock, par value .001 per
share  ("Common  Stock"),  of the Company.  The Company  intends for the ESPP to
comply with the  provisions  of Section 423 of the Code, as in effect on July 1,
1997.

       2.0        Definitions

         2.1     Board:  The Board of  Directors  of the  Company.  Members of 
the Board shall not be eligible to participate in the Plan.

         2.2      Code: Internal Revenue Code of 1986, as amended.

         2.3  Compensation:  W-2  compensation  plus salary  reductions from the
Company's  401(k) or any plan  under  Section  125 of the Code,  less any income
related to relocation,  one time or annual  performance  bonuses and other stock
plans.

         2.4  Designated  Enrollment  Period:  The  period  30 days  before  the
beginning of each  Offering  Period,  except the initial  Designated  Enrollment
Period shall commence on July 17, 1997 and end on August 4, 1997.

         2.5  Eligible  Employees:  All active  employees,  who are  customarily
employed  by the  Company  for more  than 20 hours  per week and more  than five
months per  calendar  year and who have  reached the age  required to enter into
enforceable  contracts in the employees  state of residence.  An employee of the
Company or lineal  descendants of the employee is not an "Eligible  Employee" if
such  employee  owns  stock  aggregating  five (5)  percent or more of the total
combined voting power or value of all classes of stock of the Company.

       3.0        Effective Date

The ESPP shall become  effective on August 4, 1997,  provided  that (a) the Plan
must be approved by the Company's  shareholders within twelve months of the date
of its adoption by the Company;  (b) the Plan must be approved by the Board; and
(c) there  must be a  successful  filing of a  registration  statement  with the
Securities and Exchange  Commission  pertaining to the Common Stock to be issued
under the  Plan.  Rights of  Eligible  Employees  are  conditional  such  events
occurring.

       4.0        Administration

         4.1 The ESPP shall be administered  by the Board.  Members of the Board
receive no additional compensation for administering the ESPP.

         4.2 Subject to the  provisions  of the ESPP and relevant law, the Board
shall  have  complete  authority  in its sole  discretion:  (i) to  specify  the
purchase price, subject to Section 6 hereof, of shares to be purchased under the
ESPP;  (ii) to interpret the ESPP;  (iii) to prescribe,  amend and rescind rules
and regulations relating to the ESPP;

                                  Ex. 10.6 - 1

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(iv) to amend the ESPP to conform with  relevant  law; and (v) to make all other
determinations  and to do all other acts deemed  necessary or advisable  for the
administration  of the ESPP. The Board  determination  on the foregoing  matters
shall be  conclusive.  No member of the Board  shall be liable for any action or
determination concerning the ESPP made in good faith.

       5.0      Eligibility and Participation in the Plan

       5.1      Offering Dates

         Each Offering Period is a six-month period, commencing on either July 1
or January 1 (the "Offering Periods" or "Offering  Period"),  except the initial
Offering  Period will  commence  on August 4, 1997 and will end on December  31,
1997. The Board shall have the power to change the duration and effective  dates
of the Offering Periods.

         5.2      Participation in the Plan

                  5.2.1     Enrollment

                  An Eligible  Employee may elect to  participate in the ESPP by
completing  and  submitting  a  subscription  agreement  approved by the Company
during  the  applicable  Designated  Enrollment  Period  ("Participant").   Once
enrolled, and providing that the Participant remains eligible for the ESPP as an
Eligible  Employee,  the Participant's  participation and payroll deduction rate
will continue through ensuing Offering Periods unless the Participant cancels or
changes such participation via the designated change form.

     An Eligible  Employee  may only  enroll  within the  Designated  Enrollment
Period. An employee who becomes eligible after a Designated Enrollment Period is
closed may enroll only during a subsequent Designated Enrollment Period.

                                5.2.2     Cancellation

                A Participant  may cancel his/her  participation  in the ESPP at
any time by providing such notice of cancellation in writing to the Company.  If
a Participant  cancels his/her  participation  on or before June 15 and December
15, as applicable,  of each Offering Period by submitting the designated form to
the Company's Human Resources  Department,  payroll  deductions  withheld during
that Offering Period will be refunded to the Participant as soon as practicable.
If a Participant cancels his/her participation after June 15 and December 15, as
applicable, of each Offering Period, payroll deferral during the Offering Period
will be used to purchase  Common  Stock  pursuant to Section 6.2, 6.3 and 6.4 of
the Plan and the  Participant's  account may be closed. No interest will be paid
on any amount refunded.

                Upon such cancellation,  the Participant's account may be closed
and  certificates  for all whole  shares of  Common  Stock in the  Participant's
account may be issued to the Participant. The Participant will receive cash from
any  fractional  shares and any  uninvested  payroll  deductions  in the account
except as provided above.

                Upon the request of a Participant  in his/her  written notice of
cancellation,  all  (but  not  less  than  all)  of  the  whole  shares  in  the
Participant's  account will be sold as soon as practicable at market price.  The
net  proceeds of the sale (the total  sales price of all shares of Common  Stock
sold less the costs of sale)  will be  distributed  to the  Participant.  If the
Participant  does not request  that shares of stock in his/her  account be sold,
certificates for such whole shares will be distributed to the Participant as set
forth  in the  previous  paragraph.  Fractional  shares  shall  be  paid  to the
Participant in cash.

                                  Ex. 10.6 - 2

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                To reinstate his/her  participation,  the Eligible Employee must
re-enroll during any subsequent  Designated  Enrollment Period.  However, if the
Eligible  Employee is an officer  subject to Section 16(b) of the Securities and
Exchange Act of 1934  ("Securities  Act"),  of the Company,  the officer may not
re-enroll  during the next  enrollment  period but must wait at least six months
from  the  date  of  cancellation,  and  thereafter  may  re-enroll  during  any
subsequent  Designated  Enrollment  Period.  Notice  of  a  Participant's  death
constitutes notice of withdrawal from the Plan.  Settlement of the Participant's
account will be made pursuant to Section 8.3.

                      5.2.3    Changes

     Changes,  other than  cancellation as noted in Section 5.2.2 above,  may be
made only  during  the  Designated  Enrollment  Periods.  Such  changes  will be
effective at the  beginning of the Offering  Period  following  such  Designated
Enrollment Period.

       6.0        Number of Shares and Price

         6.1 The number of shares of Common Stock  available for purchase  under
the ESPP shall be two hundred thousand  (200,000)  shares,  all of which will be
available for purchase during the initial Offering Period.  Shares available for
purchase  during the initial  Offering  Period but not purchased by Participants
will be carried over to each subsequent  Offering  Period.  The number of shares
covered  by the ESPP is  subject to  adjustment  in the event of stock  split or
other transaction described in Section 9.1.

         6.2 The  purchase  price at which  shares will be sold to  Participants
during each Offering  Period is 85% of the lower of the fair market value at (1)
the  beginning  date of such  Offering  Period  or (2) the  ending  date of such
Offering  Period.  The fair market  value of the Common Stock on a given date is
the  closing  or last sale price on the Over the  Counter  Trading  Market,  the
NASDAQ/National  Market  System or any other market system on which the stock is
traded for that date  ("Market(s)").  If the Offering Period begins or ends on a
day when the Market does not trade, the fair market value shall be determined by
using the  closing or last sale price on the  Markets  for the last  trading day
immediately preceding the beginning or ending day of the Offering Period. Shares
shall be purchased as soon as practicable after the end of each Offering Period.

         6.3  Participants  may  elect  to  allocate  from 1% to 10%,  in  whole
percentages,  of his/her  compensation,  through payroll deduction,  to purchase
shares  through  the Plan.  Participants  who are paid  weekly  must  allocate a
minimum of $5.00 per pay period. Participants who are paid monthly must allocate
a  minimum  of  $20.00  per  pay  period.  All  payroll  deductions  made  for a
Participant  are  credited to his/her  ESPP  account and are  deposited  into an
interest  bearing  account  and may be  commingled  with  other  Company  funds.
Interest  earned on the  account  balance  will be used to defray the expense of
administering  the Plan. If interest  earned on the account  balance exceeds the
expenses  incurred by the Plan, the excess  interest shall accrue to the benefit
of the Company to be used for general corporate  purposes.  The Company will pay
expenses in excess of the amount  generated  by the interest on the account used
to hold payroll deductions.

         6.4 The number of shares  purchased by each  Participant  at the end of
each  Offering  Period will be  determined  by dividing  the  purchase  price as
defined in Section 6.2 above into the amount of payroll  deduction  withheld for
that  Participant  during  the  Offering  Period,  subject  to ESPP  limitations
detailed elsewhere in this Plan.


                                  Ex. 10.6 - 3

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         6.5 If the number of shares  elected to be  purchased  by  Participants
exceeds the aggregate number of shares available during the Offering Period, the
Company will reduce pro rata the number of shares available to each Participant.
Excess payroll deductions will be refunded at the end of the applicable Offering
Period to such Participants.

         6.6 After  purchases  have been made, or after the offering  date,  the
Company will issue the applicable  number of Common Stock shares and, as soon as
practicable  after the end of such Offering Period or offering date,  credit the
account of each  Participant for the applicable  number of shares and distribute
to each  Participant  a  statement  showing  the  number  of shares  (whole  and
fractional)  credited  to the account of the  Participant.  A  Participant  will
receive Common Stock certificates for whole shares owned by the Participant only
upon  written  request  to  the  Company.  If  the  Participant  chooses  not to
participate in the next Offering Period, the Participant's  cancellation will be
handled pursuant to Section 5.2.2 of the Plan.

         6.7  Notwithstanding any other provisions of this ESPP, the fair market
value of shares that may be  purchased  by any  Participant  during any calendar
year,  pursuant to this ESPP or any other plan  maintained  by the Company  that
constitutes an employee stock purchase plan within the meaning of Section 423 of
the Code,  determined  as of the first day of the Offering  Period,  shall in no
event exceed  $25,000.  No Participant  shall have the right to purchase  shares
under the ESPP to the extent such purchase  would cause the  Participant  to own
stock  aggregating 5 percent or more of the total combined voting power or value
of all  classes  of stock of the  Company  or of any  parent  or  subsidiary  as
described in Section 424(d) of the Code.

         6.8 A  Participant  may  purchase  shares  under  the ESPP only if such
Participant is an Eligible  Employee on both the first day and the last business
day of such Offering  Period.  No Participant  shall have any of the rights of a
shareholder  with respect to shares  purchased under the ESPP until the purchase
price for such  shares has been paid and either the  Participant's  account  has
been credited with such shares or certificates  for such shares have been issued
to the Participant.

         6.9 If applicable,  with respect to shares  purchased under the ESPP by
officers   subject  to  Section  16(b)  of  the  Securities  Act,  such  persons
acknowledge that to avail  themselves of the exemption from Section 16(b),  such
shares must be held for a minimum period of six months from the date of purchase
to the date of disposition of the shares.

       7.0        No Contract of Employment

         Participation  in the ESPP  shall  neither  constitute  a  contract  of
employment nor convey to any employee any right to continue in the employment of
the Company or to  continue to be involved in any  business in which the Company
may engage.

8.0      Employment Termination, Death, Disability, Retirement and
            Leaves of Absence

     8.1 If a Participant terminates employment for any reason, including death,
disability or retirement,  or no longer meets the eligibility  requirements  set
forth herein for any reason other than a leave of absence as detailed in Section
8.2 below,  his/her account balance representing partial shares shall be paid in
cash in accordance with the cancellation provisions in Section 5.2.2 above and a
certificate shall be issued for whole shares.

         8.2 If a  Participant  is on an  unpaid  leave of  absence  for up to a
maximum of twelve weeks during an Offering  Period,  provided  that she/he is an
Eligible  Employee  (not  terminated)  on the beginning and ending dates of such
Offering Period, she/he may remain

                                  Ex. 10.6 - 4

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in the ESPP for that  period.  If the  leave  exceeds  twelve  weeks,  or if the
employee is not on active status  (terminated) at the beginning and ending dates
of the Offering Period,  participation  will be automatically  cancelled and the
account balance paid in accordance with the  cancellation  provisions in Section
5.2.2 above.

     8.3 A Participant  may  designate,  in writing via the  enrollment  form, a
beneficiary.   In  the  event  of  a  Participant's  death,  his/her  designated
beneficiary  shall receive  shares and cash for partial shares in full repayment
of the amounts  deposited in the  Participant's  account during Offering Periods
before the current Offering Period and cash for the payroll deductions,  if any,
for the  current  Offering  Period.  In the case of a  married  Participant  who
resides in a community  property  state,  no party other than the  Participant's
spouse may be named as primary  beneficiary  without the written  consent of the
spouse.  In the absence of a designated  beneficiary,  the account  balance of a
married  Participant will be paid to the Participant's  spouse,  and the account
balance of an unmarried Participant will be paid to the Participant's estate.

           8.4 The Board  shall  have the  discretion  to make  decisions  about
rights of  Participants  and  obligations  of the ESPP in  situations  of death,
disability,  retirement,  and leave of absence  and all  decisions  of the Board
shall be final and binding on all affected parties.

           9.0    Capital Changes

           9.1  If  the  outstanding  shares  of  Common  Stock  are  increased,
decreased  or changed  into,  or  exchanged  for, a different  number or kind of
shares or securities of the Company, with or without receipt of consideration by
the Company, through reorganization, merger, recapitalization, reclassification,
stock split,  stock  consolidation,  stock dividend,  or similar event,  then an
appropriate and proportionate adjustment shall be made in the number and kind of
shares or other securities which may be purchased under the ESPP.

           9.2 Adjustments  under Section 9.1 hereof shall be made by the Board,
whose  determination  as to what  adjustments  shall  be  made,  and the  extent
thereof, shall be final and conclusive as to all affected parties. No fractional
shares  shall be issued  under the Plan on  account of any such  adjustment  but
total  ownership  balance (whole and  fractional  shares) will be considered for
such adjustments.

       10.0       Recordkeeping

           10.1 A  recordkeeper  or agent will be designated  for the ESPP.  All
expenses  of  establishing  and  administering  the ESPP,  in excess of interest
earned on the account to hold Participants' payroll deductions,  will be paid by
the Company without charge to Participants.

           10.2 A  statement  will  be  sent  to  each  Participant  as  soon as
practicable  after the end of each Offering  Period.  The statement will include
payroll  deduction  totals,  fair market  values at the beginning and end of the
Offering  Period,  purchase price,  shares  purchased (whole and fractional) and
shares allocated.

       11.0       Restrictions on Assignment of Plan Rights

     Subject to the  provisions  hereof,  a  Participant  may not sell,  pledge,
create a lien or  otherwise  assign  or  transfer  in any way  his/her  right to
purchase shares under the Plan, his/her account

                                  Ex. 10.6 - 5

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under the Plan, or any interest therein,  or any cash or shares credited to such
account.  A  Participant  who  desires to sell,  pledge or  otherwise  assign or
transfer  shares in his/her  account  must request  that  certificates  for such
shares be issued in the Participant's name as provided herein.

       12.0       Consent of Participants

           Each  Participant  shall be bound by the terms and  conditions of the
ESPP as such terms and conditions may be amended from time to time.

       13.0       Amendment or Termination of the Plan

     The Board shall have the right to modify or terminate  the ESPP in its sole
discretion at any time,  including the number of share  reserved under the ESPP,
as such number may be adjusted  pursuant to Sections 6.1 and 9.0 hereof;  reduce
the price of shares to be purchased under the ESPP below the price determined in
accordance  with Section 6.0  thereof;  or cause the Plan to fail to comply with
Section 423 of the Code. The ESPP shall terminate on June 30, 2007 unless it has
been previously terminated by the Board.

14.0 Taxation

         Any taxes  required  by law to be withheld on account of the ESPP shall
be deducted and withheld accordingly.  A Participant may become liable for taxes
when she/he disposes of shares acquired through this ESPP. The Company shall not
be  responsible  for any  effect  that the ESPP may have on a  Participant's  or
Beneficiary's taxes.

       15.0       Governing Law

         The  interpretation  and  performance of this ESPP shall be governed by
the laws of the State of North Carolina.

16.0 Dividends

         Dividends  will be paid on all shares  (whole and  fractional)  held in
each  Participant's  account  under  the  Plan  on the  record  dates  for  such
dividends.  Dividend  payments will be reinvested in additional shares of Common
Stock on the dividend  payable date at 85%, of the fair market value  determined
as the closing price or last sale price on the Market.  If the dividend  payable
date falls on a day when the Market does not trade,  the fair market value shall
be  determined  by using the closing or last sale price on the last  trading day
immediately  preceding the dividend  payable  date.  Shares will be purchased as
soon as practicable after the dividend payable date.

       17.0       Restrictions on Resale

         Shares of Common Stock for which  certificates  have been issued in the
Participant's  name as provided herein are freely  transferable  and will not be
subject to specific  transfer  restrictions  except as defined in Section 6.9 if
applicable.

                                  Ex. 10.6 - 6