COMPUTER SCIENCES CORP, SC 14D1/A, 1998-03-05

COMPUTER SCIENCES CORP
SC 14D1/A, 1998-03-05
COMPUTER INTEGRATED SYSTEMS DESIGN

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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AMENDMENT NO. 6 TO
SCHEDULE 14D-1

TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934

COMPUTER SCIENCES CORPORATION
(Name of Subject Company)

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CAI COMPUTER SERVICES CORP.
COMPUTER ASSOCIATES INTERNATIONAL, INC.
(Bidder)

COMMON STOCK, PAR VALUE $1.00 PER SHARE
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK PURCHASE RIGHTS
(Title of Class of Securities)

20536310-4
(CUSIP Number of Class of Securities)

SANJAY KUMAR
PRESIDENT AND CHIEF OPERATING OFFICER
C/O COMPUTER ASSOCIATES INTERNATIONAL, INC.
ONE COMPUTER ASSOCIATES PLAZA
ISLANDIA, NEW YORK 11788-7000
TELEPHONE: (516) 342-5224
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)

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COPIES TO:
SCOTT F. SMITH, ESQ.
HOWARD, DARBY & LEVIN
1330 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
TELEPHONE: (212) 841-1000

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This Statement amends and supplements the Tender Offer Statement on Schedule
14D-1 filed with the Securities and Exchange Commission on February 17, 1998, as
previously amended (the "Schedule 14D-1"), relating to the offer by CAI Computer
Services Corp., a Delaware corporation (the "Purchaser") and a wholly owned
subsidiary of Computer Associates International, Inc., a Delaware corporation
("Computer Associates"), to purchase all outstanding shares of Common Stock, par
value $1.00 per share (the "Shares"), of Computer Sciences Corporation, a Nevada
corporation ("CSC"), together with (unless and until the Purchaser declares that
the Rights Condition (as defined in the Offer to Purchase) has been satisfied)
the Series A Junior Participating Preferred Stock Purchase Rights (the "Rights")
associated therewith, upon the terms and subject to the conditions set forth in
the Offer to Purchase, dated February 17, 1998 (the "Offer to Purchase"), and in
the related Letter of Transmittal, at a purchase price of $108 per Share (and
associated Right) net to the tendering stockholder in cash, without interest
thereon. Capitalized terms used and not defined herein shall have the meanings
assigned to such terms in the Offer to Purchase and the Schedule 14D-1.

ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY.

ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER.

ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE SUBJECT COMPANY'S SECURITIES.

ITEM 10. ADDITIONAL INFORMATION.

On February 23, 1998, CSC filed with the United States District Court for
the District of Nevada (the "Nevada District Court") a Response to Computer
Associates Ex Parte Motion for an Expedited Hearing On Claims For Declaratory
Relief. A copy of the Response is filed as Exhibit (g)(5) to this Statement, and
is incorporated herein by reference.

On February 23, 1998, CSC filed with the Superior Court of the State of
California for the County of Los Angeles, Central District, a complaint seeking
injunctive relief and damages. A copy of the complaint is filed as Exhibit
(g)(6) to this Statement, and is incorporated herein by reference.

On February 26, 1998 the Nevada District Court issued an Order granting
Computer Associates' motion for an expedited briefing schedule and hearing on
claims for declaratory relief to be conducted on March 16, 1998. On February 27,
1998, Computer Associates issued a press release outlining the Order. Copies of
the Order and the press release are attached hereto, respectively, as Exhibits
(g)(7) and (a)(13) to this Statement and are incorporated herein by reference.

On March 2, 1998, CSC filed with the Superior Court of the State of
California for the County of Los Angeles, Central District, a Complaint for
injunctive relief and damages. A copy of the Complaint is filed as Exhibit
(g)(8) to this Statement, and is incorporated herein by reference.

On March 2, 1998, Computer Associates issued a press release announcing that
it is proceeding with the Offer to acquire CSC. A copy of the press release is
attached as Exhibit (a)(14) to this Statement, and is incorporated herein by
reference.

On March 5, 1998, Computer Associates issued a press release announcing that
it will let the Offer expire at midnight on March 16, 1998. In addition, on
March 5, 1998, Charles B. Wang, Chairman and Chief Executive Officer of Computer
Associates, sent a letter to Van B. Honeycutt, Chairman and Chief Executive
Officer of CSC. The full text of the press release and Mr. Wang's letter (which
is attached to the press release) is attached as Exhibit (a)(15) to this
Statement and is incorporated herein by reference.

2
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ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<S> <C>

(a)(13) Text of press release issued by Computer Associates dated February 27, 1998.

(a)(14) Text of press release issued by Computer Associates dated March 2, 1998.

(a)(15) Text of press release issued by Computer Associates dated March 5, 1998 (including Letter dated March
5, 1998 from Charles B. Wang to Van B. Honeycutt).

(g)(5) Response of Computer Sciences Corporation to Computer Associates Ex Parte Motion for an Expedited
Hearing on Claims For Declaratory Relief, filed with the United States District Court for the
District of Nevada on February 23, 1998.

(g)(6) Complaint of Computer Sciences Corporation filed with the Superior Court of the State of California
for the County of Los Angeles, Central District on February 23, 1998.

(g)(7) Order of the United States District Court for the District of Nevada granting Computer Associates'
Motion for an Expedited Hearing on Claims for Declaratory Relief, filed February 26, 1998.

(g)(8) Complaint of Computer Sciences Corporation filed with the Superior Court of the State of California
for the County of Los Angeles, Central District for Injunctive Relief and Damages on March 2, 1998.
</TABLE>

3
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SIGNATURE

After due inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.

Dated: March 5, 1998

CAI COMPUTER SERVICES CORP.

By /s/ PETER SCHWARTZ
-----------------------------------------
Name: Peter Schwartz
Title: Vice President and Treasurer

COMPUTER ASSOCIATES INTERNATIONAL, INC.

By /s/ PETER SCHWARTZ
-----------------------------------------
Name: Peter Schwartz
Title: Senior Vice President and
Chief Financial Officer

4
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EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT NAME
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<S> <C>

(a)(13) Text of press release issued by Computer Associates dated February 27, 1998.

(a)(14) Text of press release issued by Computer Associates dated March 2, 1998.

(a)(15) Text of press release issued by Computer Associates dated March 5, 1998 (including Letter dated March
5, 1998 from Charles B. Wang to Van B. Honeycutt).

(g)(6) Complaint of Computer Sciences Corporation filed with the Superior Court of the State of California
for the County of Los Angeles, Central District on February 23, 1998.

(g)(7) Order of the United States District Court for the District of Nevada granting Computer Associates'
Motion for an Expedited Hearing on Claims for Declaratory Relief, filed February 26, 1998.

<PAGE>

Exhibit (a)(13)

Contact:
Bob Gordon, CA

Doug Robinson, Investor Relations
(516) 342-2391
(516) 342-2745
[email protected]
[email protected]

HEARING EXPEDITED ON COMPUTER ASSOCIATES' TAKEOVER OF CSC

Nevada Court Sets March 16 Hearing To Rule On Legality
Of Anti-Takeover Measures Adopted By CSC

ISLANDIA, N.Y., February 27, 1998--The United States District Court for the
District of late yesterday granted Computer Associates' motion, which was
vigorously opposed by Computer Sciences Corporation, for an expedited hearing to
declare illegal anti-takeover recently adopted by CSC. The ruling stated that,
"because a material delay carries the of impeding the tender offer, the court
concludes that an expedited disposition of the is warranted."

Based upon that hearing, scheduled for March 16, the Court will decide CA's
claims that to CSC's bylaws strip away the rights of CSC shareholders to remove
the board directors and to consider its $9 billion all-cash offer. The Court
will also decide CSC rights to remove and replace CSC directors who oppose CA's
offer.

Last night, CSC issued a misleading press release headlining one minor
issue which has nothing do with whether the anti-takeover issues are illegal.
The CSC press release ignored the main import of the Court's ruling, which was
to grant an expedited hearing to address the legality of CSC's recently adopted
anti-takeover measures.

In fact, the Court referred all discovery on that ancillary point to a
magistrate judge while an immediate hearing on the legality of the amendments.
The Court rejected CSC's request that no hearing take place before mid-June and
refused to delay consideration of the legality of CSC's response until CSC took
discovery.

Computer Associates is pleased with the Court's decision to hear its claims
promptly and is confident that the rights of the CSC shareholders will be
restored.

<PAGE>

computing and information management, application development, manufacturing and
financial applications. CA has over 11,000 people in 160 offices in 43 countries
and had revenue of $4.5 billion in calendar year 1997. CA can be reached by
visiting http://www.cai.com on the World Wide Web, emailing [email protected], or
calling 1-516-342-5224.

Computer Associates and the Computer Associates Nominees are participants
in the of consents, proxies and agent designations from Computer Sciences
Corporation shareholders. The Computer Associates nominees are Charles B. Wang,
Sanjay Kumar, Artzt, Peter A. Schwartz, Steven M. Woghin, Charles P. McWade, Ira
Zar, Michael A., David Kaplan, Robert Toth, Richard Chiarello, Lisa Savino, Gary
Quinn, Abraham and Douglas Robinson. None of the Computer Associates Nominees
will receive additional compensation for their participation in this
solicitation.

Computer Associates own, through a wholly owned subsidiary, 170,000 shares
of common stock of Computer Sciences Corporation. None of the Computer
Associates Nominees owns any shares of Computer Sciences common stock.

Computer Associates has also retained Bear, Stearns & Co. Inc. and its
affiliates ("Bear Stearns") to provide certain financial advisory services to
Computer Associates. Bear Stearns is acting as Dealer Manager in connection with
the Offer and as financial advisor to Computer Associates and CAI Computer
Services Corp., a wholly owned subsidiary of Computer Associates, in connection
with the proposed acquisition of the Company, but Bear Stearns has not been
retained to specifically assist in this solicitation. Computer Associates is
obligated to pay to Bear Stearns, if, as more fully described in the engagement
letter relating to Bear Stearns' engagement, during the term of the engagement
or within 12 months thereafter Computer Associates acquires the Company or more
than 50% of its outstanding voting securities, a fee of $5 million and a fee of
$1 million (which will be credited against such $5 million fee) if Computer
Associates requests Bear Stearns to render a customary fairness opinion. Bear
Stearns is also entitled to act as sole lead underwriter, placement agent
and financial advisor in connection with certain debt and equity financings (and
certain refinancings) and certain asset sales for a specified period following
the acquisition and to receive fees in connection therewith. In addition,
Computer Associates has agreed to reimburse Bear Stearns for its reasonable
expenses, including reasonable fees and disbursements of its counsel, incurred
in rendering its services under its engagement agreement with Computer
Associates and has agreed to indemnify Bear Stearns against certain liabilities
and expenses in connection with the Offer and the Proposed Merger, including
certain liabilities under the federal securities laws.

Bear Stearns from time to time renders various investment banking services
to Computer Associates and its affiliates for which it is paid customary fees.

<PAGE>

In connection with Bear Stearns' engagement as financial advisor, Computer
Associates anticipates that Michael J. Urfirer, Senior Managing Director of Bear
Stearns, Lisa M. Price, Senior Managing Director of Bear Stearns and Barry J.
Cohen, Senior Managing Director of Bear Stearns, none of whom will receive
additional compensation for such solicitation, may communicate in person, by
telephone or otherwise with a limited number of institutions, brokers or other
persons who are shareholders for the purpose of assisting in this solicitation.
Bear Stearns will not receive any fee for, or in connection with, such
solicitation activities by its employees apart from the fees it is otherwise
entitled to receive as described above. None of the above-named employees of
Bear Stearns owns any shares of Computer Sciences Corporation common stock.

<PAGE>
Exhibit (a)(14)

Contact:
Bob Gordon, CA

Doug Robinson, Investor Relations
(516) 342-2391
(516) 342-2745
[email protected]
[email protected]

COMPUTER ASSOCIATES PROCEEDS WITH OFFER FOR
COMPUTER SCIENCES

ISLANDIA, N.Y., March 2, 1998 - Computer Associates International, Inc.
(CA:NYSE) today that it is proceeding with its $108 per share all cash offer to
acquire Computer.

"After reviewing CSC's 14D-9 filing today, we see no new information
from CSC," stated Charles B. Wang, CA's Chairman and CEO. "CSC's principal
justification for rejecting the appears to be our willingness to pay more in
a promptly negotiated transaction. Under circumstances, we are bewildered by
the intransigence of CSC's management in refusing meet with us and the
lengths to which its Board of Directors has gone to frustrate the rights of
shareholders. We are hopeful that the prompt hearing the Nevada Federal
District Court for March 16, 1998 will eliminate the impediments the CSC
Board has erected and confirm the shareholders rights to have a say in
accepting CA's offer."

Computer Associates International, Inc. (NYSE: CA), with headquarters in
Islandia, N.Y., is the world leader in mission-critical business software. The
company develops, licenses and supports more than 500 integrated products that
include enterprise computing and information management, application
development, manufacturing and financial applications. CA has over 11,000 people
in 160 offices in 43 countries and had revenue of $4.5 billion in calendar year
1997. CA can be reached by visiting http://www.cai.com on the World Wide Web,
emailing [email protected], or calling 1-516-342-5224.

<PAGE>

Computer Associates owns, through a wholly owned subsidiary, 170,000
shares of common stock of Computer Sciences Corporation. None of the Computer
Associates Nominees owns any shares of Computer Sciences common stock.

Computer Associates has also retained Bear, Stearns & Co. Inc. and its
affiliates ("Bear Stearns") to provide certain financial advisory services to
Computer Associates. Bear Stearns is acting as Dealer Manager in connection with
the Offer and as financial advisor to Computer Associates and CAI Computer
Services Corp., a wholly owned subsidiary of Computer Associates, in connection
with the proposed acquisition of the Company, but Bear Stearns has not been
retained to specifically assist in this solicitation. Computer Associates is
obligated to pay to Bear Stearns, if, as more fully described in the engagement
letter relating to Bear Stearns' engagement, during the term of the engagement
or within 12 months thereafter Computer Associates acquires the Company or more
than 50% of its outstanding voting securities, a fee of $5 million and a fee of
$1 million (which will be credited against such $5 million fee) if Computer
Associates requests Bear Stearns to render a customary fairness opinion. Bear
Stearns is also entitled to act as sole lead underwriter, placement agreement
and financial advisor in connection with certain debt and equity financings (and
certain refinancings) and certain asset sales for a specified period following
the acquisition and to receive fees in connection therewith. In addition,
Computer Associates has agreed to reimburse Bear Stearns for its reasonable
expenses, including reasonable fees and disbursements of its counsel, incurred
in rendering its services under its engagement agreement with Computer
Associates and has agreed to indemnify Bear Stearns against certain liabilities
and expenses in connection with the Offer and the Proposed Merger, including
certain liabilities under the federal securities laws.

Bear Stearns from time to time renders various investment banking services
to Computer Associates and its affiliates for which it is paid customary fees.

<PAGE>

Exhibit (a)(15)

Contact:
Bob Gordon, CA

Doug Robinson, Investor Relations
(516) 342-2391
(516) 342-2745
[email protected]
[email protected]

CA TO LET CSC TENDER OFFER EXPIRE ON MARCH 16

ISLANDIA, N.Y., March 5, 1998--Computer Associates International, Inc. (CA)
today announced it will let its $108 all cash tender offer for Computer
Sciences Corporation expire at midnight on March 16.

In a letter today to Van B. Honeycutt, chairman and CEO of CSC, CA Chairman
and CEO Charles B. Wang said, "For whatever reason, it seems you would rather
risk harming CSC's business and in the process diminish its value, than
negotiate with Computer Associates despite our repeated offers to engage in a
negotiated transaction. And, rather than allowing our tender offer to proceed
to the shareholders, CSC has waged a campaign of unlawful roadblocks and
baseless mudslinging lawsuits. At the same time, news articles appeared with
racist overtones that questioned our loyalty as a trustworthy government
contractor just because my family emigrated to this country from China 45
years ago. These actions, together with the likelihood of a protracted
battle, are unhealthy for CSC, CA and the technology industry that has served
us both so well."

"We are simply unwilling to let this happen," Mr. Wang said.

Mr. Wang said CA continues to have great respect for CSC managers and
employees, and expects the companies to look for opportunities to expand
their business relationship.

"Throughout these discussions, we have maintained the utmost respect for
CSC," Mr. Wang said. "We have been direct, even blunt, in letting you know
where we stood every step along the way. This letter may be a blunt
assessment of where we are, but unless you or your Board changes the
landscape, we will not extend our $108 per share tender offer beyond its
March 16 expiration."

Mr. Wang's letter follows:

<PAGE>

March 5, 1998

Mr. Van B. Honeycutt
Chairman and Chief Executive Officer
Computer Sciences Corporation
2100 East Grand Avenue
El Segundo, CA 90245

Dear Van,

After consulting with our Board of Directors, we have concluded that Computer
Associates will not extend its tender offer for CSC.

We have proceeded from the outset in the utmost good faith and belief that
combining Computer Associates and Computer Sciences would produce a world
class information technology solutions provider without equal. The
enthusiastic reception by clients and employees of our announced offer
confirmed that belief. In fact, in our first meeting in Los Angeles on
December 18, you immediately acknowledged the benefits for Computer
Associates of such a combination, though admittedly you questioned the
benefits to CSC's management and business. We also liked your view that no
deal is unfriendly if price is agreed.

We took from this meeting several key points: your concerns about
compensation for key managers and our plan for operating the business, and
the need to come to agreement on price. Although Sanjay and I addressed some
of these issues in that meeting, we knew we had more convincing to do. We
left that meeting with your agreement to give the idea of a merger serious
consideration.

In subsequent conversations, you reaffirmed that the idea of combining CA and
CSC was worth serious consideration, and agreed that you and Sanjay should
meet again in person to address the important people and operations issues,
as well as price. We also encouraged you several times to let our respective
advisors meet to work through details, but you were persistent in the desire
to resolve the issues between principals. We continued to review our option
to propose a cash or stock transaction. In the meantime, we lined up
financing to be able to quickly complete an all cash offer if that was the
ultimate decision. You then proposed that the next meeting be a make or break
one - to decide whether we would move forward or not. Sanjay and I agreed,
which led to scheduling the February 5th meeting in Scottsdale.

In Scottsdale, we again discussed in detail the issues important to you
- --price, organization, employee retention, stock options, severance plans,
board composition and your role in the combined company. We thought we had
agreed with you on all issues other than your role and price. With respect to
price, you suggested that a fair value for CSC would be $130 per share, and
in a telephone conference the next day you suggested that the range was $115
to $125 per share. While we still differed on price, we memorialized in
Sanjay's February 6th letter the following agreements we did reach:

We are in agreement on the need and manner of retaining key managers and
employees. We would supply key managers and employees with employment
agreements that will provide them with a strong incentive to remain with the
combined company. We are in agreement on providing stock option grants to
key managers and employees.

<PAGE>

This will allow them to participate in the success of the combined company,
and will further ensure continuity with respect to the combined company's
commitment to our mutual clients.

We are in agreement that the CSC organization within the combined company
will be on equal footing to CA's existing product organization. CA is
committed to making sure that all of the members of the CSC organization are
welcomed into the combined company with open arms.

We do not expect the combined company to need to reduce any headcount to
achieve the synergies that a transaction of this size demands. Consequently,
as in our last major acquisition of Cheyenne Software, we anticipate that all
of the valuable CSC employees will be offered positions with the combined
company.

Beyond the absolute level of staffing, we expect to maintain the current
structure of CSC's organization with little change. As we discussed, it would
make sense for the CA part of the combined company to take over CSC's product
development efforts and for CSC, in turn, to take over CA's service
commitments and efforts. The inherent synergies in this process will allow
both the CA and CSC parts of the combined company to do what they do best.

We expect to staff new projects with both outside hiring and some
redeployment of existing CA staff. This will allow the combined company to
aggressively seek new services opportunities.

In Scottsdale and in subsequent conversations, we sought to bridge the gap
between our respective values. When you gave us three options on February 10
- --(1) to meet your price, (2) to go away and move on, or (3) to make an offer
to your shareholders -- we elected to go directly to your shareholders with
an all cash offer of $108 per share. We later indicated that we would be
willing to pay as much as $114 in a promptly negotiated transaction. It was
always my impression that the real issue was price. It now appears that
sometime after our Scottsdale meeting, you decided that no price we offer
would be high enough.

For whatever reason, it seems you would rather risk harming CSC's business
and in the process diminish its value, than negotiate with Computer
Associates despite our repeated offers to engage in a negotiated transaction.
And, rather than allowing our tender offer to proceed to the shareholders,
CSC has waged a campaign of unlawful roadblocks and baseless mudslinging
lawsuits. At the same time, news articles appeared with racist overtones that
questioned our loyalty as a trustworthy government contractor just because my
family emigrated to this country from China 45 years ago. These actions,
together with the likelihood of a protracted battle, are unhealthy for CSC,
CA and the technology industry that has served us both so well.

We are simply unwilling to let this happen.

We continue to have great respect for CSC's managers, employees and clients.
Computer Associates and CSC have a great history of working together in
partnership for many of our

<PAGE>

mutual clients. Not only do we expect this to continue, but we will work hard
to seek out opportunities to expand our business relationship.

Throughout these discussions, we have maintained the utmost respect for CSC.
We have been direct, even blunt, in letting you know where we stood every
step along the way. This letter may be a blunt assessment of where we are,
but unless you or your Board changes the landscape, we will not extend our
$108 per share tender offer beyond its March 16 expiration.

Very truly yours,

Charles B. Wang

###

Computer Associates International, Inc. (NYSE: CA), with headquarters
in Islandia, N.Y., is the world leader in mission-critical business
software. The company develops, licenses and supports more than 500
integrated products that include enterprise computing and information
management, application development, manufacturing and financial
applications. CA has over 11,000 people in 160 offices in 43 countries
and had revenue of $4.5 billion in calendar year 1997. CA can be
reached by visiting http://www.cai.com on the World Wide Web, emailing
[email protected], or calling 1-516-342-5224.

Computer Associates' wholly owned subsidiary CAI Computer Services
Corp. is making a tender offer for all outstanding shares of Computer
Sciences Corporation common stock at a price of $108 per share in
cash. The tender offer is scheduled to expire at 12:00 midnight, New
York City time, on Monday, March 16, 1998, unless extended in the
manner described in the Offer to Purchase dated February 17, 1998.

Computer Associates and the Computer Associates Nominees are
participants in the solicitation of consents, proxies and agent
designations from Computer Sciences Corporation shareholders. The
Computer Associates nominees are Charles B. Wang, Sanjay Kumar,
Russell Artzt, Peter A. Schwartz, Steven M. Woghin, Charles P. McWade,
Ira Zar, Michael A. McElroy, David Kaplan, Robert Toth, Richard
Chiarello, Lisa Savino, Gary Quinn, Abraham Poznanski and Douglas
Robinson. None of the Computer Associates Nominees will receive any
additional compensation for their participation in this solicitation.

<PAGE>

Computer Associates owns, through a wholly owned subsidiary, 170,000
shares of common stock of Computer Sciences Corporation. None of the
Computer Associates Nominees owns any shares of Computer Sciences
common stock.

Computer Associates has also retained Bear, Stearns & Co. Inc. and its
affiliates ("Bear Stearns") to provide certain financial advisory
services to Computer Associates. Bear Stearns is acting as Dealer
Manager in connection with the Offer and as financial advisor to
Computer Associates and CAI Computer Services Corp., a wholly owned
subsidiary of Computer Associates, in connection with the proposed
acquisition of the Company, but Bear Stearns has not been retained to
specifically assist in this solicitation. Computer Associates is
obligated to pay to Bear Stearns, if, as more fully described in the
engagement letter relating to Bear Stearns' engagement, during the
term of the engagement or within 12 months thereafter Computer
Associates acquires the Company or more than 50% of its outstanding
voting securities, a fee of $5 million and a fee of $1 million (which
will be credited against such $5 million fee) if Computer Associates
requests Bear Stearns to render a customary fairness opinion. Bear
Stearns is also entitled to act as sole lead underwriter, placement
agent and financial advisor in connection with certain debt and
equity financings (and certain refinancings) and certain asset sales
for a specified period following the acquisition and to receive fees
in connection therewith. In addition, Computer Associates has agreed
to reimburse Bear Stearns for its reasonable expenses, including
reasonable fees and disbursements of its counsel, incurred in
rendering its services under its engagement agreement with Computer
Associates and has agreed to indemnify Bear Stearns against certain
liabilities and expenses in connection with the Offer and the Proposed
Merger, including certain liabilities under the federal securities
laws. Bear Stearns from time to time renders various investment
banking services to Computer Associates and its affiliates for which
it is paid customary fees.

In connection with Bear Stearns' engagement as financial advisor,
Computer Associates anticipates that Michael J. Urfirer, Senior
Managing Director of Bear Stearns, Lisa M. Price, Senior Managing
Director of Bear Stearns and Barry J. Cohen, Senior Managing Director
of Bear Stearns, none of whom will receive additional compensation for
such solicitation, may communicate in person, by telephone or
otherwise with a limited number of institutions, brokers or other
persons who are shareholders for the purpose of assisting in this
solicitation. Bear Stearns will not receive any fee for, or in
connection with, such solicitation activities by its employees apart
from the fees it is otherwise entitled to receive as described above.
None of the above-named employees of Bear Stearns owns any shares of
Computer Sciences Corporation common stock.

<PAGE>
Exhibit (g)(5)

WAYNE W. SMITH (CA Bar 054593)
JOSEPH P. BUSCH, III (CA Bar 070340)
THOMAS S. JONES (CA Bar 165796)
ELIZABETH A. WARKE (CA Bar 185320)
GIBSON, DUNN & CRUTCHER LLP
4 Park Plaza, Suite 1400
Irvine, California 92614-8557
(714) 451-3800 (Telephone)
(714) 451-4220 (Facsimile)

DAVID A. BATTAGLIA (CA Bar No. 130474)
MICHELLE H. TREMAIN (CA Bar No. 187342)
GIBSON, DUNN & CRUTCHER LLP
333 South Grand Avenue
Los Angeles, California 90071-3197
(213) 229-7000 (Telephone)
(213) 229-7520 (Facsimile)

C. STANLEY HUNTERTON (NV Bar No. 1891)
TERRY JOHN CARE (NV Bar No. 4560)
HUNTERTON & ASSOCIATES
Bank of America Plaza
300 South Fourth Street, Suite 1110
Las Vegas, NV 89101
(702) 388-0098 (Telephone)
(702) 388-0361 (Facsimile)

Attorneys for Defendant
COMPUTER SCIENCES CORPORATION

UNITED STATES DISTRICT COURT

DISTRICT OF NEVADA

COMPUTER ASSOCIATES CASE NO. CV-S-98-00278-LDG (RLH)
INTERNATIONAL, INC.,
RESPONSE OF DEFENDANT COMPUTER
Plaintiff, SCIENCES CORPORATION TO PLAINTIFF
COMPUTER ASSOCIATES
v. INTERNATIONAL, INC.'S EX PARTE

<PAGE>

MOTION FOR EXPEDITED HEARING ON
COMPUTER SCIENCES CORPORATION,
CLAIMS FOR DECLARATORY RELIEF.

Defendant. NO HEARING DATE SET
[APPLICATION FOR ADMISSION PRO
HAC VICE ON FILE]

Pursuant to this Court's February 18, 1998 Order, Defendant Computer
Sciences Corporation, a Nevada Corporation ("CSC"), hereby files its response to
Plaintiff Computer Associates International, Inc.'s ("CAI") Ex Parte Motion for
Expedited Hearing On Claims For Declaratory Relief.

<PAGE>

TABLE OF CONTENTS

Page
----

I. INTRODUCTION......................................................... 1
II. CAI'S ACTIONS POSE A THREAT TO CSC'S BUSINESS, RENDERING
EXPEDITED CONSIDERATION APPROPRIATE.................................. 1

III. EXPEDITIOUS TREATMENT IS APPROPRIATE FOR CSC'S CLAIMS
THAT ARE NOT MOOT.................................................... 5

A. Prompt Consideration Of CAI's Section 14 Declaratory Relief
Action Is Appropriate............................................ 5

B. CSC's Proposed Schedule For Expedited Consideration.............. 7

1. The Current State Of The Pleadings........................... 7

2. Discovery On The SEC Filings Claims.......................... 7

3. A Proposed Briefing Schedule for CAI's Motion On The SEC
Filings Claim................................................ 8

IV. THE FEBRUARY 18,1998, CSC BOARD MEETING RENDERED MOOT ALL CLAIMS
IN THE COMPLAINT OTHER THAN THE SEC FILING CLAIMS.................... 9

A. CSC's Board Acted Properly In Amending Its Bylaws................ 9

B. CSC Has Amended Its Bylaws Relating To Action By Written
Consent.......................................................... 11

C. CSC Has Amended Its Bylaws Relating To Removal Of Directors...... 12

D. CSC's Bylaws Concerning The Selection Of Replacement Directors... 13

E. Calling Of Special Meeting Under N.R.S. Section 78.3789.......... 13

F. Annual Meeting Date.............................................. 14

V. CAI'S POSITIONS REGARDING CORPORATE GOVERNANCE HAVE NO MERIT EVEN
UNDER THE PRIOR BYLAWS............................................... 14

A. Nevada Law And CSC's Bylaws Should Be Interpreted Consistent
With The Nevada Legislature's Desire To Prohibit Hurried
Strong-Arm Transactions That Only Benefit The Corporate Raider... 15

B. Nevada's Director Removal Statute Applies to CAI's Attempt to
Unseat CSC Directors............................................. 16

C. Vacancies On The Board Of Directors May Not Be Filled By The
Written Consent Of The Stockholders.............................. 17

D. CSC Has The Authority To Select The Record Date For CAI's
Solicitations................................................... 18

<PAGE>

Page
----

E. CSC's Prior Bylaws Required Written Consent Of Three Fourths
Of Issued And Outstanding Shares To Amend The Bylaws............. 18

F. The CSC Board Has The Right To Determine The Date Of The
Annual Meeting 19 VI. CONCLUSION................................. 21

VI. CONCLUSION........................................................... 21

<PAGE>

TABLE OF AUTHORITIES
--------------------

Page(s)
CASES -------

Abella v. Universal Leaf Tobacco Co.,
546 F. Supp. 795 (E.D. Va. 1982)....................................... 6

Gilbert v. El Paso. Co.,
575 A.2d 1131 (Del. 1990).............................................. 11

Hilton Hotels Corp. v. ITT Corp.,
962 F. Supp. 1309 (D. Nev. 1997), aff'd, 116 F.3d 1485 (9th Cir.
1997).................................................................. 10,20

Hilton Hotels Corp. v. ITT Corp.,
978 F. Supp. 1342 (D. Nev. 1997)....................................... 9

Paramount Communications, Inc. v. Time Inc.,
571 A.2d 1140 (Del. 1989).............................................. 10

Piper v. Chris-Craft Indus. Inc.,
430 U.S. 1 (I 977))................................................... 6

Polaroid Corp. v. Disney,
862 F.2d 987 (3d Cir. 1988);........................................... 6

Presbytery of New Jersey of Orthodox Presbyterian Church v. Florio,
40 F. 3d 1454 (3d Cir. 1994)........................................... 8

Ronson Corp. v. Liquifin Aktiengesellschaft, Liquigas, S.p.A.
497 F.2d 394 (3d Cir. 1974), cert. denied, 419 U.S. 870(1974).......... 6

Skydell v. AresSerono S.A.,
892 F. Supp. 498 (S.D.N.Y. 1995)....................................... 6

Smith v. Van Gorkom,
488 A.2d 858 (Del. 1985)............................................... 9

Unitrin, Inc. v. American General Corp.,
651 A.2d 1361 (Del. 1995).............................................. 10,11

STATUTES

15 U.S.C. Section 78n (West 1997)........................................ 5

Nev. Rev. Stat. Section 78.120........................................... 18

Nev. Rev. Stat.Section 78.138............................................ 9

Nev. Rev. Stat. Section 78.330(l)........................................ 19,20

Nev. Rev. Stat. Section 78.335(l)........................................ 16

Nev. Rev. Stat. Section 78.335(l)(a)..................................... 16

iii

<PAGE>

Page(s)
-------

Nev. Rev. Stat. Sections 78.411-78.444................................... 15

MISCELLANEOUS

Information Week U.K. 2.................................................. 4

Investor's Business Daily, 5............................................. 4

Keith P. Bishop, Nevada Corporation Law & Practice 119 (1994 Supp.)...... 17

Legislative History of 91-4 A.B. 655 of the 66th Session of the Nevada
Legislature p. 75 (attaching Minutes of the Nevada State Legislature,
Joint Senate and Assembly Committees on Judiciary p. 2 (testimony of
Attorney General Frankie Sue Del Papa))................................ 14,15

Los Angles Times, 9...................................................... 4

New York Times, 2........................................................ 4

The Washington Post, 5................................................... 4

William Strunk Jr. & E.B. White, The Elements of Style 2 (3rd. ed.
1979).................................................................. 19,20

<PAGE>

I.
INTRODUCTION.

Evidencing a quickly emerging pattern of premature confrontation, CAI
has come to this Court claiming that it needs expedited treatment of its claims
as stated in its Complaint For injunctive Relief ("Complaint") -- treatment to
which CAI asserts CSC would not agree. 1 CAI is wrong regarding CSC's position.
CSC agrees that expeditious treatment of this matter is both appropriate and
necessary. Events subsequent to the filing of the Complaint, however, have
changed the landscape and narrowed the issues before this Court. Nevertheless,
CSC welcomes an expedited and complete airing of the remaining allegations of
the Complaint and proposes a schedule herein that will achieve just that.

In Section II of this Response, CSC explains the circumstances which
make expedited treatment for the remaining allegations in the Complaint
appropriate. Section III of this Response describes CSC's proposal for expedited
treatment. Section IV explains how many of the allegations of the Complaint are
now moot due to subsequent events. Finally, Section V briefly discusses the
allegations of the Complaint as filed and the lack of merit to them.

II.
CAI'S ACTIONS POSE A THREAT TO CSC'S BUSINESS, RENDERING
EXPEDITED CONSIDERATION APPROPRIATE.

CSC is a service-based company. Its 44,000 employees and 600 offices
world-wide offer a wide range of professional services including management
consulting, information systems

- ----------
1 This Court's Local Rule 7-5 requires any party seeking ex parte relief to
attempt to seek a stipulation from opposing parties with respect to the
matter sought. See United States District Court for the District of Nevada
Local Rule 7-5. This was not necessary, according to CAI, because "Computer
Associates has no reason to believe that Computer Sciences Corporation would
agree to an early hearing on claims which, if resolved in Computer
Associates favor, would facilitate the acquisition Computer Sciences has
rejected." Ex Parte Motion l.n.l. Even this statement misrepresents the
status of affairs as it existed at the time of the filing of the Ex Parte
Motion. CSC had not considered CAI's take over offer and, thus, had not
"rejected" it at the time of the filing. Subsequent to the filing, CSC's
Board of Directors did meet and consider the offer. As a result of that
meeting, on February 19, 1998, CSC's Chief Executive Officer Van B.
Honeycutt sent a letter to Charles Wang rejecting CAI's acquisition offer.

<PAGE>

consulting, development, and integration, outsourcing, and operations support.
Given the core nature of CSC's services to its clients, CSC has made client
security and satisfaction its paramount concern. CAI has carried on a
confrontational campaign designed to force CSC's Board into a rash and
ill-advised decision regarding the sale of CSC and to lure investors on Wall
Street into believing that CSC was "in play."

This campaign began when CAI Chairman Charles Wang and CAI President and
Chief Operating Officer Sanjay Kumar making an unsolicited contact with CSC
Chief Executive Officer Van B. Honeycutt on December 18, 1997. At the meeting,
Wang began by stating, "Wouldn't it be great to be partners." Honeycutt, who
had no idea what he was talking about, indicated that his company already had a
license relationship whereby CSC had the ability to use CAI's software with many
of its clients. Wang then explained that he envisioned a different partnership
through a combination in which CAI purchased CSC. He stated that such a
transaction would be a good strategy for CAI. Honeycutt responded that he could
see no advantage for CSC in such a relationship, an issue which Wang had
neglected to address. Honeycutt stressed that CSC was not up for sale, and that
he could not support any transaction based on the assertions Wang made. At no
time before that meeting, at the meeting, or since has Mr. Honeycutt indicated
that he considered CSC "for sale" or "in play." Nonetheless, Wang proceeded to
make an offer to buy CSC at an unfair and disadvantageous price, in a
transaction which would be detrimental to the interests of CSC and its
customers, employees, and stockholders. Wang punctuated his offer with the
suggestion that, absent a merger, CAI would directly compete with CSC by buying
several small companies in CSC's business.

Subsequently, Mr. Kumar made a number of other unsolicited phone calls
to Mr. Honeycutt, urging that the parties convene a meeting of financial
advisors. Each time Mr. Honeycutt refused. A second brief meeting was held on
February 5, which Honeycutt attended based on the promise that Defendants were
going to reveal their business plan for a combined entity, and therefore explain
how the transaction benefited CSC. Defendants did not keep this promise. At that
meeting, however, neither Mr. Wang nor Mr. Kumar said anything about a business
plan. Instead, Defendants threatened to directly and wrongfully harm CSC if it
refused to
2

<PAGE>

agree to a transaction on CAI's terms. Mr. Honeycutt set forth a series of
reasons why the transaction was unattractive to CSC, many of which were later
contained in his February 18th letter rejecting the offer. Mr. Wang continued to
make statements that CAI would soon compete with CSC or that he would take his
offer to the CSC shareholders with or without the CSC Board's endorsement and
reiterated that CSC would be severely damaged if CSC did not accede to CAI's
demands.

Subsequent to the meeting, inexplicably, Mr. Kumar sent a letter
announcing that a deal had been reached with respect to everything but price.
Mr. Honeycutt was flabbergasted. He spoke with Mr. Kumar and asked him why he
sent the letter. Mr. Honeycutt stressed again in no uncertain terms that no deal
had been reached, that there were no agreements between the parties on anything,
and that the letter did not attempt to summarize any meeting which Mr. Honeycutt
attended. Mr. Honeycutt stated that he would respond to Mr. Kumar's letter with
a letter.

Shortly thereafter, on February 10, 1998, CSC received a widely
publicized "bear hug" letter, restating many of the misrepresentations in Mr.
Kumar's February 6, 1998 letter. In this letter (attached to the Declaration of
Terry Care ("Care Dec.") at Ex. A), Mr. Wang offered a transaction at $108 a
share. Mr. Honeycutt immediately notified the CSC Board of Directors and the
Board scheduled a meeting for Wednesday, February 18, 1998 to consider the
proposal. CAI was notified of this schedule. Before CSC could consider or
respond to Mr. Wang's proposal and without any other contact between Mr.
Honeycutt and CAI, CAI commenced a hostile tender offer, filed preliminary proxy
materials and commenced this action seeking expedited adjudication of various
issues of corporate and securities law.

Throughout this hurried course of events, CAI has engaged in conduct
that nowhere resembles the "reasonable" and "friendly" characterization in the
Complaint. This campaign has included making offers to CSC management and not
waiting for responses, assuming reactions from CSC before it has even had time
to consider the proposals made, making material misrepresentations and omissions
in filings with the United States Securities and Exchange Commission, making
false statements in the press regarding contacts between CAI and CSC, contacting
CSC employees and "welcoming" them to CAI as if the deal had been consummated,

<PAGE>

communicating directly with CSC's customers regarding the future result of the
transaction, and engaging in other potentially unlawful and unseemly activities.
Most importantly, for purposes of expedition, this conduct has resulted in
uncertainty in CSC's customer and employee base regarding CSC's future and the
continued performance by CSC of its services.

CA, a software supplier, has achieved a well-deserved reputation in
industry as being tough on employees and customers alike.(2) This type of
customer relationship is unacceptable in the highly service-based segment in
which CSC operates. Thus, CSC's customer base has expressed significant concern
over the take-over prospects with some customers going so far as to declare
themselves to the press as being "CA free." With uncertainty growing with each
day as to CSC's future and the misrepresentations and material omissions piling
up in the media, CSC too wants to clear the air in order to assure its valued
customers and employees that CSC is committed to continuing the tradition of
unparalleled service in the systems administration market.

In order to quell fears among its customers and employees and in accord
with established corporate principles, at its February 18, 1998 board meeting,
the CSC Board took certain measures to protect CSC, its shareholders, its
customers and its employees and permit the time necessary to maximize value for
the shareholders of CSC.(3) The Nevada Revised Statutes expressly provide, "The
selection of a period for the achievement of corporate goals is the
responsibility of the

- ----------
2 CAI's negative reputation for customer service is well known and well
publicized in the national press. "I've never seen one vendor with so
many dissatisfied customers as CA seems to have" (Investor's Business
Daily, 5/26/95); "I think CA's lack of finesse has cost them in the
customer relations arena" (Los Angeles Times, 9/13/93); "By the early
1990's, Computer Associates had become known for its ravenous appetite
..., for jacking up maintenance costs ... and for pushing its many
licensing contracts at the expense of good customer relations. It was
not uncommon for the company to sue a client over relatively minor
infractions" (New York Times, 2/4/97); "Some customers ... maintain a
strict 'no CA' policy.... Many also claim that after CA acquires a
company and lays off scores of people, customer service falls off"
(Fortune, 7/21/97); "In a ... survey of 50 major CA customers ... 75
percent rated its service as below average" (The Washington Post,
5/10/92). "Computer Associates should be feeling uncomfortable because
it has been treating a lot of customers like dirt - particularly those
it has gained through acquisition. (InformationWeek U.K. 2/20/98). CAI's
terrible reputation is in sharp contrast to that of CSC: "In contrast,
CSC is a customer advocate. As a services company, it has to treat
customers with kid gloves to get repeat business" (Bloomberg, 2/12/98).

3 The CSC Board also met briefly on February 16, 1998 to opt out of the
Nevada Control Shares provision.

<PAGE>

directors." Nev. Rev. Statutes Section 78.120(3). The CSC Board also considered
CAI's offer and rejected it as an "ill-considered and unwelcome attempt to force
an acquisition threatening damages to the value" of CSC. Id. Exh B (attaching
letter from CSC CEO Van B. Honeycutt to Charles Wang, CAI CEO, rejecting offer).
As Mr. Honeycutt explained, the CAI offer did not represent fair value for CSC
in light of CSC's potential for growth in revenues and earnings per share and
the combination simply "does not make sense" considering, among other reasons,
the demand of the customer base to retain platform neutrality -- a facet that
would be lacking once a software vendor teamed with a systems administrator. Id.
As shown below, the bylaws adopted and other acts taken retain the shareholders
enfranchisement but give a breathing space to allow CSC's Board the opportunity
to review its options and conduct CSC's operations in a manner that maximizes
shareholder value and serves all other interests cognizable under Nevada law.

One effect of these changes is to moot much of the Complaint. See infra
Section IV. Thus, as shown below, the only issue remaining in the Complaint to
be considered on an "expedited" basis is that relating to the prayer that CAI's
SEC filings be deemed in conformance with law. CSC agrees that this is an
important issue -- one that must be resolved in a timely and complete fashion.

IV.
EXPEDITIOUS TREATMENT IS APPROPRIATE FOR CS'S CLAIMS
THAT ARE NOT MOOT

A. PROMPT CONSIDERATION OF CAI'S SECTION 14 DECLARATORY RELIEF ACTION IS
APPROPRIATE.

In light of CAI's mootness problem discussed in Section IV, infra, all
that remains is its request that this Court declare that CAI's "Schedule 14D-1
complies with applicable federal law and is not subject to attack by the CSC
Board under section 14(e) of the Exchange Act. "Complaint

1 43. Nothing that the CSC Board at its February 18, 1998 meeting
affected this request and CSC concurs that in order to resolve this action,
prompt attention should be given to this claim.

CAI has asked this Court to deem its disclosure full and truthful in all
material respects and has sued CSC to require it to participate in the process.
Evaluation of CAI's 14D-1 filing requires

<PAGE>

that CSC be given the opportunity to conduct discovery. Section 14 prohibits
"any person to make any untrue statement of a material fact or omit to state any
material fact necessary in order to make the statements made not misleading, or
to engage in any fraudulent, deceptive, or manipulative acts or practices, in
connection with any tender offer or request or invitation for tenders, or any
solicitation of security holders in opposition to or in favor of any such offer,
request, or invitation." 15 U.S.C. Section 78n (West 1997). Courts routinely
recognize that a Section 14 analysis of a proxy statement or tender offer
requires a searching review of the documents, the statement and assertions made
therein, its factual underpinnings, the assumptions made in the SEC filings and
the conclusions drawn. See, e.g., Ronson Corp. v. Liquifin Aktiengesellschaft,
Liquigas, S.p.A, 497 F.2d 394 (3d Cir. 1974), cert. denied, 419 U.S. 870 (1974).
This requirement is not surprising given that the purpose of Section 14 is to
compel disclosure of information pertaining to tender offers and proxy
solicitations to public shareholders of target companies allowing them to make
an informed decision. See, e.g., Piper v. Chris-Craft Indus. Inc., 430 U.S. 1
(1977) ("The purpose of the Williams Act is to insure that public shareholders
who are confronted by a cash tender offer for their stock will not be required
to respond without adequate information . . . " (quoting Rondeau v. Mosinee
Paper Corp., 422 U.S. 49, 58 (1975)); Skydell v. AresSerono S.A., 892 F. Supp.
498 (S.D.N.Y. 1995); see also Polaroid Corp. v. Disney, 862 F.2d 987 (3d Cir.
1988) ("The theory of the [Williams] Act is that shareholders are unable to
protect their interests fully in making ... decisions if the tender offerer
fails to provide all material information regarding the offer."); Abella v.
Universal Leaf Tobacco Co., 546 F. Supp. 795 (E.D. Va. 1982) (purpose of
Section 14 is to ensure full disclosure).

CAI has asked this Court to deem its disclosures full and truthful in
material respects. In an effort to assist this Court in making that
determination, CSC proposes an expedited discovery schedule to assess just that
issue. Only once this discovery has occurred can meaningful consideration begin
as to whether CAI discharged its Section 14 responsibilities.

<PAGE>

B. CSC's PROPOSED SCHEDULE FOR EXPEDITED CONSIDERATION.

Expeditious handling of this case requires that a pleading schedule
be established to correct the current state of the pleadings, that a discovery
schedule be implemented, and that a briefing schedule on CAI's request for
declaratory relief regarding its SEC filings be set.

1. THE CURRENT STATE OF THE PLEADINGS.

Most of the claims asserted in the present complaint are moot based on
the events of this past week. See infra. The only claim that has not been mooted
is CAI's request that its submissions to the Securities and Exchange Commissions
be declared lawful ("the SEC Filings Claim"). Accordingly, CAI should be
required to file an amended complaint if it desires to assert any claims other
than the SEC Filings Claim by not later than February 26, 1998.

2. DISCOVERY On THE SEC FILINGS CLAIMS.

Today, CSC has served its first round of discovery on CAI and third
parties relating to the SEC Filings Claim. A copy of that discovery is appended
hereto for the Court's reference as Exhibit C to the Care Declaration. That
discovery establishes the following broad schedule:

o CAI will produce responsive documents by not later than March 6,
1998. Because the date is shorter than the 30 days contemplated
by Rule 34 of the Federal Rules of Civil Procedure, CSC requests
that the Court exercise discretion under Rule 34 and reduce the time
required for CAI's response to permit the expedited handling of this
matter. The production of documents prior to taking depositions will
make the depositions more efficient, and will obviate the need to
reconvene depositions after the documents have been produced.

o Custodians of record for third parties will produce responsive
documents on March 9 or during that week.

o Depositions of four of CAI's officers and inside directors will take
place during the weeks of March 16 and 23. Because Rule 30 of the
Federal Rules of Civil Procedure imposes a 10 witness limit on the
number of depositions that can be taken and CSC has noticed the
depositions of 15 percipient witnesses and seven custodians of
record, CSC requests leave of Court to take the indicated
depositions.

<PAGE>

o Depositions of CAI's four outside directors will commence on March
27 and be completed during the week of March 30.

o Nothing is scheduled during the period from April 2 through April 10
due to the Holy Week, Easter and Passover observances.

o The depositions of two of CAI's advisors and of its five financiers
will take place during the weeks of April 13 and April 20.

Under this schedule, CSC contemplates that it will be finished with its
discovery on the SEC Filings Claim by April 23. More time may be needed to
conduct additional discovery dependent upon any amended claims asserted by CAI

3. A PROPOSED BRIEFING SCHEDULE FOR CAI's MOTION On THE SEC FILINGS
CLAIM.

CAI's motion is devoid of any evidentiary support for its demand that
this Court find its SEC filings to be adequate. CSC assumes that CAI plans to
file support for its request for a declaration on the SEC Filings Claim. CSC
proposes that the following schedule be adopted:

o CAI will file and serve by either personal service or by fax its
papers in support of its motion on or before May 4, 1998.

o CSC will file and serve by either personal service or by fax its
opposition to the motion on or before May 25, 1998.

o CAI will file and serve by either personal service or by fax its
reply in support of the amended motion on or before June 8, 1998.

o A hearing will be conducted on CAI's motion on or after June 15,
1998, dependent on this Court's schedule.

CSC will propose a briefing schedule on any motion for any other claim asserted
by CAI in an amended complaint at such time as CSC has had an opportunity to
review that amended complaint.(4)

- ----------
(4) CSC has filed concurrently herewith a Proposed Order setting forth these
dates.

<PAGE>

IV.
THE FEBRUARY 18,1998, CSC BOARD MEETING RENDERED MOOT ALL
CLAIMS IN THE COMPLAINT OTHER THAN THE SEC FILING CLAIMS.

Declaratory relief is inappropriate where subsequent events have
materially changed the underlying basis. See, e.g., Presbytery of New Jersey of
Orthodox Presbyterian Church v. Florio, 40 F.3d 1454, 1463 (3d Cir. 1994). This
flows from the prohibition that federal courts should not render advisory
opinions. Id. The Complaint seeks either declaratory or injunctive relief under
a number of CSC bylaw provisions in effect at the time Mr. Wang first contacted
Mr. Honeycutt. These provisions are no longer in force thus rendering the
alleged factual predicate to much of the Complaint void.

A. CSC'S BOARD ACTED PROPERLY IN AMENDING ITS BYLAWS.

In Nevada, as elsewhere, it is a well-settled principle that the
business and affairs of a corporation are managed by its board of directors.
Each member of that board, in carrying out his or her managerial role, is
"charged with an unyielding fiduciary duty to the corporation and its
shareholders." Smith v. Van Gorkom, 488 A.2d 858, 872 (Del. 1985).(5) In acting
in this fiduciary capacity, a director is legally obligated to proceed with a
"critical eye" in assessing information presented to him or her, in order to
exercise an "informed business judgment" relating to decisions affecting the
future of a corporation or its shareholders. Id.

In the specific context of a takeover proposal, paramount among a
director's fiduciary duties is the careful and considered evaluation of the
takeover proposal. Legislatures and courts have each created an affirmative duty
on a director "to act in an informed and deliberate manner in determining
whether to approve an agreement of merger before submitting the proposal to the
stockholders." Id. at 873. Contrary to CAI's suggestion, the directors are not
simply a conduit through which a shareholder meeting is called for each and
every takeover proposal. Indeed, a

- ----------
(5) This Court has stated that "[w]here, as here, there is no Nevada
statutory or case law on point for an issue of corporate law, this
Court finds persuasive authority in Delaware case law. " Hilton
Hotels Corp. v. ITT Corp., 978 F. Supp. 1342, 1346 (D. Nev. 1997)

<PAGE>

director violates this fiduciary duty by leaving to the shareholders alone the
decision to approve or disapprove such a proposal. Id. Under Nevada law, the
director's decision involves consideration of "[t]he interests of the
corporation's employees, suppliers, creditors and customers," and "[t]he
long-term as well as short-term interests of the corporation and its
stockholders, including the possibility that these interests may be best served
by the continued independence of the corporation." Nev. Rev. Stat. Section
78.138 (emphasis added).

While clearly ignored by CAI, the CSC Board also has the ability to
declare itself not for sale -- a refusal to entertain offers may comport with a
valid exercise of business judgment. There is simply no duty imposed on a board
of directors to negotiate with third parties, or sell a corporation whenever a
premium price is offered, as long as the directors make a good faith, informed
decision that it would be in the corporation's best interest to reject the
offer. See Unitrin, Inc. v. American General Corp., 651 A.2d 1361 (Del. 1995)
(noting recognition of the "prerogative of a board of directors to resist a
third party's unsolicited acquisition proposal offer."); Paramount
Communications, Inc. v. Time Inc., 571 A. 2d 1140, 1154 (Del. 1989) ("Directors
are not obligated to abandon a deliberately conceived corporate plan for
short-term shareholder profit unless there is clearly no basis to sustain the
corporate strategy.").

Meeting just eight days after receipt of the "bear hug" letter, and mere
hours after CAI launched its full out assault on CSC and its shareholders, the
CSC Board adopted measures designed to give it time to consider the offer, and
make a proper, well-informed recommendation to its shareholders.(6) The CSC
Board affected this result through revising some of its bylaws ("Revised
Bylaws"). In doing so, the CSC Board embarked on a course that will maximize CSC
shareholder value and, ultimately, permit the shareholders to reasonably
consider all options before deciding on a resolution. In the takeover context,
the question of who decides when and how an offer is taken to the shareholders
is often crucial and disputed. The raider, fearful of other bidders or the
ability of the target to gather itself and demonstrate its true and superior
value as a stand-

- ----------
(6) None of these measures "entrenched" the CSC Board as each board
member will stand for election at the next CSC shareholder meeting.

<PAGE>

alone entity, wishes to force the issue quickly on the target's shareholders,
often proclaiming "sell now or lose your chance." The false sense of urgency is
designed to force the shareholders into an ill-informed decision. As most
raiders do, CAI advances the proposition that it may decide when and how the
CSC shareholders will consider its offer and argues for a quick resolution with
a low threshold necessary to remove impediments. Nevada law, as previously
interpreted by this Court, however, clearly vests the decision as to timing and
the manner of consideration in the CSC Board. See Hilton, 962 F. Supp. at 1311.
This flows from the duty of the CSC Board both to consider the offer in a
meaningful fashion as well as the duty to maximize shareholder value. These
tasks cannot be performed without a thorough evaluative process, as CAI well
knows, and the law does not permit the raider to force a hurried schedule which
fits the raider's agenda.

The amendment of bylaws in this type of context has long been recognized
as a proper exercise of fiduciary duty by a board of directors, as long as such
measures are neither preclusive nor coercive. See Unitrin, 651 A.2d at 1388 n.38
("[D]epending upon the circumstances, the board may respond to a reasonably
perceived threat by adopting individually or sometimes in combination: advance
notice by-laws, supermajority voting provisions, shareholder rights plans,
repurchase programs, etc."). Indeed, given the duties of care and loyalty,
which clearly prevent the CSC board "from being a passive instrumentality in the
face of a perceived threat to corporate control," see Gilbert v. El Paso. Co.,
575 A.2d 1131 (Del. 1990), CSC's revision of some of its bylaws, in order to
make a proper well-informed consideration of CAI's offer was a prudent reaction
to CAI's threats.

B. CSC HAS AMENDED ITS BYLAWS RELATING TO ACTION BY WRITTEN CONSENT.

CAI's complaint seeks this Court's declaration that, pursuant to CSC's
Bylaws, holders of a majority of CSC's shares can amend CSC's Bylaws by their
written consent. Complaint paragraph 34. The Bylaws upon which CAI rely, Article
VIII, Section 1 and Article II, Section 10, were amended by the CSC Board.
Article VIII, Section 1 of the Bylaws now provides that:

Bylaws may be adopted, amended or repealed by the affirmative vote
of more than eighty percent (80%) of the outstanding voting shares of
this corporation.

<PAGE>

Revised Bylaws, Article VIII, Section 1 . The Revised Bylaw is clear that an
eighty percent (80%) vote of stockholders is required to amend the Bylaws.
Article II, Section 10 of the Bylaws was amended to read as follows:

Any action, except election of directors, which may be taken by a vote of
the stockholders at a meeting, may be taken without a meeting and without
notice if authorized by the written consent of stockholders holding at
least ninety percent (90%) of the voting power.
Revised Bylaws, Article II, Section 10.

Thus holders of eighty percent (80%) of the outstanding stock may amend
the Bylaws by a vote at a stockholders' meeting and holders of ninety percent
(90%) of the stock may amend the Bylaws by written consent. Although section
78.320(2) of the Nevada Revised Statutes is clear that the Bylaws may entirely
eliminate the ability of stockholders to act by written consent, the Bylaw
amendment tightened, but did not eliminate the possibility of action by written
consent of the stockholders. Section 78.320(l) is equally plain that the Bylaws
may require a higher proportion than a simple majority for stockholder action by
vote. CSC's amendment of Article VIII, Section 1 and Article II, Section 10 of
its Bylaws are consistent with these powers. Accordingly, CAI's request on this
subject is now moot.

C. CSC HAS AMENDED ITS BYLAWS RELATING TO REMOVAL OF DIRECTORS.

CAI asks this Court to declare "that two-thirds of the stockholders may
remove a sufficient number of existing directors to enable the stockholders to
designate a majority of the board." To the extent CA's argument is based on the
language of the statute, it is simply wrong. Section 78.335(l) of the Nevada
Revised Statutes could not be clearer. See infra Section V(B).

In order to clarify application of the statue, the CSC Board amended
Article III, Section 2 of the Bylaws to eliminate the recitation of the
statute's two-thirds requirement for removing directors, which is applicable
only to corporations that do not provide for cumulative voting in the election
of directors. The Revised Bylaw is consistent with the statutory requirement for
the removal of directors in a company with cumulative voting.

<PAGE>

Accordingly, the Revised Bylaws now simply reinforce and restate the
statutory requirement that a director elected through cumulative voting may only
be removed by votes sufficient to have prevented his or her election in the
first place -- here ninety percent of the outstanding shares (90%) plus one.

D. CSC's BYLAWS CONCERNING THE SELECTION OF REPLACEMENT DIRECTORS.

CAI seeks to be able to fill any CSC Board vacancies it creates (either
through removal or expanding the CSC Board from nine to fifteen) with its
nominees by written consent, without having to undergo the "inconvenience" of
the democratic process. As noted previously, Section 78.320(2) of the Nevada
Revised Statutes provides that the bylaws of a corporation may modify, or even
eliminate the ability of stockholders to take action by written consent without
a meeting. Also as noted above, the CSC Board amended Article II, Section 10 to
provide that a ninety percent (90%) standard shall apply to action by written
consent, instead of the seventy-five percent (75%) standard in the
pre-amendment Bylaws. Both before and after such amendment, however, Article II,
Section 10 prohibited the election of directors by written consent. CAI argues
that a lower standard is required to elect directors by written consent than
applies to any other action of stockholders by written consent. This argument is
discussed infra Section V(E). The Revised Bylaws clearly recognize that it is in
the interest of CSC and its stockholders that the directors are to be selected
in an open forum, and not by a corporate raider secretly collecting written
consents of a bare majority of the stock. The language of the old and Revised
Bylaw could not be clearer.

E. CALLING OF SPECIAL MEETING UNDER N.R.S. SECTION 78.3789.

CAI argues that under section 78.3789 of the Nevada Revised Statutes, it
has the power to call a special meeting of the stockholders of CSC. CSC's Board,
however, has amended the Bylaws to "opt out" of the provisions of the
"Acquisition of Controlling Interest" provisions of the Nevada General
Corporation Law (including section 78.3789) as is permitted under Nevada law.
Accordingly, CAI is without power to seek a special meeting under a statutory
provision that no longer applies to CSC.

<PAGE>

F. ANNUAL MEETING DATE.

CAI also asks this Court to declare that "under its Bylaws, the CSC
annual meeting must occur on August 10, 1998." CSC's last annual meeting was
held in August 1997, just 7 months ago. While the bylaws in effect at the
commencement of CAI's efforts committed the date of the annual meeting to the
sound discretion of the CSC Board, the bylaws also included a "default" date in
August of 1998, absent exercise of that discretion. The CSC Board amended
Article II, Section 2 of the Bylaws on February 18, 1998 to remove the default
date and unambiguously state that "Annual meetings of the stockholders shall be
held at such time and date as the Board of Directors shall determine." Revised
Bylaw Art. II, Section 2. Accordingly, the Bylaws contain no language tying the
date of the annual meeting to any particular date. The power to set the date of
an annual meeting is committed to the sound discretion of the Board. Section
78.330(l) of the Nevada Revised Statutes explicitly states that "Unless
otherwise provided in the bylaws, the Board of Directors have the authority to
set the date, time and place for the annual meeting of stockholders.

V.
CAI'S POSITIONS REGARDING CORPORATE GOVERNANCE HAVE NO
MERIT EVEN UNDER THE PRIOR BYLAWS.

CSC expects that CAI may challenge the February 18, 1998 action taken by
the CSC Board (if it has not done so already) through the filing of an amended
complaint seeking to overturn the measures adopted.(7) Even if CAI were able to
reverse the Revised Bylaws (there is no basis for that result), CAI's tortured
construction of CSC's former bylaws and Nevada corporate law cannot stand.

- ----------
(7) Procedures for dealing with such an amended complaint are considered
infra, Section IV. While CSC would not object, in principle, to advancing
discovery on any amended complaint, it is simply premature to consider
whether a hypothetical future amended complaint is deserving of such
treatment. If and when such an amended complaint is filed, CSC will
consider stipulating to expedited treatment in accord with local rules
or, if appropriate, oppose such a request if not warranted.

<PAGE>

A. NEVADA LAW AND CSC'S BYLAWS SHOULD BE INTERPRETED CONSISTENT WITH THE
NEVADA LEGISLATURE'S DESIRE TO PROHIBIT HURRIED STRONG-ARM TRANSACTIONS
THAT ONLY BENEFIT THE CORPORATE RAIDER.

A single purpose lies at the core of each CAI request: to force a quick
and uninformed vote by the CSC shareholders on CAI's proposal. Before proceeding
with an analysis of the mechanics by which CAI seeks to accomplish this goal,
the aims of Nevada law should first be considered to inform any decision that
the Court reaches regarding the effect of Nevada law or the bylaws that it
governs.

In late 1989, the Nevada Secretary of State decided to take a hard look
at Nevada corporate law and to revise it "in order to remain in the forefront of
corporation activity throughout the country." Legislative History of 91-4 A.B.
655 of the 66th Session of the Nevada Legislature p. 75 (attaching Minutes of
the Nevada State Legislature, Joint Senate and Assembly Committees on Judiciary
p.2 (testimony of Attorney General Frankie Sue Del Papa)). To that end, Nevada
employed the law firm of Vargas and Bartlett, under the guidance of corporate
lawyer John Fowler, to study the then existing Nevada corporate law, evaluate it
in many respects and then propose changes along with explanations of those
changes. Id. As a result of this review, Vargas and Bartlett proposed adoption
of the Nevada Business Combinations statute, Nev. Rev. Stat. Sections
78.411-78.444. The purpose of this statute was "to encourage those wishing to
acquire corporations to negotiate with the board of directors of the corporation
before attempting to do so" and to allow the directors "to consider the
interests of employees, suppliers and their communities as well as the
long-range prospects of the company when making corporate decisions." Testimony
of John P. Fowler May 7, 1991, p.4-5. Thus, "[g]iven time permitted by the more
measured approach required by the 'business combination' statute, the board of
directors can then make calm and deliberate long-range decisions which Nevada
corporations, and our economy as a whole,

<PAGE>

most emphatically need." Id. (emphasis added).(8) With these comments in mind,
the Nevada legislature proceeded to adopt the Nevada Business Combinations
statute.

While a more exhaustive discussion of the reasons that underlie the
Nevada Corporate law will await another day, it is worth noting that CAI's
lawsuit seeks to accomplish exactly what the Nevada legislature sought to avoid:
a quick and ill considered rush to the shareholders with a hostile tender offer.

B. NEVADA'S DIRECTOR REMOVAL STATUTE APPLIES TO CAI'S ATTEMPT TO UNSEAT CSC
DIRECTORS.

CAI states that it intends to remove the entire Board of Directors of
CSC. CAI Brief at 12. Under Nevada General Corporation Law section 78.335(l),
"[a]ny director may be removed from office by the vote of the stockholders
representing two-thirds of the outstanding voting power." Nev. Rev. Stat.
Section 78.335(l). However, there is an exception to the foregoing rule that
exists for corporations which have cumulative voting -- such as CSC.(9) In such
cases, no director may be removed "except upon the vote of stockholders owning
sufficient shares to have prevented his election to office in the first
instance." 10 Nev. Rev. Stat. Section 78.335(l)(a). The effect of this provision
is to require ninety percent (90%) of the shareholders votes plus one to remove
a director.(11)

- ----------
(8) Indeed, the intent of Nevada law was put into focus by opponents of the
statute ultimately adopted. In opposition to the Vargas and Bartlett
authored revisions, Mark Goldstein wrote to the Nevada Legislature
arguing that statutes that slow down the merger process "cause investors
to shun stock. A stock purchaser may buy shares expecting to profit from
the sale of the company. The company will not be sold and the stock
purchaser will lose money. The purchaser will not buy shares in state
with laws that discourage these types of profits. Legislative History of
91-4 A.B. 655 of the 66th Session of the Nevada Legislature p. 102.
Notwithstanding Mr. Goldstein's admonition that the new law would "slow
down" the merger process and deter buyers looking for a quick profit in
Nevada companies, the Nevada legislature adopted the statute.

(9) CSC's Articles of Incorporation provide for cumulative voting. CSC
Articles, Article Fourth, "Cumulative Voting."

(10) This provision is included almost verbatim in CSC's Bylaws. CSC Bylaws
Art. III, Section 2.

(11) The process of cumulative voting allows a shareholder to "accumulate" the
number of votes he or she would be permitted to cast in favor of or
against all directors, and instead vote them for or against a single
director or in any manner he or she wishes. For example, [Footnote
continued on next page]

<PAGE>

CAI's proposal to remove directors from CSC's board must satisfy the
cumulative-voting removal provision set forth in section 78.335(l)(a). The
two-thirds voting standard for companies without cumulative voting set forth in
section 78.335(l) does not apply. Undaunted by the plain language of the
statute, CAI suggests that this provision should not be applied and asks this
Court to judicially amend the director removal statute. This Court should
decline CAI's invitation to substitute CAI's version of corporate wisdom for
that of the Nevada Legislature.

C VACANCIES ON THE BOARD OF DIRECTORS MAY NOT BE FILLED BY THE WRITTEN
CONSENT OF THE STOCKHOLDERS.

CAI requests a declaration that a majority of CSC's stockholders may fill
vacancies on the CSC Board and that they may do so pursuant to an action by
written consent. While it is true that CSC's stockholders have the authority,
which they share with the remaining Board members, to fill Board vacancies
resulting from removals, CAI's argument that the stockholders may fill such
vacancies by written consent is clearly contradicted by the plain language of
CSC's Bylaws.

CAI's argument that stockholders may fill Board vacancies by written
consent is based on its interpretation of Article II, Section 10 of CSC's
Bylaws. Prior to its amendment, Article II, Section 10 provided that "[a]ny
action, EXCEPT ELECTION of DIRECTORS, which may be taken by a vote of the
stockholders at a meeting, may be taken without a meeting and without notice if
authorized by the written consent of stockholders holding at least three-fourths
of the voting power" (emphasis added). CAI strains to interpret this provision
to mean that CSC's stockholders may take any action by written consent if at
least 75% of the voting shares are obtained, except that to elect directors the
written consent of only 50% of the voting shares is required. This
interpretation of Article II, Section 10 ignores the plain meaning of the
provision, which clearly carves out the election of directors from stockholder
actions that can be taken by written consent.

- ----------
[Footnote continued from previous page] under cumulative voting, a holder of one
share of CSC stock in an election of nine directors could either (i) cast all
nine votes for or against any one director; (ii) cast one vote for or against
each of the nine directors; or (iii) split the nine votes among various
directors in any way he or she chooses.

<PAGE>

D. CSC HAS THE AUTHORITY TO SELECT THE RECORD DATE FOR CAI'S SOLICITATIONS.

Prior to 1991, section 78.350(3) of the Nevada Revised Statutes granted
statutory authority to a board to set the record date for solicitation of
written consents. CAI claims that the Nevada legislature's repeal of subsection
3 of Section 78.350 "specifically removed [CSC's] power to set record dates for
solicitations of written consents and agent designations." CAI Brief at 25. The
absence of a specific statutory grant of authority, however, does not limit
CSC's power to set record dates for solicitations. A respected treatise on
Nevada corporation law specifically refers to section 78.350(3) and concludes
that "In the absence of these statutory rules, the bylaws should make provision
for the fixing of record dates. There appears no reason why the bylaws could not
include substantially similar rules to the former statutory provisions." Keith
P. Bishop, Nevada Corporation Law & Practice 119 (1994 Supp.). Thus, consistent
with previous section 78.350(3), Article 5, Section 5(b)-(c) of CSC's bylaws
validly empowers the board to set the record date for written consents and agent
designations. See also Nev. Rev. Stat. Section 78.120 (stating that statutory
provision act as limitation, not affirmative grants, on board of directors'
power to administer the affairs of the corporation).

E. CSC'S PRIOR BYLAWS REQUIRED WRITTEN CONSENT OF THREE FOURTHS OF ISSUED
AND OUTSTANDING SHARES TO AMEND THE BYLAWS.

Prior to amendment on February 18, 1998, amendment of the CSC Bylaws by
written consent required written consent from the holders of at least
three-fourths of the issued and outstanding shares of common stock. Article II
Section 10 of the Old Bylaws provided that any action that stockholders could
take at a meeting of the stockholders, except for the election of directors,
"may be taken without a meeting and without notice if authorized by the written
consent of stockholders holding at least three-fourths of the voting power."
CAI incorrectly interprets this section as merely providing a "general
authorization" for shareholder action by written consent of three-fourths of the
voting shares "if there is no more specific provision for shareholder action by
written consent." CAI Brief at 15. In fact, this section provided no exceptions
to the three-fourths requirement for any action by written consent (except for
the election of directors, which can not

<PAGE>

be done by written consent at all); therefore, this section governed all actions
to be done by written consent.

Article VIII Section 1 of the CSC Bylaws previously provided that the
bylaws may be amended by the stockholders "by the affirmative vote or written
consent of a majority of the outstanding voting shares of this corporation,
except as otherwise provided . . . elsewhere in these Bylaws." This section,
when read alone, might appear to allow amendments to the bylaws by written
consent of the holders of only a majority of the outstanding shares; however,
this section specifically limited the general power to amend by stating that
other sections of the bylaws might provide different requirements that must
instead be followed. Thus, this section is subordinate to, and must be read in
conjunction with, any section of the bylaws that imposed different and
controlling requirements, and, in this instance, Article II Section 10 of the
bylaws is a sdction that imposed different and controlling requirements by
requiring, without exception, that actions by written consent must be authorized
by holders of three-fourths of the outstanding shares.

F. THE CSC BOARD HAS THE RIGHT TO DETERMINE THE DATE OF THE ANNUAL MEETING.

Nevada corporate law grants a board of directors the "authority to set
the date, time and place for the annual meeting of stockholders." Nev. Rev.
Stat. Section 78.330(l). Similarly, Art. II, Section 2, as amended, of CSC's
bylaws states that "[a]nnual meetings of the stockholders shall be held at such
time and dates as the Board of Directors shall determine. CAI asks this Court to
ignore this plain language and to force the CSC Board to schedule an annual
meeting in August.

CAI arrives at its conclusion that an annual meeting must be held in
August through yet another tortured interpretation of the superseded version of
Art. II, Section 2 which provided in relevant part:(12)

- ----------
(12) The current version of Art. II, Section 2 is clear that the Board has the
authority to set the time and date for the annual meeting. It is not tied
to any specific date. But even under the previous version of Art. II,
Section 2, CSC's Board was the ultimate authority on when to hold an
annual meeting.

<PAGE>

[a]n annual meeting of the stockholders shall be held on the second
Monday in August, if not a legal holiday, and if a legal holiday, then on
the next secular day following at 2:00 p.m., OR at such other time and
date as the Board of Directors shall determine.

(emphasis added). According to CAI, this bylaw purportedly means that CSC's
Board only has the authority to schedule the date of the annual meeting in the
limited instance when the second Monday in August is a legal holiday. (Complaint
at paragraph 38). This argument is fanciful at best.

CAI disregards basic rules of grammar. The language in Art. II, Section
2, "if not a legal holiday, and if a legal holiday, then on the next secular day
following at 2:00 p.m.," is a series of dependent clauses occurring within a
sentence. As such, it must always be set-off by commas when it interrupts the
flow of the sentence. William Strunk Jr. & E.B. White, The Elements of Style 2
(3rd. ed. 1979). The comma after "2:00 p.m." indicates the end of the dependent
clauses and the resumption of the main thought of the sentence. Id. The result
is that an annual meeting can be held either in August or at such other time and
date as the Board determines.

The conclusion that the Board has the authority to set the date of the
annual meeting is reinforced by the case law. See, e.g., Hilton Hotels Corp. v.
ITT Corp., 962 F. Supp. 1309, 1310-11 (D. Nev. 1997), aff'd 116 F.3d 1485 (9th
Cir. 1997). In Hilton, Hilton made a hostile tender offer and sought a
preliminary injunction requiring the target, ITT Corp., to hold its annual
meeting in May. ITT responded that it retained the discretion to set a later
date, even if the decision to set the later date was in response to Hilton's
tender offer. In denying Hilton's motion, the court noted that Nevada law did
not require that ITT's annual meeting be conducted on a specific date. Id. at
1309. According to the court, section 78.345 requires only that an annual
meeting occur not later than 18 months after the last annual meeting. Id. at
1310. Thus, Nevada's corporation law sets the outer limit of time that may pass
between annual meetings, but it does not set the specific date the annual
meeting must occur within this 18 month period.(13) That decision is

- ----------
(13) CSC's Board has not yet scheduled a date and time for the annual meeting
nor has 18 months passed since the last annual meeting.

<PAGE>

left to the Bylaws and the Board of Directors of a corporation. Nev. Rev. Stat.
Section 78.330(l). Here, even under the old version of Art. II, Section 2, it is
clear that CSC's Board determines the date of the annual meeting and only if the
Board does not exercise that discretion does August become the date for the
meeting.

VI.
CONCLUSION

For the foregoing reasons, CSC respectfully requests that this Court
grant expedited treatment to the portions of the Complaint now on file that are
not moot and enter an order: (1) granting expedited treatment of the SEC Filings
Claims; (2) setting February 26, 1998 as the date for the filing of any amended
complaint by CAI; (3) shortening the time periods applicable under Federal Rule
of Civil Procedure 34; (4) setting March 6, 1998 as the date by which CAI will
serve documents responsive to CAI's request; (5) granting CSC leave to notice in
excess of ten depositions; and (6) setting a briefing schedule for CAI's motion.

DATED: February ,1998.
--

WAYNE W. SMITH
JOSEPH P. BUSCH, III
DAVID A. BATTAGLIA
THOMAS S. JONES
ELIZABETH A. WARKE
GIBSON, DUNN & CRUTCHER LLP

C. STANLEY HUNTERTON
TERRY JOHN CARE
HUNTERTON & ASSOCIATES

By:
---------------------------------
Terry John Care

Attorneys for Defendant
COMPUTER SCIENCES CORPORATION

<PAGE>
Exhibit (g)(6)
GIBSON, DUNN & CRUTCHER LLP
WAYNE W. SMITH (Bar No. 054593)
DAVID A. BATTAGLIA (Bar No. 130474) ORIGINAL FILED
MICHELLE H. TREMAIN (Bar No. 187342)
ROBYN C. CROWTHER (Bar No. 193840)
333 South Grand Avenue FEB 23 1998
Los Angeles, California 90071-3197

(213) 229-7000 SUPERIOR COURT

Attorneys for Plaintiff
COMPUTER SCIENCES CORPORATION

SUPERIOR COURT OF THE STATE OF CALIFORNIA

FOR THE COUNTY OF LOS ANGELES

CENTRAL DISTRICT

COMPUTER SCIENCES CASE NO. BC186394
CORPORATION, a Nevada
corporation headquartered in
Los Angeles County, COMPLAINT FOR:

Plaintiff, (1) UNFAIR, UNLAWFUL, AND FRAUDULENT
BUSINESS ACTS AND PRACTICES IN
VIOLATION OF CALIFORNIA BUSINESS AND
V. PROFESSIONS CODE SECTIONS 17200
ET SEQ., INCLUDING:
(a) IMPROPER ATTEMPT TO BUY LOYALTY;
COMPUTER ASSOCIATES (b) ATTEMPTED ECONOMIC DURESS;
INTERNATIONAL, INC., a Delaware (c) FRAUD AND DECEIT;
corporation; CHARLES B. WANG, (d) IMPROPER. INTENTIONAL
an individual; SANJAY KUMAR, INTERFERENCE;
an individual; CORPORATE DOES (e) UNFAIR BUSINESS ACTS.
1-50 and INDIVIDUAL DOES 51-100,
inclusive,
(2) ECONOMIC DURESS;
Defendants.
(3) INTENTIONAL INTERFERENCE WITH
PROSPECTIVE ECONOMIC ADVANTAGE AND
CONTRACTUAL RELATIONS;
(4) CONSPIRACY.

<PAGE>

Plaintiff COMPUTER SCIENCES CORPORATION ("CSC"), for its Complaint in
this matter, avers and alleges, upon knowledge as to itself and upon information
and belief as to all other matters, as follows:

NATURE OF ACTION

1. Defendants Computer Associates International, Inc. ("Computer
Associates"), Charles B. Wang ("Wang"), and Sanjay Kumar ("Kumar") (collectively
"Defendants") have engaged, and continue to engage, in an unfair, unlawful and
fraudulent scheme to attempt to acquire CSC at less than its value by employing
wrongful and illegal means. They first attempted to buy the loyalty of CSC's
senior executive in the hopes of acquiring CSC for $100 a share. They then
threatened to damage CSC and its relationships with its employees and customers
if CSC did not sell at a disadvantageous and unfair price and in a transaction
which would be detrimental to the interests of CSC and its customers, employees,
and stockholders. Then they commenced a continuing campaign of fraud and
interference in order to continue to attempt to pressure CSC to sell the company
on Defendants' terms.

2. Defendants are aware that if they are successful, they are able to
acquire CSC at a price far less than its value. They also recognize that even if
they fail, they will have damaged CSC just before launching a major competitive
initiative against it. Either way, Defendants' misconduct is rewarded -- unless
it is immediately halted by this Court.

THE PARTIES

COMPUTER SCIENCES CORPORATION

3. Complainant CSC is a Nevada corporation with its principal place of
business located in Los Angeles County at 2100 E. Grand Avenue, El Segundo,
California 90245. Its common stock is listed on the New York Stock Exchange
under the symbol "CSC." CSC is in the business of providing clients with a wide
range of professional services, including management consulting, information
systems consulting, development and integration, outsourcing, and operations
support. It has approximately 44,000 employees in nearly 600 offices worldwide.
The Chairman of the Board, President, and Chief Executive Officer of CSC is Van
B. Honeycutt ("Honeycutt")

<PAGE>

4. CSC's robust financial condition includes a compound annual growth
rate of 20.4 percent in revenue over the past five years, and a 26.3 percent
compound annual increase in income before special items for the same period. CSC
has had larger gains in market share and revenue than its primary competitor in
fifteen of the last sixteen quarters. It has won or implemented $6.7 billion in
large outsourcing contracts over the last twelve months.

COMPUTER ASSOCIATES INTERNATIONAL, INC.

5. Defendant CAI is a Delaware corporation with its principal executive
offices located at One Computer Associates Plaza, Islandia, New York 11780. Its
common stock is listed on the New York Stock Exchange under the symbol "CA."
CAI is in the business of developing, licensing and supporting computer software
products, and has approximately 11,000 employees in 160 offices worldwide. Its
corporate headquarters for California and Hawaii is located in Los Angeles
County at 300 Corporate Pointe, 2nd Floor, Culver City, California 90230-7614.
It has nine other regional offices in the State of California, including another
office in Los Angeles County.

6. CAI has grown rapidly in recent years by acquiring software
companies with a substantial installed product base and ongoing license
revenues, ruthlessly reducing costs and employee headcount, writing off acquired
research and development costs and good will, and drastically cutting back
further product development. CAI's business strategy has made it a very
controversial company in the software industry. CAI's tactics in dealing with
clients have been similarly aggressive and questionable, and CAI is consistently
involved in litigation with its clients.

7. CAI's reputation in connection with acquisitions is well known. In
May 1995, in connection with the acquisition of Legent Corporation, Wang, Kumar
and others promised that "CA's trying to do the right things" with regard to
employees, that the acquisition represents an "acceleration of hiring," and
prospects of firings were called "ridiculous rumors." CAI's actions differed
from its representations. By one estimate, between 80 to 90 percent of Legent's
2,000 or so employees had left or been let go within a year of the transaction.
In fact, in connection with the Legent acquisition, CAI represented in SEC
filings that there were "no current

<PAGE>

plans or proposals that would relate to, or result in, any other material change
in the [target's] business, corporate structure, Board of Directors or
management." In 1994, in connection with the ASK acquisition, Wang emphasized,
"We're excited to have the opportunity to include the ASK people, products and
clients in the CA family." Within days of the acquisition, 150 ASK employees
were terminated and an additional 100 employees left because of CAI's demand
that they enter into a stringent non-compete agreement extending long after
employment ended, an agreement which is contrary to long-standing law and policy
in California. Discussing potential layoffs in connection with the Cullinet
acquisition, Wang stated that "some redundant jobs will be eliminated and those
affected will be reassigned, if possible within CA. " Then the deal closed. "CA
got rid of more than half of the company's 2,000 employees (many quit before
they were fired)," according to Upside magazine.

8. The descriptions of Defendants' treatment of employees at companies
it acquires are well publicized. "Within several days of a deal's closing, out
come the long knives" (Fortune, 7/21/97); "hordes of personnel to the sword"
(Computergram Intl. 1997); "it has acquired a reputation for extensive
bloodletting after its purchases and a certain arrogance and aggression"
(Software Futures, 1996). As succinctly stated in The Washington Post, "It's
been tarred with such names as 'Darth Vader' or 'the Neutron Bomb' -- a weapon
that leaves buildings standing, but with no one in them." As one ex-employee
recalled, "It was the most humiliating experience of my life. Then they refused
to pay off my expense account." (Fortune 7/21/97). Another emphasized, "I've
been in the business for 15 years, and I've never seen anything like it." (Id.)
As another example, CAI was found guilty of violating the Racketeer Influenced
and Corrupt Organizations Act ("RICO") two years ago by a New York arbitration
panel and was ordered to pay $12 million to former employees as a result of
misconduct in connection with acquisition and valuation of Online Software. CAI
subsequently lost the appeal. In fact, CAI has become so proficient at laying
people off that it has actually developed its own software program for this
purpose: "the merger acquisition program system" or "MAPS. " Manager rankings,
personality profiles and other information are input into a CAI proprietary
program and the computer tells CAI who should be fired. Wang refers to his
management approach as "zero-based thinking."

<PAGE>

9. CAI's negative reputation for service is well known and well publicized.
"I've never seen one vendor with so many dissatisfied customers as CA seems to
have" (Investor's Business Daily, 5/26/95); "I think CA's lack of finesse has
cost them in the customer relations arena" (Los Angles Times, 9/13/93); "By the
early 1990's, Computer Associates had become known for its ravenous appetite . .
., for jacking up maintenance costs ... and for pushing its many licensing
contracts at the expense of good customer relations. It was not uncommon for the
company to sue a client over relatively minor infractions" (New York Times,
2/4/97); "Some customers maintain a strict 'no CA' policy.... Many also claim
that after CA acquires a company and lays off scores of people, customer service
falls off' (Fortune, 7/21/97); "In a . survey of 50 major CA customers ... 75
percent rated its service as below average" (The Washington Post, 5/10/92).
"[CAI], which is a huge provider of operating systems and other software to
financial institutions, has a reputation for inflexible licensing policies that
can complicate a bank's move to new providers of technology issues." (American
Banker, 2/23/98). Computer Associates should be feeling uncomfortable because it
has been treating a lot of customers like dirt -- particularly those it has
gained through acquisition." (Information Week U.K. 2/20/98). CAI's terrible
reputation is in sharp contrast to that of CSC: "In contrast, CSC is a customer
advocate. As a services company, it has to treat customers with kid gloves to
get repeat business" (Bloomberg, 2/12/98).

THE INDIVIDUAL DEFENDANTS

10. Billionaire Defendant Charles B. Wang is the Chief Executive Officer,
Chairman of the Board and a director of CAI. He has been a director since June
1976 and Chairman since April 1980. He also is one of three members of the
Executive Committee of CAI. He owns approximately 5% of the stock of the
company, although he expects to own substantially more in the near future. In
1995, Wang, Kumar and Russell M. Arntz (Executive Vice President of Research and
Development), granted themselves 20.25 million shares of stock of CAI; 60%, 30%
and 10% respectively. These shares are worth nearly a billion dollars, with an
as yet untaken consequent charge to CAI's earnings. A portion of these shares
currently are vested, and the

<PAGE>

remainder appears likely to become vested if there is a combination, pursuant to
the change in control provisions of CAI's 1995 Key Employee Ownership Plan
("Plan"). Regardless, they are expected to become vested by March 31, 2000,
since CAI's stock price needs only exceed $38.82 for sixty days during the
preceding twelve months for such vesting to occur. A number of Plan conditions
which concern vesting have not been described, or have been described
inconsistently, in CAI's public financial statements. Wang participated in a
meeting and communications concerning the matters set forth in this Complaint in
this judicial district.

11. Defendant Sanjay Kumar is the President, Chief Operating Officer
and a director of CAI. He also is one of three members of the Executive
Committee of CAI's Board. He joined CAI in 1987, and he served as Executive Vice
President-Operations and Senior Vice President-Planning before being elected to
his current positions effective January 1994. He also owns a significant amount
of stock in CAI. Kumar participated in a meeting and communications concerning
the matters set forth in this Complaint in this judicial district.

GENERAL ALLEGATIONS

12. In effecting the wrongful actions herein alleged, each defendant
was the agent or co-conspirator of each other defendant, and was acting in the
course and scope of said agency or conspiracy. Defendants also ratified,
approved and accepted all or part of the wrongful acts of their agents,
employees and/or co-conspirators alleged herein. Moreover, at the time of the
wrongful conduct alleged herein, Plaintiff was led to believe, either
intentionally or with a lack of ordinary care, that each defendant was the
agent, employer or co-conspirator of each other defendant, and that they were
acting within the course and scope of said agency, employment or conspiracy in
perpetrating the wrongful conduct alleged herein. In addition, Wang and Kumar
were permitted by CAI to be in positions to commit the wrongful conduct alleged
herein while appearing to act within the powers permitted to them by their
corporate principal.

13. The true names and capacities of various other defendants, whether
corporate, individual or otherwise, are at this time unknown to Plaintiff, but
may include various subsidiaries and affiliates of CAI, as well as officers,
directors, employees and agents of the

<PAGE>

corporate defendant. Plaintiff will amend this Complaint if necessary when the
true names, capacities and actions of Corporate Does 1-50 and Individual Does
51-100 become ascertained. On information and belief, each of said defendants is
responsible in some manner for the events and injuries described herein and have
caused damage to Plaintiff as described herein.

14. Representatives of Defendant CAI have been present frequently in this
judicial district and have maintained substantial contacts in Los Angeles County
and the State of California. CAI has two offices in this district and nine
offices throughout California. The obligations and liabilities which are the
subject of this action arose in this judicial district, and various of the
wrongful acts of the Defendants alleged herein took place in the County of Los
Angeles, State of California. Jurisdiction and venue are proper.

FIRST CAUSE OF ACTION

(UNFAIR, UNLAWFUL, AND FRAUDULENT BUSINESS PRACTICES)

(BY PLAINTIFF CSC AGAINST ALL DEFENDANTS)

15. Plaintiff CSC incorporates by reference and realleges Paragraphs 1
through 14 as if set forth in full herein.

16. Defendants, and each of them, have engaged, are engaging, continue
to engage in, and propose to continue to engage in, unlawful, unfair and
fraudulent business acts and practices in violation of the California Unfair
Business Practices Act, set forth at California Business and Professions Code
section 17200 et seq. Specifically, Defendants, and each of them, were engaging,
are engaging, and will continue to engage in a systematic and conspiratorial
campaign of unfair, unlawful, and fraudulent acts and practices to attempt to
coerce CSC and its directors to sell the company to CAI at a disadvantageous and
unfair price and in a transaction which would be detrimental to the interests of
CSC and its customers, employees, and stockholders.

17. In furtherance of Defendants' campaign, Defendants first attempted
to buy the loyalty of Honeycutt, CSC's chief executive officer, to secure his
support to sell CSC below its value, and thereby defraud CSC shareholders. When
this failed, Defendants sought to coerce CSC to negotiate an acquisition on
their terms by threatening to cause severe harm to CSC's business.

<PAGE>

Defendants subsequently have followed through on their threats and are
continuing their illegal coercive scheme. In Defendants' minds, there is no
downside to this unlawful and unfair strategy. The worst CAI perceives may
happen is that it does substantial harm to CSC's relationships with its
customers and employees so that CAI will be in a better position to compete
against CSC if it is unable to acquire CSC below its value -- competition which
Wang promised if the deal is unsuccessful. In the process, Defendants are hoping
to gain access to CSC's confidential financial information and trade secrets,
which also would put it in a better position to compete against CSC.

18. Defendants' actions threaten severe damage to the business of CSC
and the value of the shareholders' interests. Defendants' gross and persistent
misconduct is precisely the type of behavior the California Unfair Business
Practices Act was designed to address.

19. Therefore, as set forth more fully in the Prayer below, Plaintiff
seeks to enjoin Defendants from engaging in, and continuing to engage in,
unlawful, unfair and fraudulent business acts and practices, and all violations
of California law; to enjoin Defendants from proceeding with their proposed
acquisition of CSC and from any further acquisition of shares or any attempt to
solicit the shareholders of CSC; to enjoin Defendants from attempting illegally
to buy the loyalty of any of CSC's officers, directors, employees or
representatives or from attempting to induce them to breach their fiduciary
duties; to enjoin Defendants from attempting to coerce improperly CSC or its
officers, directors, employees or representatives to sell CSC to CAI at a
disadvantageous and unfair price and in a transaction which would be detrimental
to the interests of CSC, its customers, employees, stockholders and the public
interest; to enjoin Defendants from making false and fraudulent representations;
to enjoin Defendants from communicating in any way, directly or indirectly, with
CSC's customers and employees about any proposed transaction; and, to pay
restitution to CSC in an amount to be determined at trial.

(A) CAI'S FIRST STEP: IMPROPER ATTEMPT TO BUY LOYALTY

20. On December 18, 1997, Wang and Kumar came to CSC's corporate
headquarters in El Segundo to meet with Honeycutt. The purpose of their meeting
was unknown to Honeycutt. Kumar had called Honeycutt's assistant the day before
and indicated that Wang and Kumar were interested in visiting CSC's offices,
which is not surprising since is a vendor of

<PAGE>

software to CSC. At the meeting, Wang began by stating, "Wouldn't it be great to
be partners." Honeycutt, who had no idea what he was talking about, indicated
that his company already had a license relationship whereby CSC had the ability
to use CAI's software with many of its clients. Wang then explained that he
envisioned a different partnership through a combination in which CAI purchased
CSC. He stated that such a transaction would be a good strategy for CAI.

21. Honeycutt responded that he could see no advantage for CSC in such
a relationship, an issue which Wang had neglected to address. Honeycutt stressed
that CSC was not up for sale, and that he could not support any transaction
based on the assertions Wang made. After some additional discussion, Wang asked
Honeycutt if Wang and Kumar could meet privately for five minutes. Honeycutt
stepped out of the meeting.

22. When Honeycutt returned, Wang did not seek to explain how a merger
benefited CSC, nor did he present any business plan for the combined companies.
Instead, Wang offered to pay Honeycutt personally more than $50 million. Wang
promised that Honeycutt would receive guaranteed stock options worth at least
$35 million (with any shortfall in market value being paid by CAI), as well as a
guaranteed seven-year contract with an annual base income of no less than $2.5
million. Honeycutt objected to this attempt to buy his loyalty, and was
interrupted by Wang.

23. Wang stated he wanted to consummate a merger transaction for $100 a
share, which he and Kumar knew was far below the value of CSC. Indeed, on
February 11, 1998, CAI made public an offer of $108 a share (which it knows is
still less than the value of CSC). This price difference alone represents value
to CSC shareholders of about $650 million. Further, on or about February 15,
CAI's bankers stated on the telephone to a representative of CSC that CAI was
prepared to pay $114 a share (which it also knows is less than the value of CSC)
in a friendly transaction, pointedly emphasizing the potential harm to CSC's
business that CAI would cause if CSC was not sold on CAI's terms. The $14 dollar
price difference between $100 a share and $114 per share represents
approximately $1.1 billion to CSC shareholders.

24. The conduct of Defendants was an intentional, unlawful and corrupt
attempt to buy Honeycutt's support of a transaction that only benefited CAI at
the expense of CSC and its

<PAGE>

stockholders. Defendants' conduct is an express violation of numerous provisions
of the California Penal Code governing commercial bribery (including the
criminal statutes governing solicitation of others to Join in a bribery scheme).
It is an unlawful, unfair, and fraudulent business act or practice within the
meaning of the California Unfair Business Practices Act.

(B) CAI STEP NO. 2: ATTEMPTED ECONOMIC DURESS

25. A second brief meeting was held on February 5, which Honeycutt
attended based on the promise that Defendants were going to reveal their
business plan for a combined entity, and therefore explain how the transaction
benefited CSC. Defendants did not keep this promise. Instead, Defendants
threatened to directly and wrongfully harm CSC if it refused to agree to a
transaction on CAI's terms. They mentioned $98 a share. Given CAI's negative
reputation and the nature and tone of Defendants' threats, CSC had a reasonable
belief that CAI would attempt to do exactly as it threatened. CAI has in fact
done so.

26. CAI's threats were echoed in a letter dated February 15, 1998, in
which CAI stated that if a friendly transaction was not consummated promptly on
CAI's terms, the consequence would be "an adverse impact to CSC's business and
people." Kumar continued that "a reduced value of CSC" would result from CAI's
actions. Statements to this effect also were made to the same CSC representative
on or about that day, in which CAI noted that it independently had been in
discussions with competitors of CSC which were excited about the prospect of CSC
being damaged.

27. Defendants' attempts at improper economic duress were rebuffed by
CSC. The interests of CSC and its shareholders, employees, and customers were
paramount and would not be sacrificed because of CAI's threats of improper
economic injury. That CAI has chosen to follow through on its statements has
exacerbated its wrongful conduct.

28. Defendants' conduct is an express violation of numerous provisions
of the California Penal Code governing economic extortion (including the
criminal statutes governing solicitation of others to join in an extortion
scheme). It is an unlawful, unfair and fraudulent business act or practice
within the meaning of the California Unfair Business Practices Act.

<PAGE>

29. CAI was aware that an offer by it to acquire CSC would lack credibility
in view of fundamental obstacles to a combination of its business methods and
reputation with those of CSC. In an effort to overcome the skepticism with which
a takeover offer by it was sure to be received, it embarked on a deliberate
attempt to mischaracterize its two meetings with CSC's chief executive officer.
CAI therefore deliberately and falsely published statements calculated to lead
CSC's employees, customers, shareholders and the general public into believing
that Honeycutt was in agreement with all aspects of the proposed acquisition,
save only price. Defendants made these statements fully knowing that they were
false when made.

30. On February 11, 1998, Defendants published a letter sent to CSC's
chief executive officer dated the previous day. The letter from Kumar to
Honeycutt contained numerous, deliberate material misrepresentations of fact.

31. First, the letter states that Honeycutt invested "significant time"
in discussions "regarding the combination of" CAI and CSC, emphasizing that
these "discussions" commenced in mid-December. In fact, the only communications
between the parties on the subject were two brief meetings (and a few telephone
calls to schedule the meetings) in which CAI expressed its strong desire to
purchase CSC at a disadvantageous and unfair price, attempted to buy the loyalty
of the chief executive officer of CSC, and threatened to damage CSC if Honeycutt
refused to accede to CAI's proposals.

32. The mischaracterization of CAI's communications with Honeycutt continue
in the February 10 letter: "As we agreed, the combination of CA and CSC would
create a worldclass information technology solutions provider with unparalleled
depth in both software and services. The combination of CA's strength in
software and CSC's services capabilities, together with our collective
personnel, would create the perfect model for the next generation of information
technology solutions providers that will lead our industry into the millennium.
(Emphasis added). In fact, as Defendants well knew, there was never any such
agreement.

<PAGE>

Neither Honeycutt nor anybody else at CSC had "agreed" with any of these
propositions and, in fact, Honeycutt strongly disagreed with them. As Defendants
well knew, Mr. Honeycutt had made it clear again in no uncertain terms that he
was not interested in the combination as proposed by Defendants, because the
proposed price was not fair and the strategy was flawed.

33. Defendants' misrepresentations in the February 10 letter continue
with the statement that the parties have reached "agreement" on the material
terms of a combination of the two companies, with the sole exception of price.
Indeed, these purported agreements are said to be "confirmed by my letter,"
suggesting that terms already have been incorporated into writing. No such
agreements were ever reached, and Defendants acknowledged this at the February 5
meeting.

- Defendants falsely stated in the February 10 letter, "We are in
agreement on the need and manner of retaining key managers and
employees." (Emphasis added).

- Defendants falsely represented, "We are in agreement on providing
stock option grants to key managers and employees." (Emphasis
added).

- Defendants falsely wrote, "We are in agreement that the CSC
organization within the combined company will be on equal footing
to CAI's existing product organization."

- Further, Defendants falsely suggested that there was an agreement
that the parties "do not expect the combined company to need to
reduce any head count to achieve the synergies that a transaction
of this size demands."

- Defendants falsely suggested that discussions had occurred and
agreement was reached on the structure and organization of a
combined entity. "As we discussed, it would make sense for the CA
part of the combined company to take over CSC's product
development efforts and for CSC, in turn, to take over CA's
service commitments and efforts." (Emphasis added.)

34. Defendants have continued to misrepresent and mischaracterize their
communications with Mr. Honeycutt in numerous media and investor interviews and
statements. For example, they stated on a conference call on February 11 to
members of the press that CAI

<PAGE>

and CSC had "significant agreement on most of the points" and that "we're simply
disagreeing over value at this point."

35. Defendants' conduct was calculated to, did, and continues to cause
substantial damage to CSC's relationships with customers, prospective customers,
employees, prospective employees and shareholders. Material misstatements
intentionally made by Defendants created and continue to create false
expectations and fears on the part of such persons about the prospect of a
business combination. By creating these false expectations and fears, Defendants
intended to mislead customers, prospective customers, employees and the
investment community into believing that the proposed transaction was
commercially attractive, that agreement was close at hand, and that opposition
to such a transaction would be pointless and futile. This conduct also was
intended to coerce CSC to accept the offer, even though it is much less than the
value of the company, rather than be subject to shareholder lawsuits if the
price of the stock dropped. Defendants' fraudulent misrepresentations, in
conjunction with their other misconduct, constitute an unlawful, unfair and
fraudulent attempt to coerce CSC to sell the company at less than its value.

36. At the same time CAI claims that negotiations were proceeding and
agreements were being reached, Wang, Charles P. McWade (Senior Vice President of
Finance of CAI), and Russell M. Arntz (Executive Vice President of Research and
Development), sold over $27 million of stock of CAI. These sales took place in
late January and early February. Defendants well knew that the public
announcement of a proposed transaction with CSC would cause a steep and sudden
decline in the value of CAI stock as a result of the high cost of the
transaction to CAI, the formidable obstacles to combining the two incompatible
businesses, and the substantial long-term dilution of CAI's earnings per share
that would result. Wang sold 150,000 shares of CAI stock at $49.13 per share,
for $7.4 million on January 22, according to documents filed with the Securities
and Exchange Commission ("SEC"). He sold another 150,000 shares at $48.06 per
share for a total of $7.2 million on January 27. McWade sold 72,006 shares at
$53.65 per share for a total of $3.9 million on January 30, 1998. Arntz stated
in a Form 144 filing that he was going to sell 175,000 shares of CAI "ASAP" on
February 2 for in excess of $9.4 million in total proceeds at the market price,
and expressly represented to the SEC that he "does not have any

<PAGE>

material adverse information in regard to the current and prospective operations
of the issuer of the securities to be sold which has not been publicly
disclosed" immediately above his signature.

37. Defendants' conduct was calculated to, did, and continues to cause
substantial damage to CSC's relationships with employees, prospective employees,
customers, prospective customers, and shareholders, and was calculated to
interfere with CSC's ongoing business. By damaging these relationships, the
value of CSC's business is reduced accordingly. Thus, by damaging CSC, CAI is
attempting to bring that value down to its desired disadvantageous and unfair
price range. And even if the transaction does not go forward, CAI will have
damaged CSC through its improper conduct, just as CAI is entering into
competition with CSC . Wang himself promised at the very first meeting with
Honeycutt that if the proposed transaction did not go forward, CAI would become
one of the primary competitors of CSC within five years. Defendants' "squeeze"
tactics violate the California Unfair Business Practices Act.

(D) CAI STEP NO. 4: FRAUDULENT MISREPRESENTATIONS ABOUT THE FEASIBILITY
AND EFFECTS OF THE PROPOSED TRANSACTION

38. Defendants intentionally, fraudulently, and with reckless disregard
made misstatements concerning the effects a combination would have on CSC and on
the combined entity, and omitted substantial material information. They stated
that Honeycutt was in agreement that "the combination of CA and CSC would create
a world-class information technology solutions provider with unparalleled depth
in both software and services." They represented that there would be "inherent
synergies" in a combination of the two companies, and that these purported
mutual synergies would result in an improved operating entity. They have
emphasized the "incredible potential that this merger holds for the clients,
employees, and shareholders" of CSC. They emphasized that "we believe we're
offering a very fair value" to CSC shareholders, and that CSC people agree that
a combination "is a tremendous opportunity for both companies." They stressed
that customers "would also have many, many more opportunities in working with
the combined company" and that the deal somehow "benefits clients." They have
emphasized that nothing would "change dramatically in any reorganization."

<PAGE>

39. Defendants made these statements fully knowing that they were false
when made, or with reckless disregard for their accuracy, and also are aware
that they are omitting substantial material information. Defendants are aware
that the merger is not in CSC's best interests, and that any combination does
not make business sense to CSC. Defendants also are aware that they are not
offering to buy CSC at a full or fair value, but simply want to buy CSC for less
than its value through the exercise of the wrongful means described herein.

40. Defendants are aware of and have failed to disclose the numerous
adverse effects that the proposed business combination would have on CSC and its
business. CSC's strong financial position, as reflected by its 'A' credit
rating, is critical to its ability to secure the large, long-term outsourcing
contracts that are a key to growth in CSC's information technology business. A
combined CSC and CAI would be irresponsibly leveraged and thus have a much lower
credit rating (possibly not even investment quality) and be at a distinct
disadvantage in the competition for such business. As CAI is aware, this would
adversely affect the financial performance of any combined enterprise. Second,
CSC's ability to provide independent solutions is a threshold and important
issue for customers which demand platform neutrality. CAI is well aware that
this neutrality would be severely compromised if CSC were to be acquired by CAI
and, as a result, CSC would lose substantial credibility in the marketplace.
Third, more than 25 percent of CSC's total anticipated revenues for fiscal 1999
are derived from outsourcing contracts that contain change in control provisions
which would allow customers who are concerned about such issues or any
involvement with CAI to move to another services firm. Fourth, software critical
to CSC's data centers and other operations is licensed to CSC under contracts
that are terminable by the licensor if CAI acquires CSC. Fifth, CSC's
substantial work for the federal government and related defense clearance issues
present significant problems in the proposed combination.

41. Given its negative reputation in the computer industry and past
predatory practices, CAI cannot reasonably expect that all the employees of CSC
will remain with the company if CAI were to complete a merger transaction. On
information and belief, based on CAI's past practices, CAI does not reasonably
intend to retain all of CSC's employees after a merger transaction, despite
express statements to the contrary by Wang and Kumar. In fact, CAI's

<PAGE>

representations in this respect contradict themselves. In their press release
discussing their offer on February 11, CAI states that it intends to retain "all
of CSC's valuable employees" (emphasis added), whatever that means. Similarly,
in the letter to Honeycutt dated February 10, Kumar states that "we anticipate
that all of the valuable CSC employees will be offered positions with a combined
company," and that CAI intends to retain "key managers and employees." (Emphasis
added). Then, in a letter dated February 11 to all CSC employees, Defendants
wrote that it "will offer every employee a position in the combined company,"
and then stated that same day to the press that "we're committed to retaining
all of CSC's employees" -- representations which are inherently incredible. As
Wang himself acknowledged in Upside, "Most companies lie [about retaining
employees in an acquisition]. They have no intention of keeping two legal
departments, two administrative staffs, two this and two that after an
acquisition, but they want to be popular. They want to be loved."

42. On information and belief, Defendants also made misstatements to
banks to obtain financing commitments, to rating agencies, to the press and to
the public. They minimized the negative impact of the transaction on CAI's
financial position and earnings, and the dilutive effect on their performance.
This is particularly true in light of CAI's past and present accounting
practices such as those reported by the Center for Financial Research and
Analysis in a 1996 evaluation. On information and belief, Defendants also failed
to describe accurately the effects of a billion dollar charge to CAI's income
due to the shares granted to CAI's three top executives as referenced above.
Defendants then used "financing commitments" and a potential credit rating for a
combined company, acquired as a result of this misinformation, to assist in its
attempt to acquire CSC for less than its value.

43. Defendants' goal in engaging in this fraudulent conduct was to
acquire CSC at a disadvantageous and unfair price in a transaction which would
be detrimental to the interests of CSC and its customers, employees, and
stockholders. They desire to move as quickly as possible and to exert maximum
and continuing pressure on CSC in this respect. Defendants, by means of their
misrepresentations, also intend to cast doubt on the credibility and motives of
CSC's board in

<PAGE>

rejecting CAI's offer, and therefore irreparably damage its ability to
communicate effectively with CSC's shareholders, customers, and employees
concerning CAI's offer.

(E) CAI STEP NO. 5: INTERFERENCE WITH EMPLOYMENT RELATIONSHIP

44. Defendant CAI is engaged in a campaign of communicating with CSC
employees and stating to them that the transaction is imminent. This has led to
ongoing interference with the conduct of CSC's business, and threatens to damage
CSC's reputation in the eyes of its employees, many of whom would consider CAI
an unacceptable employer. As one example, CAI representatives have come to CSC's
offices unsolicited and told CSC employees that CAI was taking over the company
and that CAI would be its new employer.

45. CAI representatives have sought to dissuade prospective employees
from interviewing with CSC. At one job fair, a CAI representative told
prospective applicants applying at CSC's booth not to sign up with "those guys"
since "we are going to buy them anyway." Prospective recruits have been
convinced not to interview with or and become employed at CSC because of CAI's
misconduct.

46. CAI's actions have damaged, and continue to damage, CSC's positive
relationship with its employees -- who constitute the single most important part
of its service business.

(F) CAI STEP NO. 6: INTERFERENCE WITH CUSTOMER RELATIONSHIPS

47. CAI also improperly has been contacting customers of CSC and
stating that it is taking over the relationship with those customers because of
the transaction. Understandably, CSC's customers have been extremely upset.
Because of the false representations of CAI about an imminent transaction and
prior "agreements," CSC's customer relationships and new business opportunities
are threatened with disruption.

<PAGE>

SECOND CAUSE OF ACTION

(IMPROPER ECONOMIC DURESS)

(BY PLAINTIFF CSC AGAINST ALL DEFENDANTS)

48. Plaintiff CSC incorporates by reference and realleges Paragraphs 1
through 47 as if set forth in full herein.

49. As set forth in detail above, the Defendants have acted
intentionally and unlawfully in attempting to exert improper influence and
pressure on CSC and its directors, officers, employees and stockholders, and
have injured CSC in its ongoing business operations and its favorable reputation
in the information technology services and financial communities.

50. As a direct, proximate and foreseeable result of the
above-described misconduct, CSC has suffered and will continue to suffer a
significant loss of its good name and reputation and damages to its ongoing
business operations in excess of $50 million, the precise amount to be
determined at trial.

51. The wrongful actions of the Defendants alleged herein were willful,
wanton, malicious and oppressive, and thus Plaintiff is entitled to exemplary
and punitive damages appropriate to punish and make an example of all
Defendants.

THIRD CAUSE OF ACTION

(CONSPIRACY TO ENGAGE IN WRONGFUL CONDUCT)

(BY PLAINTIFF CSC AGAINST ALL DEFENDANTS)

52. Plaintiff CSC incorporates by reference and realleges Paragraphs 1
through 51 as if set forth in full herein.

53. Defendants, and each of them, knowingly and willfully conspired and
agreed with one another to engage in the wrongful conduct set forth above.
Defendants furthered the conspiracy by acting in furtherance of the conspiracy,
by lending cooperation, aid and encouragement to the other co-conspirators, and
by ratifying, accepting and adopting the wrongful acts alleged herein.

<PAGE>

54. The wrongful actions of the Defendants alleged herein were willful,
wanton, malicious and oppressive, and thus Plaintiff is entitled to exemplary
and punitive damages appropriate to punish and make an example of all
Defendants.

FOURTH CAUSE OF ACTION

(INTENTIONAL INTERFERENCE WITH PROSPECTIVE ECONOMIC

ADVANTAGE AND CONTRACTUAL RELATIONS)

(BY PLAINTIFF CSC AGAINST ALL DEFENDANTS)

55. Plaintiff CSC incorporates by reference and realleges Paragraphs 1
through 54 as if set forth in full herein.

56. CSC has established long-term business relationships with its
customers and employees for the provision of computer services. Plaintiff has an
honorable and respected reputation in the information technology services
industry and with its employees and customers for trustworthiness and for
dealing in good faith with them.

57. As set forth in detail above, the Defendants have acted intentionally
and unlawfully in attempting to interfere, and interfering, with CSC's
contractual relationships with its customers and employees. As further set forth
in detail above, the Defendants have acted intentionally and unlawfully in
attempting to interfere, and interfering, with CSC's prospective economic
relationships with current customers and employees, as well as prospective
customers and employees. Such conduct was independently wrongful as alleged
above.

58. Defendants have engaged in this conduct to exert improper influence
and pressure in an attempt to acquire the company on CAI's terms at an unfair
price. Defendants also intended to injure CSC's business as a potential
competitor.

59. As a direct, proximate and foreseeable result of the
above-described misconduct, CSC has suffered and will continue to suffer a
significant loss of its good name and reputation and damages to its ongoing
business operations in excess of $50 million, the precise amount to be
determined at trial.

<PAGE>

60. The wrongful actions of the Defendants alleged herein were willful,
wanton, malicious and oppressive, and thus Plaintiff is entitled to exemplary
and punitive damages appropriate to punish and make an example of all
Defendants.

PRAYER

WHEREFORE, Plaintiff prays for judgment against the Defendants, as
specified in each Cause of Action set forth above, as follows:

FOR CAUSE OF ACTION ONE, that Defendants be preliminarily and
permanently restrained and enjoined, and that CSC be paid restitution, as
follows:

(a) Enjoin Defendants from engaging in, and continuing to engage in, the
unlawful, unfair and fraudulent business acts and practices set forth
above;

(b) Enjoin Defendants from engaging in, and continuing to engage in, any
violations of California law as set forth above;

(c) Based on Defendants' persistent and gross misconduct, enjoin them from
proceeding with their proposed acquisition of CSC and from any further
acquisition of shares or any attempt to solicit the shareholders of CSC;

(d) Enjoin Defendants from attempting illegally to buy the loyalty of any
of CSC's officers, directors, employees or representatives or from
attempting to induce them to breach their fiduciary duties;

(e) Enjoin Defendants from attempting to coerce improperly CSC or its
officers, directors, employees or representatives to sell CSC to CAI at a
disadvantageous and unfair price and in a transaction which would be
detrimental to the interests of CSC, its customers, employees, stockholders
and the public interest;

<PAGE>

(f) Enjoin Defendants from making false and fraudulent representations to
the public about any meetings or communications with any CSC
representatives, including the false and fraudulent representations
concerning the purported negotiations or "agreements;"

(g) Require Defendants to issue statements to the public correcting the
false and fraudulent representations to the public about meetings and
communications with any CSC representatives, including the false or
fraudulent representations concerning the purported negotiations or
"agreements;"

(h) Enjoin Defendants from making false and fraudulent representations to
the public about the prospects of a combined company, as well as the
minimal negative impact a combination would have on CAI's financial
position and earnings, particularly in light of its past and present
accounting practices;

(i) Require Defendants to issue statements to the public correcting the
false and fraudulent representations to the public about the prospects for
the combined company, as well as the minimal negative impact a combination
would have on CAI's financial position and earnings;

(j) Enjoin Defendants from communicating in any way, directly or
indirectly, with CSC's customers and employees about any proposed
transaction; and,

(k) Pay restitution to CSC in an amount to be determined at trial.

FOR CAUSES OF ACTION TWO THROUGH FOUR,

1. For damages in excess of $50 million;

2. For interest thereon at the statutory rate;

3. For exemplary and punitive damages;

<PAGE>

4. For reasonable attorneys' fees and expenses;

5. For costs of suit incurred herein;

6. For such other and further relief as this Court deems just and proper.

DATED: February 23, 1998

GIBSON, DUNN & CRUTCHER LLP
WAYNE W. SMITH
DAVID A. BATTAGLIA
MICHELLE H. TREMAIN
ROBYN C. CROWTHER

By: /s/ DAVID A. BATTAGLIA
---------------------------
David A. BATTAGLIA

Attorneys for Plaintiffs
COMPUTER SCIENCES CORPORATION

<PAGE>

- --------------------------------------------------------------------------------
SUPERIOR COURT OF CALIFORNIA, COUNTY OF LOS ANGELES
- --------------------------------------------------------------------------------
SHORT CASE TITLE CASE NUMBER
Computer Sciences Corporation

Computer Associates International, Inc. CERTIFICATE OF ASSIGNMENT
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
File this certificate with all cases presented for filing in all districts of
the Los Angeles Superior Court.
- --------------------------------------------------------------------------------

[X] JURY TRIAL [ ] NON-JURY TRIAL [XX] TIME
ESTIMATED FOR TRIAL 20 [ ]HOURS/[X] DAYS.

The undersigned declares that the above entitled matter is filed for proceedings
in the Central District of the Los Angeles Superior Court under Section 392 et
seq., Code of Civil Procedure and Rule 2 (b), (c) and (d) of this court for the
reasons checked below. The address of the accident, performance, party,
detention, place of business, or other factor which qualifies this case for
filing in the above designated district is as follows:

- --------------------------------------------------------------------------------
NAME: (INDICATE TITLE OR OTHER QUALIFYING FACTOR) ADDRESS:

Computer Sciences Corporation 2100 East Grand Avenue

- -----------------------------------------------------------------
CITY: STATE: ZIP CODE:

El Segundo CA 90245

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CHECK ONLY ONE NATURE OF ACTION.
- ------------------------------------------------------------------------------------------------------------------------------------
NATURE OF ACTION GROUND NATURE OF ACTION GROUND
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
[ ] A7100 Vehicle Accident Local Rule 2 sets forth the No. of Minors Involved:________ One or more of the party
[ ] A7210 Med Malpractice provisions for mandatory filings [ ] A5520 Regular Dissolution litigants resides within
[ ] A7200 Other Personal Inj. in the Central District and [ ] A5525 Summary Dissolution the district.**
[ ] A7220 Product Liability optional filings in the Central [ ] A5530 Nullity
[ ] A6050 Other Malpractice District or District other than [ ] A5510 Legal Separation (Not a requirement
[ ] A6012 Collection/Note the Central District in [ ] A6135 Foreign Support for filing in Central
[XX] A6040 Injunct. Relief "Los Angeles County." [ ] A6136 Foreign Custody District--Rule 2)
[ ] A6030 Declar. Relief [ ] A6122 Domestic Violence
[ ] A6170 Late Claim Relief If this is a Class Action, [ ] A6130 Family Law Complaint-
[XX] A6000 Other Complaint mark this box: Other
(Specify): Business Tort [ ] Class Action ----------------------------------------------------------------
- ---------------------------------------------------------------- No. of Minors Involved:________ Child resides or deceased
[ ] A6011 Contract/Commercial Performance in the district is [ ] A6080 Paternity father's probate would be
expressly provided for.** [ ] A6131 DA Paternity filed in the district.**
- ---------------------------------------------------------------- (DA use only)
[ ] A7300 Eminent Domain/ The property is located within [ ] A6133 DA Agreement
Inverse Condemnation the district.** (DA use only)
No. of Parcels____________ [ ] A6600 Habeas Corpus Family Child is held within the
[ ] A6020 Landlord/Tenant (UD) Law district.**
[ ] A6060 Real Property Rights -----------------------------------------------------------------
- ---------------------------------------------------------------- [ ] A6101 Agency Adoption Petitioner resides within
[ ] A6140 Admin Award The administrative tribunal is [ ] A6102 Independent Adoption the district.**
located within the district.** [ ] A6104 Stepparent Adoption or
- ---------------------------------------------------------------- [ ] A6103 Adult Adoption Consent to out-of-state
[ ] A6160 Abstract The judgment debtor holds [ ] A6106 Sole Custody Petition adoption, consentor resides
[ ] A6141 Sister State property within the [ ] A6105 Abandonment within the district.**
Judgment district.** -----------------------------------------------------------------
[ ] A6107 Confession of [ ] A6210 Probate Will-Letters Decedent resided within the
Judgment Testamentary district.**
- ---------------------------------------------------------------- [ ] A6211 Probate Will-Letters or
[ ] A7221 Asbestos Pers. Inj. Must be filed in the Administration Decedent resided out of the
[ ] A6070 Asbestos Prop. Dam. Central District. [ ] A6212 Letters of district, but held property
[ ] A6137 RESL Initiating Administration within the district.**
Petition [ ] A6213 Letters of Special or
[ ] A6138 RESL Responding Administration Petitioner, conservatee or
Petition [ ] A6214 Set Aside Sm. ward resides within this
[ ] A6139 RESL Reg of Foreign Estate (6602 PC) district.**
Support [ ] A6215 Spousal Property
[ ] A6111 Minor's Contract [ ] A6216 Succession to Real
[ ] A6190 Election Contest Property
- ---------------------------------------------------------------- [ ] A6217 Summary
[ ] A6110 Name Change One or more of the party Probate (7660 PC)
[ ] A6121 Civil Harassment litigants resides within [ ] A6218 Real Prop. Sm.
[ ] A6100 Other Petition the district.** Value (13200 PC)
(Specify):___________________ [ ] A6230 Conservatorship P & E
- ---------------------------------------------------------------- [ ] A6231 Conservatorship Person
[ ] A6151 Mandamus* The defendant functions [ ] A6232 Conservatorship Estate
[ ] A6152 Prohibition* wholly within the [ ] A6233 Medical Treatment
[ ] A6150 Other Writ* district.** without Consent
(Specify):___________________ [ ] A6240 Guardianship P & E
[ ] A6241 Guardianship Person
[ ] A6242 Guardianship Estate
[ ] A6243 Spouse Lacks Capacity
[ ] A6254 Trust Proceedings
[ ] A6260 Comp. Minor's Claim
[ ] A6180 Petition to Establish
Fact of Birth, Death or Marriage.
[ ] A6200 Probate Other
(Specify):______________________
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

I declare under penalty of perjury under the laws of the State of
California that the foregoing is true and correct and this declaration was
executed on February 23, 1998 at Los Angeles, California.

/s/ David A. Battaglia
- ------------------------------------
(SIGNATURE OF ATTORNEY/FILING PARTY)
David A. Battaglia

* Perogative writs concerning a Court of inferior jurisdiction shall be filed
in Central District.
**Rule 2 allows optional filing in Central District.

THE COURT MAY IMPOSE SANCTIONS OR OTHER PENALTIES FOR FAILURE TO FILE IN
THE PROPER DISTRICT

4 76C134 CERTIFICATE OF ASSIGNMENT RULE 2 LASCR

<PAGE>
Exhibit (g)(7)

UNITED STATES DISTRICT COURT
DISTRICT OF NEVADA

COMPUTER ASSOCIATES ) CV-S-98-00278-LDG (RLH)
INTERNATIONAL, INC., )
)
Plaintiff )
)
v. ) ORDER
)
COMPUTER SCIENCES CORPORATION, )
et al., )
)
Defendants )
)
- -------------------------------

Before the court is plaintiff's motion for an expedited briefing schedule
and hearing on claims for expedited relief (#2). Because the motion was
originally brought ex parte, this court entered an order on February 18, 1998
requiring plaintiff Computer Associates International, Inc. ("CA"), to serve
the motion on defendant Computer Sciences Corporation ("CSC"), and shortening
the time for Computer Science's response. The court has now received CSC's
response (#12) and CA's reply brief.

In mid-February 1998, CA formally commenced an unsolicited tender offer,
filed preliminary proxy materials with the SEC, and initiated this action
seeking declaratory and injunctive relief. In their lawsuit, CA asked the court
to interpret the CSC bylaws and declare, inter alia, that

(a) a majority of the outstanding voting shares are sufficient to amend
the bylaws by written consent;

<PAGE>

(b) two-thirds of the outstanding voting shares, acting by consent, are
sufficient to remove at least a majority of the directors; and

(c) a majority of the outstanding voting shares are sufficient to fill
vacancies caused by removal of directors by written consent.

On February 18, 1998, CSC's board of directors convened. At that time, the
board rejected CA's offer as ill-conceived, and undertook to alter CSC's
corporate governance structure. Among other things, the board amended its
bylaws relating to action by vote at a stockholder meeting and by written
consent. Previously, Article VIII, Section 1 previously provided that a
majority of outstanding voting shares were sufficient to amend the bylaws by
written consent. The board action revised the bylaw to require an 80% vote of
stockholders to amend the bylaws. Furthermore, Article II, Section 10 of the
bylaws was amended to provide that any action, except the election of
directors, could be taken without a meeting and without notice if authorized by
the written consent of stockholders holding at least 90% of the voting power.

The CSC board also (1) amended Article III, Section 2 of the bylaws to
provide that a director may only be removed by a 90% shareholder vote, (2)
amended the bylaws to "opt out" of the provisions of the "Acquisitions of
Controlling Interest" component of Nevada General Corporation Law, thus
eliminating shareholder's power to call a special meeting, and (3) amended
Article II, Section 2 of the bylaws to remove the default date of August 10,
1998, for the next annual meeting, and provide that the scheduling of the
annual meeting rested with the sound discretion of the board. Thus, CSC claims
that most of CA's claims for relief in this action are moot under the new
governance structure.

CA argues that the CSC board amendments are an attempt to prevent the CSC
shareholders from voting on CA's proposals, and to render CA's consent
solicitation ineffectual, and should be declared an invalid attempt to
disenfranchise the shareholders of a proxy contest without justification.
Further, CA argues that the CSC boards actions makes expedited review in this
matter all the more essential.

<PAGE>

Because this case has now taken on the added inquiry of the validity of
the CSC board actions, and because a material delay carries the potential of
impeding the tender offer, the court concludes that an expedited disposition of
the issues is warranted. While the parties have raised arguments in support of
and against the CSC board's amendment actions, the order of the court did not
request briefing on that matter, and the court will not presume that the
parties' arguments have been fully developed. Therefore, the court will allow
further supplemental briefing, and schedule a hearing date on the matter.

Finally, CSC does not object to the prompt consideration of CA's section 14
claim for declaratory relief. Section 14 of the Exchange Act prohibits fraud or
misrepresentation in connection with tender offers. CSC asserts that it must
conduct preliminary discovery before deposing CA's principals regarding this
aspect of the case. Though CA urges that no discovery is necessary for the
section 14 analysis, the court is not convinced that at least limited discovery
may not be needed for development of that claim. The court sees no reason,
however, why discovery on the section 14 issues cannot proceed during the
briefing and arguments on the remaining claims. Therefore, the court will defer
to the magistrate judge to manage the discovery of the section 14 aspects of
this litigation, with the recommendation from this court that the discovery of
those aspects be completed within 60 days, if possible, so that the section 14
issues may be timely and meaningfully addressed.

Based on the above,

IT IS HEREBY ORDERED that plaintiff's motion for an expedited briefing
schedule and hearing on claims for expedited relief (#2) is GRANTED.

IT IS FURTHER ORDERED that no later than March 6, 1998, defendants shall
file (with a courtesy copy delivered to chambers) a supplemental response to
the briefs now on file.

IT IS FURTHER ORDERED that no later than March 11, 1998, plaintiff shall
file (with a courtesy copy delivered to chambers) a supplemental reply to
defendants' supplemental response.

<PAGE>

IT IS FURTHER ORDERED that a hearing on plaintiff's claims for declaratory
relief shall be conducted at 1:00 p.m. on March 16, 1998.

IT IS FURTHER ORDERED the magistrate judge shall manage the discovery of
the section 14 aspects of this litigation, with the recommendation from this
court that the discovery as to those aspects be completed within 60 days, if
possible, so that the section 14 issues may be timely and meaningfully
addressed.

DATED this 26th day of February, 1998

LLOYD D. GEORGE
--------------------------
Lloyd D. George
United States District Judge

<PAGE>
Exhibit (g)(8)
ELIA WEINBACH, SBN 79665
PATRICIA A. BENSON, SBN 60565
RICHARD B. SHELDON, JR., SBN 150092
MITCHELL, SILBERBERG & KNUPP LLP
11377 West Olympic Boulevard
Los Angeles, California 90064-1683
(310) 312-2000

Attorneys for Plaintiff
COMPUTER SCIENCES CORPORATION

UNITED STATES DISTRICT COURT

CENTRAL DISTRICT OF CALIFORNIA

COMPUTER SCIENCES CORPORATION, ) CASE NO. 98-1440 ABC
a Nevada corporation, )
)
Plaintiff, ) COMPLAINT FOR INJUNCTIVE RELIEF
) AND DAMAGES FOR:
v. )
) (1) VIOLATION OF FEDERAL
COMPUTER ASSOCIATES INTERNATIONAL, INC., ) SECURITIES LAWS
a Delaware corporation; CAI COMPUTER SERVICES )
CORP., a Delaware corporation; ) (2) MISAPPROPRIATION OF TRADE
BEAR, STEARNS AND CO., INC., a Delaware ) SECRETS;
corporation; MICHAEL URFIRER, an individual; )
CHARLES B. WANG, an individual; and SANJAY ) (3) CONSPIRACY TO MISAPPROPRIATE
KUMAR, an individual, ) TRADE SECRETS;
)
Defendants. ) (4) INTERFERENCE WITH
ADVANTAGEOUS BUSINESS
RELATIONS;

(5) CONSPIRACY TO INTERFERE WITH
ADVANTAGEOUS BUSINESS
RELATIONS;

(6) BREACH OF FIDUCIARY DUTY;

(7) AIDING AND ABETTING BREACH
OF FIDUCIARY DUTY; AND

(8) UNFAIR COMPETITION DEMAND
FOR JURY TRIAL

Computer Sciences Corporation ("CSC") complains and alleges as to
defendants, and each of them, as follows:

<PAGE>

JURISDICTION AND VENUE

1. This is an action for injunctive relief and damages pursuant to
Sections 14(a), and 14(e) of the Securities Exchange Act of 1934 ("Exchange
Act"), 15 U.S.C. Sections 78j(b), 78(n)(a) and 17n(e), and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder,
and pursuant to California state law.

2. This Court has jurisdiction pursuant to Section 27 of the Exchange
Act, 15 U.S.C. Section 78aa; 28 U.S.C. Sections 1331 and 1337, and under
principles of pendent jurisdiction. This Court also has jurisdiction under 28
U.S.C. Section 1332 in that this is an action between citizens of different
states and the amount in controversy, exclusive of interest and costs, exceeds
the sum of $75,000.

3. Venue is properly laid in this district because the claims averred
herein arose in this district.

THE PARTIES

4. Plaintiff CSC is, and at all times relevant hereto was, a Nevada
corporation with its principal place of business in El Segundo, California. CSC
common stock is listed on the New York Stock Exchange and is registered with the
SEC pursuant to Section 12(b) of the Exchange Act, 15 U.S.C. Section 78L. As of
January 30, 1998, there were approximately 78,433,041 shares of CSC common stock
outstanding, held by approximately 66,000 stockholders of record.

5. CSC is informed and believes, and based thereon alleges, that
defendant Computer Associates International, Inc. ("CAI") is a Delaware
corporation with its principal place of business in Islandia, New York.

<PAGE>

6. CSC is informed and believes, and based thereon alleges, that
defendant CAI Computer Services Corp. ("CAI-Computer Services") is a Delaware
corporation, with its principal place of business in Islandia, New York and is a
wholly-owned subsidiary of CAI which was organized to acquire CSC.

7. CSC is informed and believes, and based thereon alleges, that
defendant Bear, Stearns and Co., Inc. ("Bear Stearns") is a Delaware corporation
with its principal place of business in New York, New York.

8. CSC is informed and believes, and based thereon alleges, that
defendant Michael Urfirer ("Urfirer") is a citizen of the State of New York, and
is currently employed by Bear Stearns as Senior Managing Director and the
co-head of Bear Stearns' Technology Group.

9. CSC is informed and believes, and based thereon alleges, that
defendant Charles B. Wang ("Wang") is a citizen of the State of New York, and is
and was Chief Executive Officer, Chairman of the Board and a Director of CAI.
Wang is a controlling person of CAI within the meaning of Section 20 of the
Exchange Act, 15 U.S.C. Section 87t.

10. CSC is informed and believes, and based thereon alleges, that
defendant Sanjay Kumar ("Kumar) is a citizen of the state of New York, and is
and was the President, Chief Operating Officer, and a director of CAI. Kumar is
a controlling person of CAI within the meaning of Section 20 of the Exchange
Act, 15 U.S.C. Section 78t.

11. CSC is informed and believes, and based thereon alleges, that at
all times relevant hereto, each defendant was and is an agent and employee of
each and every other defendant and, in performing the acts hereinafter alleged,
was acting within the course and scope of said agency and employment. CSC is
further informed and believes, and

<PAGE>

based thereon alleges, that each of the corporate defendants named herein was
acting within the authorization of the remaining corporate defendants and that
each corporate defendant approved, authorized, ratified and received the
benefits of the conduct alleged herein.

NATURE OF THE ACTION

12. This action seeks preliminary and permanent injunctive relief
against defendants' plan and scheme to acquire control of CSC at an inadequate
price by conducting (1) an unlawful tender offer and (2) an unlawful proxy
solicitation seeking to remove the incumbent Board of Directors of CSC and elect
as new directors defendants Wang and Kumar, and other individuals who are
puppets of defendants, so that defendants can amend CSC's bylaws and force a
waiver of Nevada statutes to eliminate provisions therein which are designed to
protect CSC's stockholders from unlawful schemes such as that which defendants
are attempting to perpetrate.

13. In making the tender offer and the proxy solicitation, defendants
unlawfully obtained and have been in possession of confidential, material and
non-public information about, among other things, the sales, earnings, profits,
business, financial results, projections, and other trade secrets of CSC that
defendants Bear Stearns and Urfirer unlawfully misappropriated in late November
1997, and possibly before and after, in their capacity as agents for CSC's
former partner, Equifax, Inc., a Georgia corporation ("Equifax"). Defendants
knew or should have known that such material, non-public information had been
provided to Bear Stearns in confidence and for the sole and limited purpose of
valuing Equifax's interest in the partnership. This confidential and non-public
information in defendants' possession is material to the decisions of CSC's
stockholders in connection with both the tender offer and the proxy
solicitation.

<PAGE>

14. Defendants may not proceed with their tender offer without
disclosing the material, non-public information they obtained unlawfully and now
possess. At the same time, Defendants may not, because of the very nature of the
information they possess, lawfully disclose to third parties the information
they have unlawfully misappropriated. As a result, defendants' tender offer is
irreversibly tainted and must be enjoined.

15. As a result of the material misrepresentations and omissions that
have been made and are being made by the defendants, CSC's stockholders are
being deprived of information that would be important to stockholders in making
the decision whether or not to tender their shares. However, disclosure of this
information would severely damage CSC by making available to CSC's competitors
confidential, proprietary and trade secret information that derives independent
economic value from not being known to competitors. The injunctive relief sought
herein is therefore necessary: (1) to prevent the defendants from the continued
execution of their deceptive and unlawful scheme; (2) to preserve the integrity
of the market for CSC's stock; (3) to protect CSC and its stockholders from
defendants attempt to acquire CSC for inadequate consideration; and (4) to
preserve and protect CSC's confidential and proprietary business and trade
secret information.

ALLEGATIONS COMMON TO ALL CAUSES OF ACTION

16. CSC provides a wide range of professional services to its many
clients, including management consulting, information systems consulting,
development and integration, outsourcing, and operations support. It has
approximately 44,000 employees in nearly 600 offices worldwide.

<PAGE>

THE PARTNERSHIP BETWEEN CSC AND EQUIFAX

17. On or about December 28, 1990, CSC, through several of its
subsidiaries, entered into a partnership agreement with subsidiaries of Equifax.
The partnership agreement contained a confidentiality provision which, among
other things, prohibited Equifax from disclosing any confidential or proprietary
information belonging to CSC, or any information designated by CSC as
confidential or proprietary. The confidentiality provision required Equifax to
use its reasonable efforts to prevent any present or former employee, agent, or
representative of Equifax from disclosing to others any confidential information
belonging to CSC or the partnership without CSC's prior written consent.

18. On or about April 8, 1997, Equifax notified CSC that it desired
to withdraw from the partnership. The partnership agreement provided that upon
the receipt of an election to withdraw, the withdrawing partner was to receive
the value of its interest in the partnership, and further provided that each
partner could retain an investment banker to appraise the withdrawing partner's
interest in the partnership if the withdrawing partner and the remaining partner
could not agree on the amount of the liquidating distribution. In seeking to
come to an agreement on a value for Equifax's interest in the partnership, CSC
and Equifax engaged their investment bankers to assist in that process. Equifax
retained Bear Stearns as its investment banker to advise it in connection with
the valuation of its partnership interest upon withdrawal from the partnership.

19. In connection with the valuation of Equifax's interest in the
partnership, and only after Equifax reaffirmed in writing its obligations on
behalf of itself, its employees and agents to maintain the confidentiality of
CSC's information, CSC provided Equifax with highly confidential, non-public,
proprietary and trade secret information which would be of value to CSC's
competitors or to anyone seeking to purchase CSC. This

<PAGE>

information constituted trade secrets belonging to CSC and included, but was not
limited to, the following:

(a) Confidential, non-public, proprietary, trade secret
information and documents concerning CSC's internal valuation of the
partnership and several of its constituent entities. CSC compiled the
information at great expense and effort and never released such
information to the public.

(b) Confidential, non-public, and proprietary information and
documents showing a portion of CSC's revenues broken down by certain
subsidiaries and divisions.

(c) Confidential, non-public, and proprietary information
concerning CSC's internal projections for several of its subsidiaries and
divisions.

(d) Confidential, non-public, and proprietary historical
financial information for one of CSC's subsidiaries engaged in the
outsourcing business. "Outsourcing" refers to the performance of
traditionally in-house services by a separate company. Examples of
services that may be "outsourced" include data centers, networks, client
server environments, payroll, insurance claims, benefit packages, etc. CSC
is informed and believes, and based thereon alleges, that CAI is
particularly interested in CSC's outsourcing business because CAI desires
to force CSC's customers to use CAI's software, and will have a captive
market if CAI acquires CSC.

(e) Confidential, non-public, and proprietary information
concerning the capital expenditures of a CSC subsidiary involved in the
outsourcing business.

<PAGE>

(f) Other confidential, non-public, and proprietary financial
information concerning CSC and several of its subsidiaries, including such
information as revenues, profits, and cash flow by division, as well as
the synergies realized by the interrelationship of other CSC affiliates
and the lack of interdependence of others.

20. All of the information described above constitutes trade secrets
belonging to CSC and would be valuable to any entity attempting to acquire CSC
because it shows, among other things, which constituent elements of CSC are
profitable, which can be leveraged or spun off, and which are likely to generate
the most revenue, profits and cash flow in the future. In the hands of a
potential acquirer making a cash offer for stock, this type of confidential,
non-public and proprietary information would be extremely valuable in
calculating the lowest possible purchase price, as well as financing, for the
stock and would make it easier to "low ball" the purchase price.

THE NOVEMBER 25, 1997 TELEPHONE CONFERENCE INVOLVING BEAR STEARNS AND
MICHAEL URFIRER

21. On or about November 25, 1997, representatives of CSC had a
telephone conference with representatives of Equifax to discuss the valuation of
Equifax's interest in the partnership and the confidential, non-public,
proprietary and material information that had been provided by CSC to Equifax in
connection therewith. In making arrangements for this telephone conference a few
days earlier, CSC learned for the first time that Equifax had retained Bear
Stearns as its investment advisor to advise and assist Equifax in valuing its
partnership interest. At the commencement of the telephone conference, CSC was
introduced to four representatives from Bear Stearns who were working on the
matter and

<PAGE>

who participated in the telephone conference. One of the Bear Stearns
representatives introduced at the telephone conference was Michael Urfirer.

22. During the telephone conference, the confidential, non-public,
and proprietary information provided by CSC to Equifax was discussed, as well as
additional confidential, non-public, and proprietary information that was
requested of CSC during the telephone conference. Defendant Michael Urfirer
participated in the entire telephone conference. No Bear Stearns representative,
including defendant Urfirer, indicated at any time that Bear Stearns had any
conflict of interest in connection with its representation of Equifax, a partner
of CSC, or that Bear Stearns intended to use or might use the confidential,
non-public, and proprietary information provided by CSC for any purpose other
than to assist CSC's partner, Equifax.

23. During and after the telephone conference, representatives of
both Bear Stearns and Equifax requested CSC to provide additional confidential,
non-public, and proprietary documentation and information, ostensibly for the
purpose of completing the valuation of Equifax's partnership interest. At CSC's
expense, CSC compiled the requested additional confidential, non-public, and
proprietary documentation and information and provided the information and
documents to Equifax and Bear Stearns. Most of the additional information
requested by Bear Stearns and Equifax concerned the CSC subsidiary engaged in
the outsourcing business.

CAI, CAI-COMPUTER SERVICES, WANG, AND KUMAR ANNOUNCE A HOSTILE TAKEOVER BID
FOR CSC AND RETAIN BEAR STEARNS AND MICHAEL URFIRER AS ADVISORS

24. On or about December 17, 1997 -- just 15 business days after CSC
had first disclosed its non-public, confidential and proprietary business
information to Bear Stearns and Urfirer in their capacity as agents for CSC's
former partner, Equifax --

<PAGE>

defendant Kumar contacted CSC to request a meeting with Van Honeycutt, the
Chairman of the Board, President, and Chief Executive Officer of CSC, and
proposed a merger with CAI and CAI-Computer Services on terms very unfavorable
to CSC and its stockholders. During the course of the December 18, 1997 meeting,
CAI, Wang, and Kumar, using improper means and methods, sought, and seek, to
acquire CSC for an amount well below its true value. CSC rebuffed CAI's efforts
to acquire CSC for an amount below CSC's true value.

25. On or about February 17, 1998, CAI and CAI-Computer Services
launched a hostile takeover offer for 100% of CSC's common stock at $108 per
share (the "Offer"). The Offer is conditioned on, among other things: (1) the
tender of sufficient shares to provide CAI-Computer Services with a majority of
CSC's total outstanding shares and rights on a fully diluted basis; (2) the
Rights under CSC's Shareholder Rights Agreement ("the Rights") having been
redeemed by the CSC Board of Directors or CAI-Computer Services having been
satisfied that the Rights have been invalidated or are otherwise inapplicable to
the Offer; (3) CAI-Computer Services having been satisfied that the Nevada
Control Share Acquisition Statute is inapplicable to the Offer and the proposed
merger; (4) CAI-Computer Services having been satisfied that the Nevada Business
Combination Statute is inapplicable to the Offer and the proposed merger; and
other terms and conditions. By its terms, the Offer expires at midnight 12:00
p.m. (New York City time) on March 16, 1998.

26. CAI and CAI-Computer Services retained Bear Stearns and Urfirer
to provide financial advice in connection with CAI's hostile takeover bid for
CSC. In connection with CAI's retention of Bear Stearns, CSC is informed and
believes, and based thereon alleges, as follows:

(a) that Bear Stearns is acting as Dealer Manager in connection
with the Offer;

<PAGE>

(b) that CAI has agreed to pay Bear Stearns a fee of not less
than five million dollars if CAI acquires CSC or more than 50 percent of
its outstanding voting securities;

(c) that Bear Stearns is entitled to act as sole lead
underwriter, placement agreement and financial advisor in connection with
certain debt and equity financings (and certain refinancings) and certain
asset sales for a specified period following the acquisition and to
receive fees in connection therewith;

(d) that CAI has retained Bear Stearns in the past to assist it
with acquisitions, including CAI's acquisition of Uccel Corp. in 1987;

(e) that the same Michael Urfirer, who was reviewing CSC's
confidential, non-proprietary and confidential information and documents
in late November 1997, December 1997, and early January 1998 in connection
with CSC's former partner, Equifax, leads the team of Bear Stearns
employees assisting CAI in its attempted acquisition of CSC, a fact
confirmed by numerous public filings with the federal securities and
Exchange Commission ("SEC"), and news articles and trade announcements
concerning CAI's hostile takeover bid;

(f) that the same Michael Urfirer assisted CAI in its takeover of
Uccel Corp. in 1987;

(g) that the same Michael Urfirer has a long history with CAI;
and

(h) that Michael Urfirer and Bear Stearns have disclosed to CAI
and to CAI-Computer Services the confidential, non-public information
referred to above, without the knowledge or consent of CSC.

<PAGE>

DEFENDANTS' FAILURE TO DISCLOSE CONFIDENTIAL INFORMATION IN THEIR
POSSESSION

27. In connection with the Offer, on February 17, 1998, CAI and
CAI-Computer Services filed with the United States Securities and Exchange
Commission ("SEC") and disseminated to the investing public an Offer to Purchase
dated February 17, 1998 and a Schedule 14D-1. In the Offer and the accompanying
14d-1 Schedule, and amendments thereto, Defendants did not make the disclosures
required by the Exchange Act and the rules and regulations promulgated
thereunder in that, among other things, they failed to disclose that they were
in possession of material information not available to the investing public,
described in paragraphs XX above, which would have indicated to CSC's
stockholders that the Offer price was well below the true value of CSC.
Nevertheless, in a further effort to defraud the stockholders of CSC, CAI has
stated in proxy solicitation material recently disseminated to CSC's
stockholders and described in further detail below, that "the $108 price may not
be sustainable over a long period of time."

THE SOLICITATION OF CONSENTS

28. CSC is informed and believes, and on the basis of such
information and belief alleges, that in connection with and as part of
defendants' plan and scheme to acquire CSC through the use of the non-public,
confidential and proprietary information referred to above, prior to launching
its hostile takeover bid CAI and CAI-Computer Services acquired all or the vast
majority of 170,000 shares of CSC common stock.

29. On February 17, 1998, CAI and CAI-Computer Services filed
preliminary copies of solicitation materials with the SEC. CAI and CAI-Computer
Services have indicated that they intend to solicit holders of CSC shares with
respect to written consents to act in lieu of a meeting, proxies to act at any
meeting of stockholders, and agent designations for

<PAGE>

the call of a special meeting, each consent to adopt proposals targeted at
replacing the incumbent directors of CSC, calling a special stockholders'
meeting to elect as replacement directors defendants Wang and Kumar, and other
individuals who are puppets of defendants, so that defendants can eliminate
CSC's Shareholder Rights Agreement, force a waiver of Nevada statutes designed
to protect stockholders' interest, and amend CSC's bylaws to eliminate
provisions therein which are designed to protect CSC's stockholders from
unlawful schemes such as that which defendants are attempting to perpetrate.

FIRST CLAIM FOR RELIEF
(FOR VIOLATION OF SECTION 14 (e) OF THE EXCHANGE ACT)
(AGAINST ALL DEFENDANTS)

30. CSC realleges and incorporates here by this reference each and
every allegation contained in paragraphs 1 through 29, inclusive.

31. CSC is informed and believes, and on the basis of such
information and belief alleges, that defendants knowingly and intentionally have
engaged in a continuing plan and scheme and conspiracy to defraud through the
use of the mails and other means and instrumentalities of interstate commerce in
connection with their purchase of CSC stock and in connection with the Offer;
have employed devices, schemes and artifices to defraud CSC and its
stockholders; and have omitted to state material facts necessary in order to
make the statements made, in light of the circumstances under which such
statements were made, not misleading.

32. In the Offer, defendants have failed to disclose confidential and
material financial and business information about CSC that it has obtained and
possessed during the formulation of its bid for CSC's shares, as more
particularly described above, and also have failed to disclose their possession
and use of such information. These material

<PAGE>

omissions were purposefully designed to mislead the investing public, and are
currently having that effect. These material omissions in the Offer include, but
are not limited to the following:

(a) Defendants disclosed in the Offer that early in the week of
December 15, 1997 they placed a telephone call to Van Honeycutt, the
Chairman and Chief Executive Officer of CSC, to arrange a meeting but did
not disclose at that time, that defendants' investment bankers were Bear,
Stearns and Urfirer, the same investment bankers who, just 15 business
days before, had been given access to and were then subsequently in the
process of reviewing CSC's confidential, non-public, and proprietary
information in connection with assisting CSC's former partner Equifax to
appraise the value of the partnership between CSC and Equifax;

(b) Defendants disclosed in the Offer that defendants Wang and
Kumar met on December 18, 1997 with Van Honeycutt of CSC to "discuss the
merits of combining CA and CSC" but did not disclose in the Offer that
defendants' investment bankers were Bear, Stearns and Urfirer, the same
investment bankers who, just 16 business days before, had been given
access to and were then in the process of reviewing CSC's confidential,
non-public, and proprietary information in connection with assisting CSC's
former partner Equifax to appraise the value of the partnership between
CSC and Equifax;

(c) Defendants disclosed in the Offer that on January 21 and 23,
1998, CA "through a wholly owned subsidiary bought 170,000 shares [of
CSC]" but did not disclose in the Offer that defendants' investment
bankers were Bear, Stearns and Urfirer, the same investment bankers who
had been given access to and were then in the process of reviewing CSC's
confidential, non-public, and proprietary information

<PAGE>

in connection with assisting CSC's former partner Equifax to appraise the
value of the partnership between CSC affiliates, and a third party
partner;

d. Defendants disclosed in the Offer that on February 10, 1998,
defendant Kumar wrote a letter to Van Honeycutt of CSC which is
incorporated in the Offer; that the letter represented that CA had
"conducted an extensive analysis of CSC based on publicly available
information," but did not disclose that CA and CAI-Computer Services's
analysis of CSC was not based solely upon publicly available information
but was based upon information and documents that had been provided to
them by Bear, Stearns and Urfirer who had been given access to and were
then in the process of reviewing CSC's confidential, non-public, and
proprietary information in connection with assisting CSC's former partner
Equifax to appraise the value of the partnership between CSC affiliates,
Equifax affiliates, and a third party partner;

33. As a consequence of the foregoing omissions in the Offer,
defendants have violated and are continuing to violate Section 14(e) of the
Exchange Act, 15 U.S.C. Section 78(n)(e), and the rules and regulations
promulgated thereunder.

SECOND CLAIM FOR RELIEF
(FOR INJUNCTIVE RELIEF AND DAMAGES FOR
MISAPPROPRIATION OF TRADE SECRETS)
(AGAINST ALL DEFENDANTS)

34. CSC realleges and incorporates herein by this reference each and
every allegation contained in paragraphs 1 through 33 hereinabove, inclusive.

35. Through substantial effort and expense, CSC has developed
confidential, non-public, and proprietary information which would be of value to
its competitors and to

<PAGE>

any company or individual seeking to acquire CSC. This information includes, but
is not limited to, the information and documents described in paragraph 16
above. CSC's confidential, non-public, and proprietary information concerning
its assets, revenues, costs, value, projections, and other financial information
derives economic value from the fact that it is unknown to CSC's competitors and
others and would be of assistance to those competitors or others who might wish
to compete with CSC or attempt a hostile takeover of CSC.

36. By virtue of Urfirer's and Bear Stearns' involvement in the
appraisal of Equifax's partnership interest, defendants Urfirer, Bear Stearns,
CAI, Wang, and Kumar, and each of them, obtained access to confidential,
non-public, and proprietary information constituting trade secrets of CSC. CSC
is informed and believes, and based thereon alleges, that each defendant had or
has access to some or all of the information described above.

37. Defendants Urfirer, Bear Stearns, CAI, Wang, and Kumar knew, or
should have known, that the information concerning CSC provided to Urfirer and
Bear Stearns constituted confidential, non-public, and proprietary information
of CSC and that such information would be of value to CSC's competitors and
others, including defendants CAI, Wang, and Kumar, who are attempting a hostile
takeover of CSC at less than its true value.

38. CSC has never authorized defendants or any person outside of CSC
to use or disclose its confidential, non-public, and proprietary business
information in any manner other than to benefit CSC, and CSC never authorized
Equifax, Urfirer, Bear Stearns, CAI, Wang, or Kumar to use the confidential,
non-public, and proprietary information provided by CSC to Equifax for any
reason other than to assist Equifax in the valuation of Equifax's interest in
its partnership with CSC.

<PAGE>

39. CSC utilizes reasonable security precautions to protect the
confidentiality of its proprietary business information. These security
precautions include, but are not limited to, the following:

a. CSC, being a major defense contractor, has a contractual
agreement with the United States government as holder of a cleared
facility designation (top secret) at its Corporate Office. Thus, CSC is
bound by government rules and regulations on accessing a cleared facility.
All visitors, whether government or commercial, are bound by the same
rules.

b. Upon arrival, all visitors, consultants and vendors are
personally responsible for completing a facility access log
(Visitor/Vendor Register) which includes:

(i) name, including last/first/middle initial and signature;

(ii) company name/organization and name of the CSC contact being
visited.

c. The security officer notes the time of arrival, issues the
visitor an escort-required badge, and notifies the person being visited
that the guest is waiting.

d. The visitor is met at the Lobby/Guard Station and escorted to
the area being visited.

e. Upon completion of the visit, the visitor is escorted back to
the Lobby/Guard Station.

<PAGE>

f. The visitor returns the badge, and the security officer logs
time of departure.

g. CSC's Corporate Office is a 24-hour-a-day, seven-days-a-week
secured environment with live guard service, electronic access control,
and closed circuit TV monitoring. The guards make periodic rounds, inside
and outside, throughout the 24-hour period to assure that the facility,
its employees and information are secure.

h. CSC requires its key employees to sign confidentiality
agreements.

40. CSC is informed and believes, and based thereon alleges, that
defendants intend to utilize CSC's confidential, non-public, and proprietary
business information and trade secrets, including those referred to in paragraph
16 above, in order to acquire CSC at less than its true value. Defendants CAI,
Wang, and Kumar have retained Bear Stearns to advise them in connection with an
attempted hostile takeover of CSC at less than its true value, and defendant
Urfirer leads the team of Bear Stearns employees advising CAI, Wang, and Kumar.
CSC is informed and believes, and based thereon alleges, that Urfirer has relied
upon, or it is inevitable that he will rely upon, his extensive inside,
confidential knowledge of CSC obtained as a result of his involvement with
Equifax and his access to CSC's confidential information in connection
therewith, and that Urfirer has divulged, or threatens to divulge, and has every
economic incentive to divulge, to defendants CAI and CAI-Computer Services such
confidential information to CAI, Wang, and Kumar in connection with their
attempted hostile takeover of CSC.

41. CSC is informed and believes, and based thereon alleges, that
defendants' activities have caused damage to CSC in an amount not presently
ascertainable.

<PAGE>

CSC will seek leave of Court to amend this complaint when the full amount of
those damages has been ascertained.

42. Unless restrained and enjoined by this Court, the defendants, and
each them, threaten and will continue to utilize the confidential information
and trade secrets of CSC to unfairly assist them in their attempted hostile
takeover of CSC at less than its true value. Such threats, acts, and continued
conduct will, if carried out, result in disrupting CSC's businesses and
depriving CSC of the benefit of confidential information which it took
substantial effort and great expense to develop.

43. CSC has no adequate remedy at law to prevent the defendants from
continuing to engage in the acts described above. Such conduct is continuing and
will continue unless and until forthwith enjoined and restrained by order of
this Court. Unless so enjoined, the injuries which CSC will sustain as a result
of defendants' acts as set forth above, both threatened and continuing, are
irreparable.

44. CSC is informed and believes, and based thereon alleges, that
defendants' activities have been willful and malicious within the meaning of
Civil Code Sections 3426.3 and 3426.4. CSC is therefore entitled to an award of
exemplary damages and to damages in an amount equal to its attorneys' fees
according to proof.

45. The tortious conduct of each of the defendants alleged
hereinabove made it necessary for CSC to bring suit against the other
defendants, and CSC is, therefore, entitled to an award of damages in an amount
equal to its attorneys' fees, and according to proof, under the third party
tortfeasor doctrine.

<PAGE>

THIRD CLAIM FOR RELIEF
(FOR CONSPIRACY TO MISAPPROPRIATE TRADE SECRETS)
(AGAINST ALL DEFENDANTS)

46. CSC realleges and incorporates herein by this reference each and
every allegation contained in paragraphs 1 through 45 above, inclusive.

47. CSC is informed and believes, and based thereon alleges, that
beginning in or around December 1997, or possibly earlier, defendants CAI,
CAI-Computer Services, Wang, and Kumar, and each of them, knowingly and
willingly conspired and agreed among themselves to induce Urfirer to disclose
CSC's confidential, non-public and proprietary information that Urfirer obtained
while assisting Equifax. Defendants CAI, CAI-Computer Services, Wang, and Kumar
knew, or should have known, that the CSC information imparted to Urfirer in
connection with his services to Equifax was confidential, non-public, and
proprietary information belonging to CSC, and that Urfirer was obligated to
maintain the confidentiality of such information and not to disclose it to
anyone.

48. Defendant Urfirer has in fact assisted CAI, CAI-Computer
Services, Wang, and Kumar in connection with their attempted hostile takeover of
CSC at less than its true value notwithstanding Urfirer's irreconcilable
conflict of interest based upon his involvement in the Equifax matter. CSC is
informed and believes, and based thereon alleges, that Urfirer has, or will in
the future, disclose the confidential, non-public, and proprietary information
that he obtained while assisting Equifax to CAI, CAI-Computer Services, Wang,
and Kumar to the detriment of CSC.

<PAGE>

49. CSC is informed and believes, and based thereon alleges, that
defendants did the acts and things herein alleged pursuant to, and in
furtherance of, the conspiracy and agreement alleged hereinabove.

50. As a proximate result of the wrongful acts herein alleged, CSC
has suffered considerable damages in an amount not presently ascertainable, but
expected to be not less than $50 million. CSC will seek leave of Court to amend
this complaint when the full amount of those damages has been ascertained.

51. In doing the things herein alleged, defendants acted with fraud,
oppression, and malice, and with an intent to injure CSC. CSC is therefore
entitled to an award of exemplary damages in an amount according to proof.

52. The tortious conduct of each of the defendants alleged
hereinabove made it necessary for CSC to bring suit against the other defendants
and CSC is, therefore, entitled to an award of damages in an amount equal to its
attorneys' fees, and according to proof, under the third party tortfeasor
doctrine.

FOURTH CLAIM FOR RELIEF
(FOR INTERFERENCE WITH ADVANTAGEOUS BUSINESS RELATIONS)
(AGAINST ALL DEFENDANTS)

53. CSC realleges and incorporates herein by this reference each and
every allegation contained in paragraphs 1 through 52 hereinabove, inclusive.

54. CSC has advantageous business relationships with its customers,
employees, and independent contractors for, among other things, the provision of
computer services. These relationships, unless interfered with, are likely to
continue indefinitely into

<PAGE>

the future. CSC is informed and believes, and based thereon alleges, that
defendants, with full knowledge of these existing relationships, intentionally
acted, and are intentionally acting, to interfere with such relationships. Such
conduct is and was independently wrongful as alleged above.

55. CSC is informed and believes, and based thereon alleges, that it
has suffered damages as a result of this interference in an amount not presently
ascertainable. CSC will seek leave of Court to amend this complaint when the
full amount of those damages has been ascertained.

56. CSC is informed and believes, and based thereon alleges, that
defendants' actions in interfering with CSC's advantageous relationships were
undertaken with fraud, oppression, and malice, and with an intent to injure CSC.
CSC is therefore entitled to an award of exemplary damages in an amount
according to proof.

57. The tortious conduct of each of the defendants alleged
hereinabove made it necessary for CSC to bring suit against the other defendants
and CSC is, therefore, entitled to an award of damages in an amount equal to its
attorneys' fees, and according to proof, under the third party tortfeasor
doctrine.

FIFTH CLAIM FOR RELIEF
(FOR CONSPIRACY TO INTERFERE WITH ADVANTAGEOUS BUSINESS RELATIONS)
(AGAINST ALL DEFENDANTS)

58. CSC realleges and incorporates herein by this reference each and
every allegation contained in paragraphs 1 through 57 hereinabove, inclusive.

<PAGE>

59. CSC is informed and believes, and based thereon alleges, that
beginning in or around December 1998, or possibly earlier, defendants Bear
Stearns, Urfirer, CAI, CAI-Computer Services, Wang, and Kumar, and each of them,
knowingly and willfully conspired and agreed among themselves to interfere with
CSC's advantageous business relationships with its customers, employees, and
independent contractors.

60. Said defendants did in fact interfere with CSC's advantageous
business relationships with its customers, employees, and independent
contractors.

61. As a proximate result of the wrongful acts alleged above, CSC has
been damaged in an amount which is not presently ascertainable. CSC will seek
leave of Court to amend this complaint when the full amount of those damages has
been ascertained.

62. CSC is informed and believes, and based thereon alleges, that
defendants' actions in conspiring to interfere with its advantageous business
relationships have been undertaken with fraud, oppression, and malice, and with
an intent to injure CSC. CSC is therefore entitled to an award of exemplary
damages in an amount according to proof.

63. The tortious conduct of each of the defendants alleged
hereinabove has made it necessary for CSC to bring suit against each of the
other defendants and CSC is, therefore, entitled to an award of damages in an
amount equal to its attorneys' fees, and according to proof, under the third
party tortfeasor doctrine.

SIXTH CLAIM FOR RELIEF
(BREACH OF FIDUCIARY DUTY)

<PAGE>

(AGAINST DEFENDANTS BEAR STEARNS AND URFIRER)

64. CSC realleges and incorporates herein by reference each and every
allegation set forth in paragraphs 1 through 63 hereinabove, inclusive.

65. Bear, Stearns and Urfirer were retained by Equifax, a former
partner of CSC, to assist in evaluating Equifax's interest in its partnership
with CSC. As partners, CSC and Equifax owed, and continue to owe, fiduciary
duties to one another. Bear Stearns and Urfirer, as agents and/or
representatives of Equifax, also owed fiduciary duties to CSC. CSC reposed trust
and confidence in Bear Stearns and Urfirer, as agents and/or representatives of
CSC's fiduciary, Equifax, not to disclose any of the confidential, non-public,
and proprietary information provided by CSC to Equifax in connection with the
valuation of Equifax's partnership interest. By virtue of Bear Stearns' and
Urfirer's involvement with Equifax and the valuation of Equifax's interest in
its partnership with CSC, Bear Stearns and Urfirer owed, and continue to owe,
fiduciary duties to CSC to protect and preserve CSC's interests and property.

66. By engaging in the acts alleged above, Bear Stearns and Urfirer
breached their fiduciary duties to CSC.

67. As set forth above, Bear Stearns and Urfirer have and will
continue to breach their fiduciary duties to CSC unless and until enjoined and
restrained by this Court. Such breaches will, if carried out, result in
disrupting and destroying CSC's business and assist CAI, Wang, and Kumar in
acquiring CSC at less than its fair market value.

68. CSC has no adequate remedy at law to prevent Bear Stearns and
Urfirer from continuing to breach their fiduciary duties to CSC.

<PAGE>

69. As a proximate result of the wrongful acts herein alleged, CSC
has suffered considerable damages in an amount not presently ascertainable, but
expected to be not less than $50 million. CSC will seek leave of Court to amend
this complaint when the full amount of those damages has been ascertained.

70. CSC is informed and believes, and based thereon alleges, that as
a further proximate result of the foregoing breaches of fiduciary duty, Bear
Stearns and Urfirer have been unjustly enriched, or have postured to become, the
full extent of which is presently unknown, but proof of which shall be presented
at trial.

71. Bear Stearns and Urfirer engaged in their wrongful conduct
alleged above with malice, fraud, and oppression. CSC is therefore entitled to
an award of exemplary damages against Bear Stearns and Urfirer in an amount to
be proven at trial.

SEVENTH CLAIM FOR RELIEF
(AIDING AND ABETTING BREACH OF FIDUCIARY DUTY)
(AGAINST DEFENDANTS CAI, CAI-COMPUTER SERVICES, WANG AND KUMAR)

72. CSC realleges and incorporates herein by reference each and every
allegation set forth in paragraphs 1 through 71 hereinabove, inclusive.

73. CSC is informed and believes, and based thereon alleges, that the
fiduciary obligations owed by defendants Bear Stearns and Urfirer to CSC were
well known by defendants CAI, Wang, and Kumar.

74. CAI, CAI-Computer Services, Wang, and Kumar, with full knowledge
of the fiduciary obligations owed by Bear Stearns and Urfirer to CSC, and for
their own financial gain, provided substantial material assistance to and
conspired with Bear Stearns

<PAGE>

and Urfirer in engaging in the acts set forth above. CAI, CAI-Computer Services,
Wang, and Kumar are thus liable to CSC as aiders and abettors of the breach of
fiduciary duties.

75. As set forth above, CAI, CAI-Computer Services, Wang, and Kumar
will continue to aid and abet Bear Stearns and Urfirer to breach their fiduciary
duties to CSC unless and until enjoined and restrained by this Court. Such
breaches will, if carried out, result in disrupting and destroying CSC's
business and assist CAI, Wang, and Kumar in acquiring CSC at less than its fair
market value.

76. CSC has no adequate remedy at law to prevent CAI, CAI-Computer
Services, Wang, and Kumar from aiding and abetting Bear Stearns and Urfirer to
breach their fiduciary duties to CSC.

77. The wrongful acts of CAI, CAI-Computer Services, Wang, and Kumar
as hereinabove alleged have directly and proximately caused damage to CSC in a
sum the precise amount of which is not presently ascertainable. CSC will seek
leave of Court to amend this complaint when the full amount of those damages has
been ascertained.

78. CAI, CAI-Computer Services, Wang, and Kumar engaged in the
wrongful conduct alleged above with malice, fraud, and oppression. CSC is
therefore entitled to an award of exemplary damages against each of those
defendants in an amount to be proven at trial.

EIGHTH CLAIM FOR RELIEF
(FOR UNFAIR COMPETITION)
(AGAINST ALL DEFENDANTS)

<PAGE>

79. CSC realleges and incorporates herein by reference each and every
allegation contained in paragraphs 1 through 78 hereinabove, inclusive.

80. As alleged above, defendants, and each of them, have engaged, are
engaging, continue to engage in, and propose to continue to engage in, unlawful,
unfair and fraudulent business acts and practices in violation of the California
Unfair Business Practices Act, California Business and Professions Code Section
17200 et seq.

81. Unless and until restrained and enjoined by this Court,
defendants' actions will continue to cause severe damage to the business of CSC
and the value of the stockholders' interest in CSC. Therefore, as set forth more
fully in the prayer below, CSC seeks to enjoin defendants from engaging in, and
continuing to engage in, unlawful, unfair and fraudulent business acts and
practices, and all violations of California law, and to enjoin defendants Bear
Stearns and Michael Urfirer from in any way assisting CAI and CAI-Computer
Services in their attempted takeover of CSC or providing any advice,
consultation, services, or work whatsoever to CAI and CAI-Computer Services in
connection with their attempted acquisition of CSC.

WHEREFORE, CSC prays for judgment against defendants, and each of
them, as follows:

1. On the First Claim for Relief, for a temporary restraining order,
preliminary injunction, and permanent injunction, restraining and enjoining
defendants, and all those acting in concert with defendants, from:

a. Proceeding with the Offer to Purchase any shares of CSC stock;

b. Acquiring or attempting to acquire any shares of CSC stock;

<PAGE>

c. Filing or disseminating any false or misleading Schedule 14D-1
statements, proxy solicitation materials, offering materials or other
documents or statements related to purchases and sales of, or any offer to
purchase or sell my shares of CSC stock;

d. Taking or attempting to take any other steps to acquire control of
CSC.

e. Divulging, making known, or making any use whatsoever of the
non-public, confidential and proprietary business information and trade
secrets of CSC that CSC gave in confidence to its then-partner Equifax or
to affiliates of Equifax or to the present or former employees, agents and
representatives of Equifax or its affiliates including, without limitation,
Bear Stearns and/or Urfirer;

f. As to defendants Bear Stearns and Urfirer providing any assistance,
consultation, advice or services of any kind or nature whatsoever to CAI,
CAI-Computer Services, Wang and/or Kumar in connection with any attempted
acquisition of CSC or in connection with any solicitation of proxies,
"agent designations," or consents from stockholders of CSC;

g. As to defendants CAI, CAI-Computer Services, Wang and Kumar,
requesting or receiving from Bear Stearns and/or Urfirer any assistance,
consultation, advice or services of any kind whatsoever in connection with
any attempted acquisition of CSC or in connection with any solicitation of
proxies, "agent designations," or consents from stockholders of CSC.

<PAGE>

2. On the Second Claim for Relief for a temporary restraining order,
preliminary injunction, and permanent injunction, all restraining and enjoining
defendants, and all those acting in concert with defendants, from:

(a) Divulging, making known, or making any use whatsoever of the
confidential, non-public, and proprietary business information of CSC;

(b) Soliciting, directly or indirectly, any CSC shareholder, customer,
employee or independent contractor with reference to the confidential,
non-public, and proprietary business information of CSC;

(c) Providing, with respect to defendants Bear Stearns and Urfirer,
any assistance, consultation, advice, or services of any kind or nature
whatsoever to CAI, CAI-Computer Services, Wang, and Kumar in connection
with their attempted acquisition of CSC;

(d) Requiring all defendants to immediately return to CSC all
confidential, non-public and proprietary information from CSC in any form
whatsoever;

(e) Retaining any materials, notes, files, correspondence, records, or
other documents obtained from CSC or Equifax, including originals and all
copies or transcriptions, and concerning, without limitation, CSC's
proprietary and confidential business information; and

(f) Attempting to acquire a majority of the outstanding shares of CSC
stock.

<PAGE>

3. On the Third Claim for Relief, for a temporary restraining order,
preliminary injunction, and permanent injunction, all restraining and enjoining
defendants, and all those acting in concert with defendants, from:

(a) Divulging, making known, or making any use whatsoever of the
confidential, non-public, and proprietary business information of CSC;

(b) Soliciting, directly or indirectly, any CSC shareholder, customer,
employee or independent contractor with reference to the confidential,
non-public, and proprietary business information of CSC;

(c) Providing, with respect to defendants Bear Stearns and Michael
Urfirer, any assistance, consultation, advice, or services of any kind or
nature whatsoever to CAI, Wang, and Kumar in connection with their
attempted acquisition of CSC;

(d) Requiring all defendants to immediately return to CSC all
confidential, non-public and proprietary information from CSC in any form
whatsoever;

(f) Attempting to acquire a majority of the outstanding shares of CSC.

<PAGE>

4. On the Sixth Claim for Relief, for a temporary restraining order,
preliminary injunction, and permanent injunction, all restraining and enjoining
Bear Stearns and Urfirer, and all those acting in concert with Bear Stearns and
Urfirer, from:

(a) Divulging, making known, or making any use whatsoever of the
confidential, non-public, and proprietary business information of CSC;

(b) Soliciting, directly or indirectly, any CSC shareholder, customer,
employee or independent contractor with reference to the confidential,
non-public and proprietary business information of CSC;

(c) Providing any assistance, consultation, advice, or services of any
kind or nature whatsoever to CAI, Wang, and Kumar in connection with their
attempted acquisition of CSC;

(d) Requiring Bear Stearns and Urfirer to immediately return to CSC
all confidential, non-public, and proprietary information from CSC in any
form whatsoever; and

5. On the Seventh Claim for Relief, for a temporary restraining
order, preliminary injunction, and permanent injunction, all restraining and
enjoining CAI, CAI-Computer Services, Wang, and Kumar, and all those acting in
concert with defendants, from:

<PAGE>

(a) Divulging, making known, or making any use whatsoever of the
confidential, non-public, and proprietary business information of CSC;

(b) Soliciting, directly or indirectly, any CSC shareholder, customer,
employee or independent contractor with reference to the confidential,
non-public, and proprietary business information of CSC;

(d) Requiring all defendants to immediately return to CSC all
confidential, non-public and proprietary information from CSC in any form
whatsoever;

(f) Attempting to acquire a majority of the outstanding shares of CSC
stock.

6. On the Eighth Claim for Relief, for a temporary restraining order,
preliminary injunction, and permanent injunction, all restraining and enjoining
defendants, and all those acting in concert with defendants, from:

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(a) Divulging, making known, or making any use whatsoever of the
confidential, non-public, and proprietary business information of CSC;

(b) Soliciting, directly or indirectly, any CSC shareholder, customer,
employee or independent contractor with reference to the confidential,
non-public, and proprietary business information of CSC;

(c) Providing, with respect to defendants Bear Stearns and Michael
Urfirer, any assistance, consultation, advice, or services of any kind or
nature whatsoever to CAI, CAI-Computer Services, Wang, and Kumar in
connection with their attempted acquisition of CSC;

(d) Requiring all defendants to immediately return to CSC all
confidential, non-public and proprietary information from CSC in any form
whatsoever;

(f) Attempting to acquire a majority of the outstanding shares of CSC.

7. On the Eighth Claim for Relief, for restitution to CSC in an
amount to be proved at trial.

<PAGE>

8. On all Claims for Relief, for an award of compensatory damages
according to proof.

9. On all Claims for Relief, for an award of exemplary damages according to
proof.

10. For costs of suit incurred herein.

11. For such other and further relief as the Court deems just and proper.

DATED: March 2, 1998 MITCHELL, SILBERBERG & KNUPP LLP
ELIA WEINBACH
PATRICIA A. BENSON
RICHARD B. SHELDON, JR.

By: /s/ ELIA WEINBACH
-----------------------------------
Elia Weinbach
Attorneys for Plaintiff
COMPUTER SCIENCES CORPORATION

<PAGE>

DEMAND FOR JURY TRIAL

Computer Sciences Corporation demands a jury trial pursuant to F.R.Civ.
P.38(b).

DATED: March 2, 1998 MITCHELL, SILBERBERG & KNUPP LLP
ELIA WEINBACH
PATRICIA A. BENSON
RICHARD B. SHELDON, JR.

By: /s/ ELIA WEINBACH
-----------------------------------
Elia Weinbach
Attorneys for Plaintiff
COMPUTER SCIENCES CORPORATION