Exhibit 10.5

                                A G R E E M E N T

         Agreement  entered into by and between  Robert  Gruder  ("Gruder")  and
Alydaar Software Corporation (the "Company") this 10th day of April, 1997.

                               W I T N E S S E T H

         WHEREAS,  there are two actions  pending against the Company and Gruder
in Superior Court of Connecticut (the "Actions") entitled respectively,

                         Andrew  Kaplan,  et al v. Robert G.  Gruder,  Thomas J.
                    Dudchik, GEM Technologies,  Inc., a Connecticut Corporation,
                    Alydaar Software  Corporation,  a North Carolina Corporation
                    f/k/a DAAR,  Inc., and Enertronix,  Inc., a Utah Corporation
                    a/k/a  GEM   Technologies,   Inc.  
                                       and
                         Alydaar  Software  Corporation  (Fairfield,  CV 96 0334
                    3085))and Robert Colby v. Robert Gruder, Robert Gruder d/b/a
                    GEM  Technologies,   a  Connecticut   Corporation,   Alydaar
                    Corporation,  a North Carolina Corporation (New Haven, CV 96
                    0254 2045); and

         WHEREAS,  the  plaintiffs in the Actions  demand certain relief against
the Company and Gruder, including the delivery to them of shares of common stock
("Common Stock") of the Company; and

         WHEREAS,  the Company and Gruder deny any liability in connection  with
such Actions and intend to defend the actions vigorously, and

         WHEREAS,  the Company and Gruder have reached an agreement with respect
to the  defense of the  Actions  and the  satisfaction  of a  judgment,  if any,
requiring the delivery of Common Stock to the plaintiffs;

         NOW, THEREFORE, it is agreed as follows:

         1. The Company and Gruder shall  cooperate  in the vigorous  defense of
the Actions and shall, together with Tom Dudchik,  jointly retain Willkie Farr &
Gallagher  to  represent  both the  Company  and  Gruder in the  defense  of the
Actions, together with such counsel authorized to practice in Connecticut as may
be necessary.

         2. Gruder shall indemnify and hold harmless the Company with respect to
any liability  resulting from a final and unappealable  judgment in the Actions,
including,  but not limited to, any liability to deliver  shares of common stock
of the Company in  satisfaction of any judgment or any settlement of the Actions
which he approves.  In this  connection  Gruder  represents and warrants that he
currently owns 7,231,400 shares of common stock of the Company free and clear of
any liens, charges or encumbrances and his liabilities do not exceed $500,000.


         3. The Company shall pay all of the legal fees and expenses incurred in
connection  with the defense of the Actions,  including  without  limitation any
legal fees and expenses that Gruder or Dudchik might otherwise  become obligated
to pay with respect to the defense of the Actions.


                                  Ex. 10.5 - 1

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


                                             Alydaar Software Corporation

  /s/  Robert Gruder                         By:  /s/ V. Hollis Scott
       Robert Gruder

                                  Ex. 10.5 - 2