<PAGE>
                                     WARRANT



THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES LAWS
OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
ACT AND ANY APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER
OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS.

             WARRANT TO PURCHASE COMMON STOCK OF WHITTMAN-HART, INC.

<TABLE>

                 <S>                                 <C>
                 INITIAL NUMBER OF SHARES                 400,000 SHARES
                 DATE OF GRANT                         November 12, 1999
                 EXPIRATION DATE:                          JUNE 30, 2005

</TABLE>

         THIS CERTIFIES THAT, for value received pursuant to that certain
Common Stock and Warrant Purchase Agreement, dated as of September 29, 1999
(the "PURCHASE AGREEMENT"), Novell, Inc., a Delaware corporation, or any
person to whom this interest in this Warrant is lawfully transferred in
accordance with the terms hereof (the original holder hereof and such
transferees herein collectively referred to as "HOLDER") is entitled, subject
to the terms and conditions of this Warrant, at any time or from time to time
on and after July 1, 2000 (the "EFFECTIVE DATE"), and before 5:00 p.m.
Pacific Time on June 30, 2005 (the "EXPIRATION DATE"), to purchase from
Whittman-Hart, Inc., a Delaware corporation (the "COMPANY"), Four Hundred
Thousand (400,000) shares of Common Stock of the Company at a price per share
of Thirty-five and 875/1000 Dollars ($35.875) (the "PER SHARE PURCHASE Price").
Both the number of shares of Common Stock purchasable upon exercise of this
Warrant and the Per Share Purchase Price are subject to adjustment and change
as provided herein. This Warrant is issued pursuant to the Purchase
Agreement. Unless otherwise provided for herein, all capitalized terms in
this Warrant shall have the meanings set forth in the Purchase Agreement.

         1. CERTAIN DEFINITIONS. As used in this Warrant, the following terms
shall have the following respective meanings:

                  1.1 "FAIR MARKET VALUE" of a share of Common Stock as of a
particular date shall mean:

<PAGE>

                           (a) If the Common Stock is traded on a securities
exchange or the Nasdaq National or SmallCap Market, the Fair Market Value
shall be deemed to be the average of the closing prices of the Common Stock
of the Company on such exchange or market over the 3 trading days of such
exchange ending on the trading day immediately preceding the applicable date
of valuation;

                           (b) If subpart (a) above does not apply and if the
Common Stock is actively traded over-the-counter, the Fair Market Value shall
be the average of the closing bid prices for each trading day in the thirty
(30)-day period ending immediately prior to the applicable date of valuation;
and

                           (c) If there is no active public market for the
Common Stock, the Fair Market Value shall be the value thereof, as agreed
upon by the Company and the Holder; PROVIDED, HOWEVER, that if the Company
and the Holder cannot agree on such value within fifteen (15) days following
either party's written demand for an agreement, then, upon demand by either
party, such value shall be determined by an independent valuation firm
experienced in valuing businesses such as the Company and jointly selected in
good faith by the Company and the Holder. The determination of the valuation
firm shall be final and binding on the Company and the Holder, and the fees
and expenses of the valuation firm shall be paid for by the Company.

                  1.2 "HSR ACT" shall mean the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended.

                  1.3 "REGISTERED HOLDER" shall mean any Holder in whose name
this Warrant is registered upon the books and records maintained by the
Company.

                  1.4 "WARRANT" as used herein, shall include this Warrant
and any warrant delivered in substitution or exchange therefor as provided
herein.

                  1.5 "COMMON STOCK" shall mean the Common Stock of the
Company and any other securities at any time receivable or issuable upon
exercise of this Warrant.

         2.       EXERCISE OF WARRANT

                  2.1 INITIAL WARRANT SHARES. The Holder shall have the right
to exercise its rights under this Warrant and to purchase Two Hundred
Thousand (200,000) shares of Common Stock (the "INITIAL WARRANT SHARES") at
any time on and after the effective date, and on or prior to the Expiration
Date, if, but only if, the Company does not meet any one of the following
milestones on or before June 30, 2000, to wit:

                           (a) The Company shall employ on a full-time basis at
                           least one hundred twenty-five (125) billable
                           consultants in its NDS Solutions Practice (as said
                           term is defined in the Global Alliance Agreement,
                           dated as of September 29, 1999, between the Company
                           and the Investor (the "Alliance Agreement")); or

                           (b) The Company shall enter into NDS Solutions
                           Practice assignments with at least twenty (20)
                           individual customers, PROVIDED,


                                      -2-

<PAGE>

                           HOWEVER, for this purpose, that affiliated companies
                           shall be deemed one customer; or

                           (c) The Company's revenue from its NDS Solutions
                           Practice for the period commencing on September 29,
                           1999 and ending on the effective date shall be equal
                           to at least $3,000,000.

The Holder's right to exercise the Warrant and purchase the Initial Warrant
Shares shall expire and be of no force and effect, if: (i) the Company meets
all the above milestones on or before the effective date, (ii) the Alliance
Agreement is terminated in accordance with the terms thereof on or before the
effective date as a consequence of a breach or default by the Investor under
the Alliance Agreement, or (iii) as of the effective date, the Investor is in
breach of, or default under, the Alliance Agreement, Investor fails to cure
such breach or default within any time allowed for cure by the Alliance
Agreement, and, as a consequence of such breach or default, the Company
terminates the Alliance Agreement as permitted thereby; PROVIDED, HOWEVER,
that, in the case of this subpart (iv), the Investor shall not be entitled to
exercise its right to purchase the Initial Warrant Shares during any such
cure period. Further, the Investor shall have no right to exercise its rights
to purchase the Initial Shares at any time when (A) the Company is performing
its obligations under the Alliance Agreement in all material respects and (B)
Novell is failing to perform its obligations under Section 3(a) of the
Alliance Agreement in any material respect, in which case, the time period
permitted for the Company to achieve the above milestones shall be extended
by a period equal to the length of any period of such failure to perform in
accordance with the claim of delay procedures attached hereto as Exhibit A.

                  2.2 REMAINING WARRANT SHARES: The Holder shall have the right
to exercise its rights under this Warrant and to purchase Two Hundred Thousand
(200,000) shares of Common Stock (the "REMAINING WARRANT SHARES") at any time
after June 30, 2001, and on or prior to the Expiration Date, if, but only if,
the Company does not meet any one of the following milestones on or before June
30, 2001, to wit:

                           (a) The Company shall employ on a full time basis at
                           least three hundred (300) billable consultants in its
                           NDS Solutions Practice; or

                           (b) The Company shall enter into NDS Solutions
                           Practice assignments with at least eighty (80)
                           individual customers, PROVIDED, HOWEVER, for this
                           purpose, that affiliated companies shall be deemed
                           one customer; or

                           (c) The Company's revenue from its NDS Solutions
                           Practice for the period commencing on September 29,
                           1999 and ending on June 30, 2001 shall be equal to at
                           least $35,000,000.

The Holder's right to exercise and purchase the Remaining Warrant Shares
shall expire and be of no force and effect, if: (i) the Company meets all the
above milestones on or before June 30, 2001, (ii) the Alliance Agreement is
terminated in accordance with the terms thereof on or before June 30, 2001 as
a consequence of an event of default by the Investor under the Alliance
Agreement, (iii) as of June 30, 2001, the Investor is in breach of, or
default under, the Alliance Agreement, Investor fails to cure such breach or
default within any time allowed for cure by the Alliance Agreement, and, as a
consequence of such breach or default, the Company terminates the Alliance
Agreement as

                                      -3-

<PAGE>


permitted thereby, PROVIDED, HOWEVER, that, in the case of this
subpart (iii), the Investor shall not be entitled to exercise its right to
purchase the Remaining Warrant Shares during any such cure period, or (iv)
despite good faith negotiations by the Company, the Alliance Agreement
terminates pursuant to Section 12.c(ii) thereof. Further, the Investor shall
have no right to exercise its rights to purchase the Remaining Warrant Shares
at any time when (A) the Company is performing its obligations under the
Alliance Agreement in all material respects and (B) Novell is failing to
perform its obligations under Section 3(a) or 3(d) of the Alliance Agreement
in any material respect, in which case the time period permitted for the
Company to achieve the above milestones shall be extended by a period equal
to the length of any period of such failure to perform in accordance with the
claim of delay procedures attached hereto as Exhibit A.

                  2.3 ADDITIONAL LIMITATION. The rights to purchase the
Initial Warrant Shares and the Remaining Warrant Shares pursuant to this
Warrant shall expire on the Expiration Date.

                  2.4 PAYMENT. Subject to compliance with the terms and
conditions of this Warrant and applicable securities laws, this Warrant may
be exercised on or before the Expiration Date:

                           (a) the delivery (including, without limitation,
delivery by facsimile) of the form of Notice of Exercise attached hereto as
EXHIBIT 1 (the "NOTICE OF EXERCISE"), duly executed by the Holder, at the
principal office of the Company, and as soon as practicable after such date,
surrendering this Warrant at the principal office of the Company, and

                           (b) payment, (i) in cash (by check) or by wire
transfer, (ii) by cancellation by the Holder of indebtedness of the Company
to the Holder; or (iii) by a combination of (i) and (ii), of an amount (the
"PURCHASE PRICE") equal to the product obtained by multiplying the number of
shares of Common Stock being purchased upon such exercise by the Per Share
Purchase Price, except that if Holder is subject to the HSR Requirements (as
defined in Section 2.5 below), the Exercise Amount shall be paid to the
Company within five (5) business days of the termination of all HSR
Requirements.

                  2.5 NET ISSUE EXERCISE. In lieu of the payment methods set
forth in Section 2.4 above, the Holder may elect to exchange all or some of
the Warrant for a number of shares (rounded down to the nearest whole share)
of Common Stock equal to the value of the amount of the Warrant being
exchanged on the date of exchange. If Holder elects to exchange this Warrant
as provided in this Section, Holder shall tender to the Company the Warrant
for the amount being exchanged, along with written notice of Holder's
election to exchange some or all of the Warrant, and the Company shall issue
to Holder the number of shares (rounded down to the nearest whole share) of
the Common Stock computed using the following formula:

                  X= Y (A-B)
                  -----------
                        A

                  Where X = the number of shares of Common Stock to be issued to
                  Holder.

                  Y = the number of shares of Common Stock purchasable under the
                      amount of the Warrant being exchanged (as adjusted to the
                      date of such calculation).



                                      -4-

<PAGE>

                  A = the Fair Market Value of one share of Common Stock.

                  B = the Per Share Purchase Price in effect under this
                      Warrant on the date the net issue exercise election is
                      made pursuant to this Section.

All references herein to an "exercise" of the Warrant shall include an
exchange pursuant to this Section.

                  2.6 "EASY SALE" EXERCISE. In lieu of the payment methods
set forth in Section 2.4 above, when permitted by law and applicable
regulations (including Nasdaq and NASD rules), the Holder may pay the Per
Share Purchase Price through a "same day sale" commitment from the Holder
(and if applicable a broker-dealer that is a member of the National
Association of Securities Dealers (a "NASD DEALER")), whereby the Holder
irrevocably elects to exercise this Warrant and to sell a portion of the
Common Stock so purchased to pay for the Purchase Price and the Holder (or,
if applicable, the NASD Dealer) commits upon sale (or, in the case of the
NASD Dealer, upon receipt) of such Common Stock to forward the Purchase Price
directly to the Company.

                  2.7 STOCK CERTIFICATES; FRACTIONAL SHARES. As soon as
practicable on or after the date this Warrant is exercised, the Company shall
issue and deliver to the person or persons entitled to receive the same a
certificate or certificates for the number of whole shares of Common Stock
issuable upon such exercise, rounded down to the nearest whole share. No
fractional shares or scrip representing fractional shares shall be issued
upon an exercise of this Warrant.

                  2.8      HSR ACT.

                           (a) The Company hereby acknowledges that exercise
of this Warrant by Holder may subject the Company and/or the Holder to the
filing requirements of the HSR Act and that Holder may be prevented from
exercising this Warrant until the expiration or early termination of all
waiting periods imposed by the HSR Act ("HSR REQUIREMENTS"). If on or before
the Expiration Date, Holder has sent a Notice of Exercise to Company and
Holder has not been able to complete the exercise of this Warrant prior to
the Expiration Date because of the non-fulfillment of HSR Requirements, the
Holder shall be entitled to complete the process of exercising this Warrant,
for a period of ten (10) business days following fulfillment or irrevocable
termination of the HSR Requirements, in accordance with the procedures
contained herein, notwithstanding the fact that completion of the exercise of
this Warrant would take place after the Expiration Date.

                           (b) Promptly after any exercise of the Holder's
rights under this Warrant, the Company and the Holder shall each complete and
file any premerger notification report forms under the HSR Act applicable to
the issuance of the Warrant Shares and shall use all reasonable efforts to
comply with any applicable HSR Requirements; PROVIDED, HOWEVER, that neither
the Company nor the Holder shall be under any obligation to comply with any
request or requirement imposed by the Federal Trade Commission (the "FTC"),
the Department of Justice ("DOJ") or any other governmental authority in
connection with its compliance with such HSR Requirements, if the Company or
the Holder reasonably determines in its sound, good faith and reasonable
business judgment, that such compliance would have an adverse impact on its
business, contracts, financial position or prospects. Without limiting the
generality of the foregoing, neither the Company nor the Holder shall be
obligated to comply with any request by, or any requirement of the FTC, the
DOJ or any other governmental authority (i) to disclose information the
Company or the Holder, as the case may be, in its sound, good faith and
reasonable business judgment believes must be kept confidential

                                      -5-

<PAGE>

to avoid injury to its business; (ii) to dispose of any assets or operations;
or (iii) to comply with any restriction on the manner in which it conducts
its operations. In the event that the Company shall elect not to comply with
any of the HSR Requirements pursuant to the immediately preceding sentence,
it shall be obligated to pay to the Holder in cash (by check or wire
transfer), within ninety (90) days following written election by the Holder,
an amount equal to the number of shares that were to be issued pursuant to
the Holder's Notice of Exercise times that value equal to the difference
between: (1) the closing price of the Company Common Stock on the date of
delivery of Holder's Notice of Exercise of its rights hereunder, and (2) the
Per Share Purchase Price.

                  2.9 PARTIAL EXERCISE; EFFECTIVE DATE OF EXERCISE. In case
of any partial exercise of this Warrant, the Company shall cancel this
Warrant upon surrender hereof and shall execute and deliver a new Warrant of
like tenor and date for the balance of the shares of Common Stock purchasable
hereunder. This Warrant shall be deemed to have been exercised immediately
prior to the close of business on the date of its surrender for exercise as
provided above. However, if Holder is subject to HSR Requirements, this
Warrant shall be deemed to have been exercised on the date immediately
following the date of the expiration or termination of all HSR Requirements.
The person entitled to receive the shares of Common Stock issuable upon
exercise of this Warrant shall be treated for all purposes as the holder of
record of such shares as of the close of business on the date the Holder is
deemed to have exercised this Warrant.

         3. VALID ISSUANCE; TAXES. All shares of Common Stock issued upon the
exercise of this Warrant shall be validly issued, fully paid and
non-assessable, and the Company shall pay all transfer or stamp taxes and
other similar governmental charges that may be imposed in respect of the
issue or delivery thereof. The Company shall not be required to pay any tax
or other charge imposed in connection with any transfer involved in the
issuance of any certificate for shares of Common Stock in any name other than
that of the Registered Holder of this Warrant, and in such case the Company
shall not be required to issue or deliver any stock certificate or security
until such tax or other charge has been paid, or it has been established to
the Company's reasonable satisfaction that no tax or other charge is due.

         4. ADJUSTMENT OF PURCHASE PRICE AND NUMBER OF SHARES. The number of
shares of Common Stock issuable upon exercise of this Warrant (or any shares
of stock or other securities or property receivable or issuable upon exercise
of this Warrant), the Per Share Purchase Price and the Purchase Price are
subject to adjustment upon occurrence of the following events:

                  4.1 ADJUSTMENT FOR STOCK SPLITS, STOCK SUBDIVISIONS OR
COMBINATIONS OF SHARES. The Per Share Purchase Price of this Warrant shall be
proportionally decreased, and the number of shares of Common Stock issuable
upon exercise of this Warrant (or any shares of stock or other securities at
the time issuable upon exercise of this Warrant) shall be proportionally
increased, to reflect any forward stock split or subdivision of the Company's
Common Stock. The Per Share Purchase Price of this Warrant shall be
proportionally increased, and the number of shares of Common Stock issuable
upon exercise of this Warrant (or any shares of stock or other securities at
the time issuable upon exercise of this Warrant) shall be proportionally
decreased, to reflect any reverse stock split or combination of the Company's
Common Stock.

                  4.2 ADJUSTMENT FOR DIVIDENDS OR DISTRIBUTIONS OF STOCK OR
OTHER SECURITIES OR PROPERTY. In case the Company shall make or issue, or
shall fix a record date for the determination

                                      -6-

<PAGE>

of eligible holders entitled to receive, a dividend or other distribution
with respect to the Common Stock (or any shares of stock or other securities
at the time issuable upon exercise of the Warrant) payable in (a) securities
of the Company or (b) assets (excluding cash dividends paid or payable solely
out of retained earnings), then, in each such case, the Holder on exercise
hereof, at any time after the consummation, effective date or record date of
such dividend or other distribution, shall receive, in addition to the shares
of Common Stock (or such other stock or securities) issuable on such exercise
prior to such date, and without the payment of additional consideration
therefor, the securities or such other assets of the Company to which such
Holder would have been entitled upon such date, if such Holder had exercised
this Warrant on the date hereof and had thereafter, during the period from
the date hereof to and including the date of such exercise, retained such
shares and/or all other additional stock available by it as aforesaid during
such period, giving effect to all adjustments called for by this Section 4.2.

                  4.3 RECLASSIFICATION. If the Company, by reclassification
of securities or otherwise, shall change any of the securities as to which
purchase rights under this Warrant exist into the same or a different number
of securities of any other class or classes, this Warrant shall thereafter
represent the right to acquire such number and kind of securities as would
have been issuable as the result of such change with respect to the
securities that were subject to the purchase rights under this Warrant
immediately prior to such reclassification or other change, and the Per Share
Purchase Price therefore shall be appropriately adjusted, all subject to
further adjustment as provided in this Section 4. No adjustment shall be made
pursuant to this Section 4.3 upon any conversion or redemption of the Common
Stock which is the subject of Section 4.5.

                  4.4 ADJUSTMENT FOR CAPITAL REORGANIZATION, MERGER OR
CONSOLIDATION. In case of any capital reorganization of the capital stock of
the Company (other than a combination, reclassification, exchange or
subdivision of shares otherwise provided for herein), or any merger or
consolidation of the Company with or into another corporation, or the sale of
all or substantially all the assets of the Company, then, and in each such
case, as a part of such reorganization, merger, consolidation, sale or
transfer, lawful provision shall be made so that the Holder of this Warrant
shall thereafter be entitled to receive upon exercise of this Warrant, during
the period specified herein and upon payment of the Purchase Price, the
number of shares of stock or other securities or property of the successor
corporation resulting from such reorganization, merger, consolidation, sale
or transfer that a holder of the shares deliverable upon exercise of this
Warrant would have been entitled to receive in such reorganization,
consolidation, merger, sale or transfer, as if this Warrant had been
exercised immediately before such reorganization, merger, consolidation, sale
or transfer, all subject to further adjustment as provided in this Section 4.
The foregoing provisions of this Section 4.4 shall similarly apply to
successive reorganizations, consolidations, mergers, sales and transfers and
to the stock or securities of any other corporation that are at the time
receivable upon the exercise of this Warrant. If the per-share consideration
payable to the Holder for shares in connection with any such transaction is
in a form other than cash or marketable securities, then the value of such
consideration shall be determined in good faith by the Company's Board of
Directors. In all events, appropriate adjustment (as determined in good faith
by the Company's Board of Directors) shall be made in the application of the
provisions of this Warrant with respect to the rights and interests of the
Holder after the transaction, to the end that the provisions of this Warrant
shall be applicable after that event, as near as reasonably may be, in
relation to any shares or other property deliverable after that event upon
exercise of this Warrant.

                                      -7-

<PAGE>

                  4.5 CONVERSION OF COMMON STOCK. In case all or any portion
of the authorized and outstanding shares of Common Stock of the Company are
redeemed or converted or reclassified into other securities or property
pursuant to the Company's Certificate of Incorporation or otherwise, or the
Common Stock otherwise ceases to exist, then, in such case, the Holder, upon
exercise hereof at any time after the date on which the Common Stock is so
redeemed or converted, reclassified or ceases to exist (the "TERMINATION
DATE"), shall receive, in lieu of the number of shares of Common Stock that
would have been issuable upon such exercise immediately prior to the
Termination Date, the securities or property that would have been received if
this Warrant had been so exercised and the Common Stock received thereupon
had been simultaneously converted immediately prior to the Termination Date,
all subject to further adjustment as provided in this Warrant. Additionally,
the Per Share Purchase Price shall be immediately adjusted to equal the
quotient obtained by dividing (x) the aggregate Purchase Price of the maximum
number of shares of Common Stock for which this Warrant was exercisable
immediately prior to the Termination Date by (y) the number of shares of
Common Stock of the Company for which this Warrant is exercisable immediately
after the Termination Date, all subject to further adjustment as provided
herein.

                  4.6 CERTAIN EVENTS. If (i) any event occurs of a type that
would have an effect on the rights granted under this Warrant similar to the
effect of any event described by the other provisions of this Section 4 and
(ii) such event is not expressly provided for by such other provisions, then
an appropriate adjustment in the Per Share Purchase Price and the number of
shares of Common Stock obtainable upon exercise of this Warrant, so as to
protect the rights of the Holder, shall be made.

                  4.7 CERTIFICATE AS TO ADJUSTMENTS. In each case of any
adjustment in the Per Share Purchase Price, or number or type of shares
issuable upon exercise of this Warrant, the Chief Financial Officer of the
Company shall compute such adjustment in accordance with the terms of this
Warrant and prepare a certificate setting forth such adjustment and showing
in reasonable detail the facts upon which such adjustment is based, including
a statement of the adjusted Per Share Purchase Price, which shall be
conclusive absent fraud, negligence or manifest error. The Company shall
promptly send (by facsimile and by either first class mail, postage prepaid
or overnight delivery) a copy of each such certificate to the Holder.

         5. LOSS OR MUTILATION. Upon receipt of evidence reasonably
satisfactory to the Company of the ownership of, and the loss, theft,
destruction or mutilation of, this Warrant, and of an indemnity reasonably
satisfactory to it, and (in the case of mutilation) upon surrender and
cancellation of this Warrant, the Company will execute and deliver in lieu
thereof a new Warrant of like tenor as the lost, stolen, destroyed or
mutilated Warrant.

         6. RESERVATION OF COMMON STOCK. The Company hereby covenants that at
all times there shall be reserved for issuance and delivery upon exercise of
this Warrant such number of shares of Common Stock or other shares of capital
stock of the Company as are from time to time issuable upon exercise of this
Warrant and, from time to time, will take all steps necessary to amend its
Certificate of Incorporation to provide sufficient authorized shares of
Common Stock issuable upon exercise of this Warrant. All such shares shall be
duly authorized, and when issued upon such exercise, shall be validly issued,
fully paid and non-assessable, free and clear of all liens, security
interests, charges, encumbrances or limitations on sale, and free and clear
of all preemptive rights, except non-monetary encumbrances and limitations on
sale arising under federal or state securities laws. Issuance of this Warrant
shall constitute full authority to the Company's officers who are

                                       -8-

<PAGE>

charged with the duty of executing stock certificates to execute and issue
the necessary certificates for shares of Common Stock upon the exercise of
this Warrant.

         7. TRANSFER AND EXCHANGE.

                  7.1 RIGHT TO TRANSFER. Subject to the terms and conditions
of this Warrant and compliance with all applicable securities laws, this
Warrant and all rights hereunder (and any shares of Common Stock acquired on
exercise of the Warrant) may be transferred, in whole or in part, only (a) to
a Majority Owned Subsidiary (as defined below) of the Registered Holder, (b)
to an Institutional Investor (as defined below) or (c) in a sale effectuated
pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended
(the "1933 ACT"), or (d) in an offering registered under Section 5 of the
1933 Act. Any such transfer shall be made on the books of the Company
maintained for such purpose at the principal office of the Company referred
to above, by the Registered Holder hereof in person, or by duly authorized
attorney, upon surrender of this Warrant properly endorsed and upon payment
of any necessary transfer tax or other governmental charge imposed upon such
transfer. Upon any permitted partial transfer of the Warrant, the Company
will issue and deliver to the Registered Holder a new Warrant or Warrants
with respect to the shares of Common Stock not so transferred. Each taker and
holder of this Warrant, by taking or holding the same, consents and agrees
that when this Warrant shall have been so endorsed, the person in possession
of this Warrant may be treated by the Company, and all other persons dealing
with this Warrant, as the absolute owner hereof for any purpose and as the
person entitled to exercise the rights represented hereby, any notice to the
contrary notwithstanding; PROVIDED, HOWEVER, that, until a transfer of this
Warrant is duly registered on the books of the Company, the Company may treat
the Registered Holder hereof as the owner for all purposes. Upon any full or
partial transfer of the Warrant or the shares of Common Stock acquired on
exercise of the Warrant pursuant to clauses (b) through (d), inclusive, of
the first sentence of this Section 7.1, all restrictions applicable to the
transfer of the Warrant or such Common Stock, or portion thereof, so
transferred shall cease, including without limitation, the restrictions on
transfer contained the Investor Rights Agreement of even date herewith,
executed by the Company and the Investor.

                  7.2 MAJORITY OWNED SUBSIDIARY. A "MAJORITY OWNED
SUBSIDIARY" shall mean a subsidiary of which the Registered Holder
beneficially owns, either directly or indirectly, at least fifty percent
(50%) of the voting securities.

                  7.3 INSTITUTIONAL INVESTOR. An "INSTITUTIONAL INVESTOR"
shall mean any person considered to be an "accredited investor" under Rule
501(a)(i) of Regulation D under the 1933 Act; PROVIDED, HOWEVER, that
"Institutional Investor" shall not include (i) any entity that the Company,
in its good faith and reasonable business judgment, determines is a
significant competitor of the Company or (ii) any Majority Owned Subsidiary.

         8. SECURITIES LAW REQUIREMENTS ON TRANSFER. The Holder, by
acceptance hereof, agrees that such Holder will not sell, transfer, pledge or
hypothecate any or all such Warrants or Common Stock issued pursuant to such
Warrant, as the case may be, unless either (i) this Warrant and/or said
Common Stock is registered for sale in accordance with applicable federal and
state securities laws or (ii) the Company has received an opinion of counsel,
in form and substance reasonably satisfactory to the Company, to the effect
that such registration is not required in connection with such disposition or
(iii) the sale of such securities is made pursuant to Rule 144 under the 1933
Act.

                                      -9-

<PAGE>

         9. COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant,
the Holder hereby represents, warrants and covenants that any shares of
Common Stock purchased upon exercise of this Warrant or acquired upon
conversion thereof shall be acquired for investment only and not with a view
to, or for sale in connection with, any distribution thereof; that the Holder
has had such opportunity as such Holder has deemed adequate to obtain from
representatives of the Company such information as is necessary to permit the
Holder to evaluate the merits and risks of its investment in the company;
that the Holder is able to bear the economic risk of holding such shares as
may be acquired pursuant to the exercise of this Warrant for an indefinite
period; that the Holder understands that the shares of Common Stock acquired
pursuant to the exercise of this Warrant will not be registered under the
1933 Act (unless otherwise required pursuant to exercise by the Holder of the
registration rights, if any, previously granted to the Registered Holder) and
will be "restricted securities" within the meaning of Rule 144 under the 1933
Act and that the exemption from registration under Rule 144 will not be
available for at least one (1) year from the date of exercise of this
Warrant, subject to any special treatment by the SEC for exercise of this
Warrant pursuant to Section 2.2, and even then will not be available unless a
public market then exists for the Common Stock, adequate information
concerning the Company is then available to the public and other terms and
conditions of Rule 144 are complied with; and that all stock certificates
representing shares of Common Stock issued to the Holder upon exercise of
this Warrant may have affixed thereto a legend substantially in the following
form:

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES
         LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
         TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
         AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS,
         PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE
         AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
         INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE
         SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
         SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
         RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
         SECURITIES LAWS.

         10. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. This Warrant shall not
entitle the Holder to any voting rights or other rights as a stockholder of
the Company. In the absence of affirmative action by such Holder to purchase
Common Stock by exercise of this Warrant, no provisions of this Warrant, and
no enumeration herein of the rights or privileges of the Holder hereof, shall
cause such Holder hereof to be a stockholder of the Company for any purpose.

         11. REGISTRATION RIGHTS. All shares of Common Stock issuable upon
exercise of this Warrant shall be "Registrable Securities" or such other
definition of securities entitled to registration rights pursuant to the
Investor Rights Agreement, dated as of the date hereof, between the Company
and the Holder, and are entitled, subject to the terms and conditions of that
agreement, to all registration rights granted to holders of Registrable
Securities thereunder.

                                      -10-

<PAGE>

         12. NOTICES. Unless otherwise provided in this Warrant, any notice
required or permitted under this Warrant shall be given in writing, shall be
effective when received, and shall in any event be deemed received and
effectively given upon personal delivery to the party to be notified or three
(3) business days after deposit with the United States Post Office, by
registered or certified mail, postage prepaid, or one (1) business day after
deposit with a nationally recognized courier service such as Federal Express,
at the address indicated for such party on the signature page hereof or at
such other address as the Investor or the Company may designate by giving at
least ten (10) days advance written notice pursuant to this Section.

         13. HEADINGS. The headings in this Warrant are for purposes of
convenience in reference only and shall not be deemed to constitute a part
hereof.

         14. LAW GOVERNING. This Warrant shall be construed and enforced in
accordance with, and governed by, the laws of the State of Delaware.

         15. NO IMPAIRMENT. The Company will not, by amendment of its
Certificate of Incorporation or bylaws, or through reorganization,
consolidation, merger, dissolution, issue or sale of securities, sale of
assets or any other voluntary action, avoid or seek to avoid the observance
or performance of any of the terms of this Warrant, but will at all times in
good faith assist in the carrying out of all such terms and in the taking of
all such action as may be necessary or appropriate in order to protect the
rights of the Registered Holder of this Warrant against impairment. Without
limiting the generality of the foregoing, the Company (a) will not increase
the par value of any shares of stock issuable upon the exercise of this
Warrant above the amount payable therefor upon such exercise, and (b) will
take all such action as may be necessary or appropriate in order that the
Company may validly and legally issue fully paid and non-assessable shares of
Common Stock upon exercise of this Warrant.

         16. NOTICES OF RECORD DATE. In case:

                  16.1 the Company shall take a record of the holders of its
                  Common Stock (or other stock or securities at the time
                  receivable upon the exercise of this Warrant), for the purpose
                  of entitling them to receive any dividend or other
                  distribution, or any right to subscribe for or purchase any
                  shares of stock of any class or any other securities or to
                  receive any other right; or

                  16.2 of any consolidation or merger of the Company with or
                  into another corporation, any capital reorganization of the
                  Company, any reclassification of the Capital Stock of the
                  Company, or any conveyance of all or substantially all of the
                  assets of the Company to another corporation in which holders
                  of the Company's stock are to receive stock, securities or
                  property of another corporation; or

                  16.3 of any voluntary dissolution, liquidation or winding-up
                  of the Company; or

                  16.4 of any redemption or conversion of all outstanding Common
                  Stock;

then, and in each such case, the Company will mail or cause to be mailed to the
Registered Holder a notice specifying, as the case may be, (i) the date on which
a record is to be taken for the purpose of

                                      -11-
<PAGE>

such dividend, distribution or right or (ii) the date on which such
reorganization, reclassification, consolidation, merger, conveyance,
dissolution, liquidation, winding-up, redemption or conversion is to take
place, and the time, if any is to be fixed, as of which the holders of record
of Common Stock (or such stock or securities as at the time are receivable
upon the exercise of this Warrant) shall be entitled to exchange their shares
of Common Stock (or such other stock or securities) for securities or other
property deliverable upon such reorganization, reclassification,
consolidation, merger, conveyance, dissolution, liquidation or winding-up.
Such notice shall be delivered at least twenty (20) days prior to the date
therein specified.

         17. SEVERABILITY. If any term, provision, covenant or restriction of
this Warrant is held by a court of competent jurisdiction to be invalid, void
or unenforceable, the remainder of the terms, provisions, covenants and
requirements of this Agreement shall remain in full force and effect and
shall in no way be affected, impaired or invalidated.

         18. COUNTERPARTS. For the convenience of the parties, any number of
counterparts of this Warrant may be executed by the parties hereto, and each
such executed counterpart shall be, and shall be deemed to be, an original
instrument.

         19. NO INCONSISTENT AGREEMENTS. The Company will not, on or after
the date of this Warrant, enter into any agreement with respect to its
securities that is inconsistent with the rights granted to the Holder or
otherwise conflicts with the provisions hereof. The rights granted to the
Holder hereunder do not in any way conflict with and are not inconsistent
with the rights granted to holders of the Company's securities under any
other agreements, except rights that have been waived.

         20. SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Date falls on
a Saturday, Sunday or legal holiday, the Expiration Date shall automatically
be extended until 5:00 p.m. the next business day.

         21. SUCCESSORS AND ASSIGNS. The terms and conditions of this Warrant
are binding upon and will insure to the benefit of the Company, the Holders
and their respective successors and assigns.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


                                      -12-
<PAGE>


         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date and year first above written.

<TABLE>
<CAPTION>

NOVELL, INC.                                         WHITTMAN-HART, INC.
<S>                                                  <C>


By: /s/ Dennis Raney                                 By: /s/ Robert F. Bernard
   ------------------------------------                 --------------------------------

Name:    Dennis Raney                                Name:    Robert F. Bernard

Title:   Senior Vice President and                   Title:   Chairman of the Board and
         Chief Financial Officer                              Chief Executive Officer
         Novell, Inc.                                         Whittman-Hart, Inc.


Date Signed:___________________________              Date Signed:_______________________


Address: 122 East 1700 South                         Address: 311 South Wacker Dr.,
         Provo, Utah  84606                                   Suite 3500
                                                              Chicago, Illinois  60606-6618

Telephone No: 801-861-7000                           Telephone No. 312-922-9200

with copies to:  Wilson Sonsini Goodrich &  Rosati   with copies to:    David P. Shelow, Esq.
                 650 Page Mill Rd.                                      Whittman-Hart, Inc.
                 Palo Alto, California  94304                           311 South Wacker Dr.,
                 ATTN: AARON A. HEN, ESQ.                               Suite 3500
                                                                        Chicago, Illinois  60606-6618

                                                                        Katten Muchin & Zavis
                                                                        525 West Monroe St., Suite 1600
                                                                        Chicago, Illinois   60661
                                                                        ATTN: MARK D. WOOD, ESQ.

</TABLE>

<PAGE>

                                    EXHIBIT 1
                               NOTICE OF EXERCISE
                    (TO BE EXECUTED UPON EXERCISE OF WARRANT)

[COMPANY]

The undersigned hereby irrevocably elects to exercise the right of purchase
represented by the within Warrant Certificate for, and to purchase thereunder,
the Common Stock of Whittman-Hart, Inc. as provided for therein, and (check the
applicable box):

|_| Tenders herewith payment of the exercise price in full in the form of cash
or a certified or official bank check in same-day funds in the amount of
$____________ for _________ shares of Common Stock.

|_| Elects the net issue exercise option pursuant to Section 2.5 of the Warrant
with respect to ________ shares of Common Stock, and accordingly requests
delivery of a net of ______________ shares of such Common Stock, according to
the following calculation:


           X = Y (A-B)               (       ) =  (____) [(_____) - (_____)]
               -------                           ---------------------------
                    A                                         (_____)

              Where X = the number of shares of Common Stock to be issued to
                        Holder.

              Y = the number of shares of Common Stock purchasable under the
                  amount of the Warrant being exchanged (as adjusted to the date
                  of such calculation).

              A = the Fair Market Value of one share of Common Stock.

              B = the Per Share Purchase Price in effect under this Warrant on
                  the date the net issue exercise election is made pursuant to
                  Section 2.5.

|_| Elects the easy sale exercise option pursuant to Section 2.6 of the Warrant
with respect to ___________ shares of Common Stock, and (i) hereby irrevocably
elects to sell such number of shares of Common Stock (the "Additional Shares")
as is necessary to pay the Purchase Price for all of the shares of Common Stock
to be issued pursuant to this exercise, (ii) hereby irrevocably commits that the
Purchase Price shall be forwarded directly to the Company from the proceeds of
such sale and (iii) if applicable, a NASD Dealer concurrently herewith makes the
commitment required by Section 2.6 of the Warrant.

Please issue a certificate or certificates for Common Stock in the name of, and
pay any cash for any fractional share to (please print name, address and
taxpayer identification number):

<TABLE>
<CAPTION>

<S>                                 <C>
Name:                               Taxpayer Identification Number:
     ----------------------------                                  -------------------

Address:
        -------------------------
        -------------------------
        -------------------------
Signature:
          -----------------------

</TABLE>

Note: The above signature should correspond exactly with the name on the
first page of this Warrant Certificate or with the name of the assignee
appearing in the assignment form below.

If said number of shares shall not be all the shares purchasable under the
within Warrant Certificate, a new Warrant Certificate is to be issued in the
name of said undersigned for the balance remaining of the shares purchasable
thereunder rounded up to the next higher whole number of shares.

<PAGE>

                                    EXHIBIT 2

                                   ASSIGNMENT
          (TO BE EXECUTED ONLY UPON ASSIGNMENT OF WARRANT CERTIFICATE)

         For value received, the undersigned hereby sells, assigns and
transfers unto ________________ the within Warrant Certificate, together with
all right, title and interest therein, and does hereby authorize
[WARRANT AGENT], to transfer said Warrant Certificate on the books of
Whittman-Hart, Inc. with respect to the number of shares of the Company
Common Stock set forth below, with full power of substitution in the premises:

<TABLE>
<CAPTION>

--------------------------------- ------------------------------------- -------------------------------------
<S>                               <C>                                   <C>
        Name(s) of Assignee(s)                  Address                             # of Shares
--------------------------------- ------------------------------------- -------------------------------------
--------------------------------- ------------------------------------- -------------------------------------

--------------------------------- ------------------------------------- -------------------------------------
--------------------------------- ------------------------------------- -------------------------------------

--------------------------------- ------------------------------------- -------------------------------------
--------------------------------- ------------------------------------- -------------------------------------

--------------------------------- ------------------------------------- -------------------------------------
--------------------------------- ------------------------------------- -------------------------------------

--------------------------------- ------------------------------------- -------------------------------------
--------------------------------- ------------------------------------- -------------------------------------

--------------------------------- ------------------------------------- -------------------------------------

</TABLE>

         If said number of shares of Common Stock shall not be all the shares
represented by the Warrant Certificate, a new Warrant Certificate is to be
issued in the name of said undersigned for the balance remaining of the
shares of Common Stock covered by said Warrant Certificate.


         Dated:                                 , 200
                       ------------------------------------

         Signature:
                       ------------------------------------

         NOTICE: The signature to the foregoing Assignment must correspond to
the name as written upon the face of this security in every particular,
without alteration or any change whatsoever; signature(s) must be guaranteed
by an eligible guarantor institution (banks, stock brokers, savings and loan
associations and credit unions with membership in an approved signature
guarantee medallion program) pursuant to Securities and Exchange Commission
Rule 17Ad-15.

<PAGE>

                                    EXHIBIT A

                            CLAIM OF DELAY PROCEDURES
                            CLAIM OF DELAY PROCEDURES

                                                             `

         If Novell is defaulting in its obligations pursuant to Section 3 (a)
of the Alliance Agreement and as a consequence thereof the Company is delayed
in achievement of the milestones described in Section 2.1 of the Warrant or
if Novell is defaulting in its obligation pursuant to Section 3(a) or (d) of
the Alliance Agreement and as a consequence thereof the Company is delayed in
achievement of its obligations under Section 2.2 of the Warrant, then the
time period for achievement of such milestones shall be extended for such
time as Novell's default shall have reasonably delayed the Company in
achieving the milestones in accordance with the following procedure:

          1.   NOTICE OF DEFAULT AND DELAY. If Novell is defaulting in its
               obligations under the Alliance Agreement as described above and
               as a consequence thereof, the Company is delayed in achievement
               of any milestone set forth in the Warrant, then the Company shall
               notify Novell of the nature of the default, the milestone delayed
               by such default, the date the delay in achievement of the
               milestone commenced (which date shall not be earlier than ten
               (10) days prior to the date of the notice, the reason for such
               delay, the expected duration of the delay and the steps that can
               be taken by Novell to alleviate the delay within ten (10) days
               following the date the Company should have become reasonably
               aware of the default and the associated delay (the "Delay
               Notice"). If Novell objects to any such notice, it shall notify
               the Company of such fact and of the nature of the dispute, within
               ten (10) days following receipt of the Delay Notice by Novell and
               any such objection shall be resolved in accordance with Section
               4.

          2.   NOTICE OF TERMINATION. If, following receipt of a delay notice
               Novell's default is cured or such default no longer results in a
               delay in the achievement of a milestone, then Novell shall notify
               the Company of such fact and the date the delay in achievement in
               the milestone ceased (a "Delay Termination Notice"). If the
               Company objects to any such notice, it shall notify the Company
               of such fact and of the nature of the dispute, within ten (10)
               days following receipt of the Delay Termination Notice by the
               Company and any such objection shall be resolved in accordance
               with Section 4.

          3.   EXTENSION OF DATE(S) FOR ACHIEVEMENT OF MILESTONES. If the
               Company delivers a valid Delay Notice, then the date (s) for
               achievement of the milestones delayed by Novell's default shall
               be extended by the number of days commencing on the date for
               onset of the delay specified by the Company in its Delay Notice
               and ending on the date the delay ended, as specified by Novell in
               a valid Delay Termination Notice.

          4.   DISPUTES. A Delay Notice or a Delay Termination Notice delivered
               by a party in accordance with the foregoing for which no valid
               objection is delivered in accordance with Section 1 or 2, as the
               case may be, shall be deemed a valid notice for the purpose of
               Section 3. If an objection to any such notice is timely delivered
               then the parties shall meet and confer for a period of at least
               fifteen business days following the notice of the dispute in
               order to reach agreement on the disputed matter. If the parties
               are unable to agree, then at any time after the end of said
               fifteen day period, either party may submit the disputed matter
               to arbitration in accordance with the rules established by the
               American Arbitration Association in Chicago, Illinois. The
               finding of the arbitrator in such action as to the number of days
               of delay in achievement of a milestone as a consequence of an
               associated default by Novell shall be binding on the parties and
               shall by appealable solely for fraud and undue influence.