UNITED STATES OF AMERICA,                       Plaintiff,                   v. COMPUTER ASSOCIATES INTERNATIONAL, INC.; and LEGENT CORPORATION,                   Defendants.

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Civil Action No. 1:95CV01398 (TPJ)

UPON CONSIDERATION OF the United States' Motion For An Order Authorizing The Trustee To Sell The "Subject Software Products," and it appearing to the Court that a sale is necessary and appropriate to carry out the purpose of the Trust created pursuant to the Final Judgment entered in the above-captioned matter,

IT IS HEREBY ORDERED that the Trust and the appointment of Morrison & Foerster LLP as Trustee is continued for a period of 60 days during which time the Trustee is authorized and directed to sell the Subject Software Products, free and clear of any rights or claims of the Defendants, upon such price and terms as are then obtainable upon the best efforts of the Trustee, subject to the provisions of Section IV of the Final Judgment;

IT IS FURTHER ORDERED that the Trustee is authorized to execute such documents and take such actions as may be necessary to effect and consummate the sale of the Subject Software Products;

IT IS FURTHER ORDERED that the Trustee shall file a report with the Court upon completion of the sale; and

IT IS FURTHER ORDERED that Defendant Computer Associates International, Inc. shall continue to pay the Trustee the monthly retainer fee as set forth in the Trustee's March 19, 1996, letter to the United States until further order of the Court.

Dated: __________________, 1996

_______________________________ United States District Judge

Copies to:

N. Scott Sacks, Esq.
United States Department of Justice
Antitrust Division
600 E Street, N.W.
Suite 9500
Washington, D.C. 20530

Richard L. Rosen, Esq.
Arnold & Porter
555 12th Street, N.W.
Washington, D.C. 20004

Michael A. Jacobs, Esq.
Morrison & Foerster LLP
345 California Street
San Fransico, CA 94104