<PAGE>

                            INVESTOR RIGHTS AGREEMENT

         This Investor Rights Agreement (this "AGREEMENT") is made and
entered into to be effective as of November 12, 1999 ("EFFECTIVE DATE"), by
and between Whittman-Hart, Inc., a Delaware corporation (the "COMPANY"), and
Novell, Inc., a Delaware corporation (the "INVESTOR"). Unless otherwise
provided herein, all capitalized terms shall have the meanings set forth in
that certain Common Stock and Warrant Purchase Agreement, dated as of
September 29, 1999, between the Company and Investor (the "PURCHASE
AGREEMENT").

                                    RECITALS

         A. The Investor desires to purchase 3,294,893 shares (the "PURCHASED
SHARES") of the common stock, par value $0.001 per share, of the Company (the
"COMPANY COMMON STOCK") and a Warrant (the "WARRANT") to purchase additional
shares (the "WARRANT SHARES") of the Company Common Stock on the terms and
conditions set forth in the Purchase Agreement, provided it receives the
additional information rights, registration rights and other rights as more
fully set forth in this Agreement.

         B. The Company desires to sell the Purchased Shares to the Investor
on the terms and conditions set forth in the Purchase Agreement and is
willing to provide the additional rights requested by the Investor, subject
to the additional limitations set forth in this Agreement.

         NOW, THEREFORE, in consideration of the foregoing recitals, the
mutual promises hereinafter set forth, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

         1.       INFORMATION RIGHTS.

         The Company covenants and agrees that, commencing on the date of
this Agreement and continuing for so long as the Investor holds at least
500,000 shares, in the aggregate, of the Purchased Shares and Warrant Shares
(including those shares issued or issuable pursuant to exercise of the
Warrant), then:

                  1.1 ANNUAL REPORTS. If the following information is not
available on the Internet, the Company, upon demand by the Investor, shall
furnish to the Investor promptly following the filing of such report with the
Securities and Exchange Commission ("SEC"), a copy of the Company's Annual
Report on Form 10-K for each fiscal year, which shall include a consolidated
balance sheet as of the end of such fiscal year, a consolidated statement of
income and a consolidated statement of cash flows of the Company and its
subsidiaries for such year, setting forth in each case in comparative form
the figures from the Company's previous fiscal year, all prepared in
accordance with generally accepted accounting principles and practices and
audited by nationally recognized independent certified public accountants. In
the event the Company shall no longer be required to file or does not file
Annual Reports on Form 10-K with the SEC, then within ninety (90) days
following the end of each respective fiscal year, the

<PAGE>

Company shall deliver to the Investor a consolidated balance sheet as of the
end of such fiscal year, a consolidated statement of income and a
consolidated statement of cash flows of the Company and its subsidiaries for
such year, setting forth in each case in comparative form the figures from
the Company's previous fiscal year, all prepared in accordance with generally
accepted accounting principles and practices and audited by nationally
recognized independent certified public accountants.

                  1.2 QUARTERLY REPORTS. If the following information is not
available on the Internet, the Company, upon demand by the Investor, shall
furnish to the Investor promptly following the filing of such report with the
SEC, a copy of each of the Company's Quarterly Reports on Form 10-Q, which
shall include a consolidated balance sheet as of the end of the respective
fiscal quarter, consolidated statements of income and consolidated statements
of cash flows of the Company and its subsidiaries for the respective fiscal
quarter and for the year-to-date period, setting forth in each case in
comparative form the figures from the comparable periods in the Company's
immediately preceding fiscal year, all prepared in accordance with generally
accepted accounting principles and practices (except, in the case of any Form
10-Q, as may otherwise be permitted by Form 10-Q), but all of which may be
unaudited. In the event the Company shall no longer be required to file or
does not file Quarterly Reports on Form 10-Q with the SEC, then within
forty-five (45) days following the end of each of the first three (3) fiscal
quarters of each fiscal year, the Company shall deliver to the Investor a
consolidated balance sheet, consolidated statement of income, and
consolidated statement of cash flows, of the Company and its subsidiaries for
the respective fiscal quarter and for the year-to-date period, setting forth
in each case in comparative form the figures from the comparable periods in
the Company's immediately preceding fiscal year, all prepared in accordance
with generally accepted accounting principles and practices and consistent
with the requirements of Form 10-Q, but all of which may be unaudited.

                  1.3 SEC FILINGS. QUARTERLY REPORTS. If the following
information is not available on the Internet, the Company shall deliver to
the Investor copies of each other document filed with the SEC on a
non-confidential basis promptly following the filing of such document with
the SEC.

         2.       REGISTRATION RIGHTS.

                  2.1 DEFINITIONS. For purposes of this Section 2:

                           (a) REGISTRATION. The terms "REGISTER,"
"REGISTERED," and "REGISTRATION" refer to a registration effected by
preparing and filing a registration statement in compliance with the
Securities Act of 1933, as amended (the "SECURITIES ACT"), and the
declaration or ordering of effectiveness of such registration statement

                           (b) REGISTRABLE SECURITIES. The term "INVESTOR
SECURITIES" means: (x) the Purchased Shares and the Warrant Shares; and (y)
any shares of Company Common Stock or other securities of the Company issued
as (or issuable upon the conversion or exercise of any warrant, right or
other security that is issued as a dividend or other distribution with
respect to, or in exchange for, or in replacement of, any of the securities
described in the

                                       2

<PAGE>

immediately preceding clause (x). The term "REGISTRABLE SECURITIES" means the
Investor Securities other than the Investor Securities sold by a person in a
transaction in which rights under this Section 2 are not assigned in
accordance with this Agreement or any Investor Securities sold in a public
offering, whether sold pursuant to Rule 144 promulgated under the Securities
Act, or in a registered offering, or otherwise.

                           (c) INVESTOR SECURITIES THEN OUTSTANDING. The
number of shares of "INVESTOR SECURITIES THEN OUTSTANDING" shall mean the
number of shares of Investor Securities which are then issued and outstanding
or are issuable pursuant to exercise of the Warrant.

                           (d) HOLDER. For purposes of this Section 2, the
term "HOLDER" means any holder owning of record Investor Securities that have
not been sold to the public or pursuant to Rule 144 promulgated under the
Securities Act or any permitted assignee of record of such Investor
Securities to whom rights under this Section 2 have been duly assigned in
accordance with Section 4 of this Agreement.

                           (e) FORM S-3. The term "FORM S-3" means such form
under the Securities Act as is in effect on the date hereof or any successor
registration form under the Securities Act subsequently adopted by the SEC
that permits inclusion or incorporation of substantial information by
reference to other documents filed by the Company with the SEC.

                  2.2 FORM S-3 REGISTRATION. The Company shall cause to be
filed with the SEC a registration statement on Form S-3 (and, to the extent
applicable and reasonably requested by the Holder, for sale or transfer of
the Registrable Securities, any related qualification or compliance under
"blue sky" law with respect to all or any portion of the Registrable
Securities) as soon as practicable after the date hereof, but not later than
December 31, 1999, and shall use its reasonable best efforts to effect such
registration and all such qualifications and compliances as are reasonably
required to permit or facilitate the sale and distribution of all the
Registrable Securities not later than March 31, 2000. Notwithstanding the
foregoing, the Company shall not be obligated to effect any such
registration, qualification or compliance pursuant to this Section:

                                        (i) on Form S-3, if Form S-3 is not
                           available for such offering by the Holders of the
                           Registrable Securities to be included in the offering
                           (but in such event the Company shall cause to be
                           filed and become effective a Form S-1 registration
                           statement in accordance with Section 2.3); or

                                        (ii) under any "blue sky" law in any
                           particular jurisdiction (other than Delaware and
                           Illinois) where it is not otherwise required to
                           qualify to do business, if such registration,
                           qualification or compliance in said jurisdiction
                           would require the Company to qualify to do business
                           in such jurisdiction; or


                                       3

<PAGE>

                                        (iii) under any "blue sky" law in any
                           particular jurisdiction, if such registration,
                           qualification or compliance in said jurisdiction
                           would require the Company to execute a general
                           consent to service of process that it would not
                           otherwise be required to execute.

                           (b) EXPENSES. The Company shall pay all expenses
incurred in connection with each registration requested pursuant to this
Section, excluding underwriters' or brokers' discounts and commissions
relating to shares sold by the Holders and any fees and disbursements of
counsel to the Holders, but including federal and "blue sky" registration,
filing and qualification fees, printers' and accounting fees, and fees and
disbursements of counsel to the Company.

                           (c) DEFERRAL. Notwithstanding the foregoing, if
the Company shall furnish to Holders a certificate signed by the Chief
Executive Officer of the Company stating that, in the good faith judgment of
the Board, it would be materially detrimental to the Company and its
stockholders for such registration statement to be filed within the time
allowed by this Section, then the Company shall have the right to defer such
filing for a period of not more than an additional ninety (90) days (until
March 31, 2000 for the filing and until June 30, 2000 for the effectiveness
of the registration) to permit sale of the Registrable Securities; provided,
however, that in such event the period of time that the Company is obligated
to maintain the effectiveness of any registration statement under this
Section shall be similarly extended by the amount of such additional time
allowed for the filing and effectiveness of the registration of the
Registrable Securities.

                           (d) NOT DEMAND REGISTRATION. The Form S-3
registration required by this Section shall not be deemed to be a demand
registration for the purposes of Section 2.3.

                           (e) MAINTENANCE. The Company shall maintain the
effectiveness of any Form S-3 registration statement filed under this Section
until the earlier of: (i) the date on which no Investor Securities continue
to be "Registrable Securities" (as defined in Section 2.1(b)), (ii) all
Registrable Securities then outstanding can be sold in a single three (3)
month period pursuant to Rule 144, or (iii) the second anniversary of the
Effective Date of this Agreement. Upon demand by a Holder in connection with
a proposed sale of Registrable Securities, the Company shall provide to the
Holder a legal opinion that the Form S-3 is effective and that no further
registrations of the Registrable Securities are required in connection with a
sale of the Registrable Securities.

                  2.3      DEMAND REGISTRATION.

                           (a) REQUEST BY HOLDERS. If the Company receives a
written request from the Holders of twenty-five percent (25%) of the
Registrable Securities then outstanding (the "INITIATING HOLDERS") that the
Company file a registration statement under the Securities Act on Form S-1,
then the Company shall, within ten (10) business days of the receipt of such
written request, give written notice of such request ("REQUEST NOTICE") to
all Holders that a registration statement on Form S-1 (or such other form,
including Form S-3, as shall be determined by the Company in its good faith,
reasonable business judgment, which shall allow sales of the

                                       4

<PAGE>

Registrable Securities by the Holders) (the "Requested Form") is being
initiated and, thereafter, shall use its reasonable best efforts to effect,
as soon as practicable, the registration on the Requested Form under the
Securities Act of all Registrable Securities that Holders request to be
registered and included in such registration. The Company shall maintain the
effectiveness of any such registration statement for a period of at least (a)
forty-five (45) days or (b) with respect to an underwritten offering, for
such time as the underwriters may take to complete the distribution of
Registrable Securities in the offering. To be included in the registration,
any Holder (other than the Initiating Holders) must provide, within twenty
(20) days after receipt of the Request Notice, written notice to the Company
of the number of shares of Company Common Stock such Holder has elected to
include in the registration. Notwithstanding the foregoing, the Company shall
not be obligated to effect any such Form S-1 or other form of registration as
required by this subpart:

                                        (i) if the Company demonstrates to the
                           reasonable satisfaction of the Initiating Holders
                           that the Form S-3 filed pursuant to Section 2.2 is
                           effective and available to permit sale and transfer
                           of the Registrable Securities by the Initiating
                           Holders to the public in the manner proposed by the
                           Initiating Holders and certifies to the Investor that
                           the prospectus relating to such Form S-3 does not
                           include any untrue statement of a material fact and
                           does not omit to state a material fact required to be
                           stated therein or otherwise necessary to make the
                           statements therein not misleading in light of the
                           circumstances then existing; or

                                        (ii) if the Company has, within the six
                           (6) month period preceding the date of such request,
                           already effected a registration under the Securities
                           Act pursuant to Section 2.3 or Section 2.2 herein
                           that continues in full force and effect (other than a
                           registration from which the Registrable Securities of
                           Holders requesting participation in the registration
                           pursuant to this Section have been previously
                           excluded with respect to any or all of the
                           Registrable Securities that the Holders are
                           requesting be included in a registration pursuant to
                           this Section).

                           (b) NUMBER OF DEMAND REGISTRATIONS. The Company
shall be obligated to effect only three (3) registrations upon the request of
the Holders under this Section 2.3.

                           (c) DEFERRAL. Notwithstanding the foregoing, if
the Company shall furnish to Holders requesting the filing of a registration
statement pursuant to this Section a certificate signed by the Chief
Executive Officer of the Company stating that, in the good faith and
reasonable judgment of the Board, it would be materially detrimental to the
Company and its stockholders for such registration statement to be filed,
then the Company shall have the right to defer such filing for the period of
such detriment, but not more than ninety (90) days after receipt of the
request of the Initiating Holders; PROVIDED, HOWEVER, that the Company may
not utilize this right (i) more than twice in any twelve (12) month period
for an aggregate period of ninety

                                       5

<PAGE>

(90) days for both such suspensions, nor (ii) during any period when the
Company's executive officers and directors are not restrained from disposing
of shares of Company Common Stock.

                           (d) EXPENSES. All expenses incurred in connection
with any registration pursuant to this Section, including all federal and
"blue sky" registration, filing and qualification fees, printer's and
accounting fees, and fees and disbursements of counsel for the Company and
the reasonable fees and disbursements of counsel to the Holders (but
excluding underwriters' discounts and commissions relating to shares of
Company Common Stock sold by the Holders and, if the registration occurs at
any time after the second anniversary of the Effective Date of this
Agreement, any fees and disbursements of counsel to the Holders), shall be
borne by the Company. Each Holder participating in a registration pursuant to
this Section shall bear such Holder's proportionate share (based on the total
number of shares of Company Common Stock sold in such registration) of all
discounts, commissions or other amounts payable to underwriters or brokers in
connection with such offering by the Holders. Notwithstanding the foregoing,
the Company shall not be required to pay for any expenses of any registration
proceeding begun pursuant to this Section if the registration request is
subsequently withdrawn at the request of the Initiating Holders who hold a
majority of the Registrable Securities to be registered, unless the
Initiating Holders of a majority of the Registrable Securities agree that
such registration constitutes the use by the Holders of one (1) demand
registration pursuant to this Section (in which case such registration shall
also constitute the use by all Holders of Registrable Securities of one (l)
such demand registration); PROVIDED FURTHER, HOWEVER, that if at the time of
such withdrawal, the Holders have learned of a material adverse change
relating to the business or operations of the Company not known to the
Holders at the time of their request for such registration and have withdrawn
their request for registration after learning of such material adverse
change, then the Holders shall not be required to pay (and the Company shall
pay) any of such expenses and such registration shall not constitute the use
of a demand registration pursuant to this Section.

                           (e) TIME LIMITATION. The rights of the Holders
under this Section 2.3 shall terminate, and the Company shall have no
obligation to effect a registration statement on a Form S-1 or other form of
registration hereunder on or after the earlier of: (a) the date on which no
Investor Securities continue to be "Registrable Securities" (as defined in
Section 2.1(b)), or (b) all Registrable Securities then outstanding can be
sold in a single three (3) month period pursuant to Rule 144.

                  2.4      PIGGYBACK REGISTRATIONS.

                           (a) NOTIFICATION AND RIGHTS. The Company shall
notify all Holders of Registrable Securities in writing at least twenty (20)
days prior to filing any registration statement under the Securities Act for
purposes of effecting a public offering of securities of the Company
(including registration statements relating to secondary offerings of
securities of the Company, but EXCLUDING registration statements relating to
any employee benefit plan, any merger, other corporate reorganization or
other business combination) and will afford each such Holder an opportunity
to include in such registration statement all or any part of the Registrable
Securities then held by such Holder. Each Holder desiring to include in any
such registration

                                        6
<PAGE>

statement all or any part of the Registrable Securities held by such Holder
shall, within twenty (20) days after receipt of the above-described notice
from the Company, so notify the Company in writing, and in such notice shall
inform the Company of the number of Registrable Securities such Holder wishes
to include in such registration statement. If a Holder decides not to include
all of its Registrable Securities in any registration statement thereafter
filed by the Company, such Holder shall nevertheless continue to have (a) the
right to include any Registrable Securities in any subsequent registration
statement and (b) its rights hereunder to demand a registration of
Registrable Securities and to include their Registrable Securities in such
registration statements as may be filed by the Company with respect to
offerings of its securities, all upon the terms and conditions set forth
herein. Notwithstanding the foregoing, the piggy-back rights granted herein
shall not apply (a) to issuances, sales and exchanges by and for employee
benefit plans, in connection with any merger, consolidation, corporate
reorganization, or business combination affecting the Company, or of the
Company Common Stock held by a third party stockholder (I.E., any holder
other than the Company or its subsidiaries), or (b) when that amount of
Registrable Shares that would be included in the piggy-back offering may also
be sold under any Form S-1, Form S-3 or other form of registration statement
applicable to the Registrable Shares.

                           (b) EXPENSES. All expenses incurred in connection
with a registration pursuant to this Section (excluding underwriters' and
brokers' discounts and commissions relating to securities sold by the Holders
and any fees and disbursements to counsel to the Holders), including all
federal and "blue sky" registration, filing and qualification fees, printers'
and accounting fees, and fees and disbursements to counsel for the Company,
shall be borne by the Company.

                           (c) NOT DEMAND REGISTRATION. Registration pursuant
to this Section shall not be deemed to be a demand registration as described
in Section 2.3 above. Except as otherwise provided herein, there shall be no
limit on the number of times the Holders may request registration of
Registrable Securities under this Section 2.4.

                  2.5 UNDERWRITING. If the Initiating Holders elect an
underwritten offering pursuant to the Form S-3 registration under Section 2.2
or pursuant to a Form S-1 or other registration under Section 2.3 or if the
Company has elected an underwriting for a piggy-back registration pursuant to
Section 2.4, the parties shall reasonably cooperate to fulfill the
requirements for such underwriting. In this regard, if the Company gives
notice under Section 2.3 or 2.4 of the registration to Holders, then the
Company shall also advise the Holders whether the offering is to be
underwritten and, if so, the right of any such Holder's Registrable
Securities to be included in such a registration shall be conditioned upon
such Holder's participation in such underwriting and the inclusion of such
Holder's Registrable Securities in the underwriting to the extent provided
herein. All Holders proposing to distribute their Registrable Securities
through such underwriting shall enter into an underwriting agreement in
customary form with the managing underwriter or underwriters selected for
such underwriting (including, as appropriate, a market stand-off agreement of
up to ninety (90) days, if required by such underwriters and if, during the
stand-off period, all directors and officers of the Company are similarly
subject to the market stand-off provisions); PROVIDED, HOWEVER, that it shall
not be considered customary to require any of the Holders to provide
representations and warranties

                                       7

<PAGE>

regarding the Company or indemnification of the underwriters for material
misstatements or omissions in the registration statement or prospectus for
such offering made by anyone other than the Holders giving the indemnity.
Notwithstanding any other provision of this Agreement, if the indemnity is
being made in or the managing underwriter determine(s) in good faith that
marketing factors require a limitation of the number of shares of Company
Common Stock to be underwritten, then the managing underwriter(s) may exclude
shares of Company Common Stock from the registration and the underwriting;
PROVIDED; HOWEVER, that if the offering is a demand offering pursuant to
Section 2.3, then the limitation on the number of shares of Company Common
Stock included in the offering shall be reduced in proportion to the
respective holdings, and FURTHER PROVIDED, that in the case of a piggy-back
offering, the securities to be included in the registration and the
underwriting shall be allocated, (A) FIRST to any other holder of a
registration demand which is participating in the offering; (B) SECOND, to
the Company, PROVIDED, HOWEVER, that a minimum of fifteen percent (15%) of
the number of Registrable Securities of each Holder (where any Registrable
Securities that are not shares of Company Common Stock but are exercisable or
exchangeable for, or convertible into, shares of Company Common Stock, shall
be deemed to have been so exercised, exchanged or converted for such purpose)
must also in any event be included, (C) THIRD, to the extent the managing
underwriter determines additional securities can be included after compliance
with clauses (A) and (B), to each of the Holders (to the extent not included
pursuant to clause (B)) requesting inclusion of their Registrable Securities
in such registration statement on a pro rata basis, based on the total number
of Registrable Securities and other securities entitled to registration then
held by each such Holder, and (D) FOURTH, to the extent the managing
underwriter determines additional securities can be included after compliance
with clauses (A), (B) and (C), any other shares of Company Common Stock or
other securities of the Company. Any Registrable Securities excluded or
withdrawn from an underwriting shall be excluded and withdrawn from the
registration. For any Holder that is a partnership or limited liability
company, the Holder and the partner/member and each retired partner/member of
such Holder, or the estates and family members of any such partner/member and
retired partner/member and any trusts for the benefit of any of the foregoing
persons, shall be deemed to be a single Holder, and any pro rata reduction
with respect to a Holder shall be based upon the aggregate amount of shares
of Company Common Stock carrying registration rights owned by all entities
and individuals included in such Holder, as defined in this sentence,
notwithstanding any provision of law or other contract binding upon such
partners/members to the contrary.

                  2.6 OBLIGATIONS OF THE COMPANY. Whenever required to effect
the registration of any Registrable Securities under this Agreement, the
Company shall, as expeditiously as reasonably possible:

                           (a) REGISTRATION STATEMENT. Promptly and
diligently prepare and file with the SEC a registration statement on the
appropriate form with respect to such Registrable Securities and use
commercially reasonable efforts to cause such registration statement to
become effective.

                                       8

<PAGE>

                           (b) AMENDMENTS AND SUPPLEMENTS. Prepare and file
with the SEC such amendments and supplements to such registration statement
and the prospectus used in connection with such registration statement as may
be necessary to comply with the provisions of the Securities Act with respect
to the disposition of all securities covered by such registration statement.

                           (c) PROSPECTUSES. Furnish to the Holders such
number of copies of a prospectus (including a preliminary prospectus) in
conformity with the requirements of the Securities Act and such other
documents as they may reasonably request, in order to facilitate the
disposition of the Registrable Securities owned by them that are included in
such registration.

                           (d) BLUE SKY. To the extent applicable, register
and qualify the securities covered by such registration statement under such
other securities or "blue sky" laws of such jurisdictions as shall be
reasonably requested by the Holders, provided that the Company shall not be
required in connection therewith or as a condition thereto to qualify to do
business or to file a general consent to service of process in any such
states or jurisdictions in which the Company is not otherwise required to
qualify or provide such consent to service in order to carry on its business.

                           (e) UNDERWRITING. In the event of any underwritten
public offering, enter into and perform its obligations under an underwriting
agreement in usual and customary form (including customary indemnification of
the underwriters by the Company) with the managing underwriter(s) of such
offering. Each Holder participating in such underwriting shall also enter
into and perform its obligations under such an agreement as otherwise
required by this Agreement.

                           (f) NOTIFICATION. Notify each Holder of
Registrable Securities covered by such registration statement, at any time
when a prospectus relating thereto is required to be delivered under the
Securities Act, of the happening of any event as a result of which the
prospectus included in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state a material
fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing. Upon
receipt of any such notice, the Holders will suspend their use of the
registration statement and the Company shall promptly, and in all events
within thirty (30) days, amend the statement to meet the aforesaid standard
of care.

                           (g) OPINION AND COMFORT LETTER. Furnish, at the
request of any Holder requesting registration of Registrable Securities, on
the date that such Registrable Securities are delivered to the underwriters
for sale, if such securities are being sold through underwriters, or, if such
securities are not being sold through underwriters, on the date that the
registration statement with respect to such securities becomes effective, (i)
an opinion, dated as of such date, of the counsel representing the Company
for the purposes of such registration, in form and substance as is
customarily given to underwriters in an underwritten public offering and
reasonably satisfactory to a majority in interest of the Holders requesting
registration, and (ii) a "comfort" letter (or if the offering is not
underwritten, an "agreed upon procedures" letter), dated as of such

                                       9

<PAGE>

date, from the independent certified public accountants of the Company, in
the form and with the substance as is customarily given by independent
certified public accountants in a comparable public offering and reasonably
satisfactory to a majority in interest of the Holders requesting
registration, in both cases addressed to the underwriters, if any, and to the
Holders requesting registration of Registrable Securities.

                  2.7 FURNISH INFORMATION. It shall be a condition precedent
to the obligations of the Company to take any action pursuant to Sections 2.2
through 2.6 that the selling Holders shall furnish to the Company such
information regarding themselves, the Registrable Securities held by them,
and the intended method of disposition of such securities as shall be
required to timely effect the registration of their Registrable Securities.

                  2.8 INDEMNIFICATION. In the event any Registrable
Securities are included in a registration statement under Sections 2.2
through 2.6, then:

                           (a) BY THE COMPANY. To the extent permitted by
law, the Company will indemnify and hold harmless the Holder, the partners,
officers, stockholders, employees, representatives and directors of each
Holder, any underwriter (as determined in the Securities Act) for such Holder
and each person, if any, who controls such Holder or underwriter within the
meaning of the Securities Act or the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), (herein each a "COMPANY INDEMNIFIED PARTY"),
against any losses, claims, damages, or Liabilities (joint or several) to
which they may become subject under the Securities Act, the Exchange Act, or
other federal or state law, insofar as such losses, claims, damages, or
liabilities (or actions in respect thereof) arise out of or are based upon
any of the following statements, omissions or violations (collectively
"VIOLATIONS"):

                           (i) any untrue statement or alleged untrue statement
                  of a material fact contained in such registration statement,
                  including any preliminary prospectus or final prospectus
                  contained therein or in any amendments or supplements thereto;

                           (ii) the omission or alleged omission to state
                  therein a material fact required to be stated therein, or
                  necessary to make the statements therein not misleading, or

                           (iii) any violation or alleged violation by the
                  Company of the Securities Act, the Exchange Act, any federal
                  or state securities law or any rule or regulation promulgated
                  under the Securities Act, the Exchange Act or any federal or
                  state securities law in connection with the offering covered
                  by such registration statement;

and the Company will reimburse each such Company Indemnified Party for any
legal or other expenses reasonably incurred by it, as incurred, in connection
with investigating or defending any such loss, claim, damage, liability or
action; PROVIDED, HOWEVER, that the indemnity agreement contained in this
subsection shall not apply to amounts paid in settlement of any such loss,
claim, damage, liability or action, if such settlement is effected without
the consent of the Company (which consent shall not be unreasonably
withheld), nor shall the Company be liable in

                                       10

<PAGE>

any such case for any such loss, claim, damage, liability or action to the
extent that it arises out of or is based upon a Violation that occurs in
reliance upon and in conformity with written information furnished expressly
for use in connection with such registration by such Company Indemnified
Party.

                           (b) BY SELLING HOLDERS. To the extent permitted by
law, each selling Holder ("INDEMNIFYING HOLDER") will indemnify and hold
harmless the Company, each of its directors, each of its officers who have
signed the registration statement, each person, if any, who controls the
Company within the meaning of the Securities Act, any underwriter, any other
Holder selling securities under such registration statement, any of such
other Holder's partners, officers, stockholders, employees, representatives
and directors, and any person who controls such other Holder within the
meaning of the Securities Act or the Exchange Act (herein each a "HOLDER
INDEMNIFIED PARTY"), against any losses, claims, damages or liabilities
(joint or several) to which the Holder Indemnified Party may become subject
under the Securities Act, the Exchange Act or other federal or state law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereto) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon
and in conformity with written information furnished by such Indemnifying
Holder expressly for use in connection with such registration; and each such
Indemnifying Holder will reimburse any legal or other expenses reasonably
incurred by the Company or any other Holder Indemnified Party in connection
with investigating or defending any such loss, claim, damage, liability or
action. Notwithstanding the foregoing, (1) the indemnity agreement contained
in this subsection shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected
without the consent of the Indemnifying Holder, which consent shall not be
unreasonably withheld, and (2) the total amounts payable in indemnity by an
Indemnifying Holder under this subsection or otherwise in respect of any and
all Violations shall not exceed in the aggregate the net proceeds received by
such Indemnifying Holder in the registered offering out of which such
Violations arise.

                           (c) NOTICE. Promptly after receipt by a Company
Indemnified Party or a Holder Indemnified Party (each an "INDEMNIFIED PARTY")
of notice of the commencement of any action (including any governmental
action subject to indemnification hereunder), such Indemnified Party will, if
a claim in respect thereof is to be made against any indemnifying party under
this section, deliver to the indemnifying party a written notice of the
commencement thereof and the indemnifying party shall have the right to
participate in, and, to the extent the indemnifying party so desires, jointly
with any other indemnifying party similarly noticed, to assume the defense
thereof with counsel mutually satisfactory to the parties; PROVIDED, HOWEVER,
that an Indemnified Party shall have the right to retain its own counsel,
with the fees and expenses to be paid by the Indemnifying Party, to the
extent that representation of such Indemnified Party by the counsel retained
by the Indemnifying Party would be inappropriate due to actual or potential
conflict of interests between such Indemnified Party and any other party
represented by such counsel in such proceeding. The failure to deliver
written notice to the indemnifying party within a reasonable time of the
commencement of any such action shall not relieve such indemnifying party of
liability under this Section 2.8, except to the extent the indemnifying party
is prejudiced as a result thereof.

                                       11

<PAGE>

                           (d) DEFECT ELIMINATED IN FINAL PROSPECTUS. The
foregoing indemnity agreements of the Company and Indemnifying Holders are
subject to the condition that, insofar as they relate to any Violations made
in a prospectus but eliminated or remedied in the amended prospectus on file
with the SEC at the time the registration statement in question becomes
effective or in any amended prospectus filed with the SEC pursuant to SEC
Rule 424(b) (a "FINAL PROSPECTUS"), such indemnity agreement shall not inure
to the benefit of any Indemnified Party, if a copy of the Final Prospectus
was timely furnished to such Indemnified Party and was not furnished by the
Indemnified Party to a person asserting the loss, liability, claim or damage
at or prior to the time such action is required by the Securities Act.

                           (e) CONTRIBUTION. In order to provide for just and
equitable contribution to joint liability under the Securities Act in any
case in which either (i) any Holder exercising rights under this Agreement,
or any controlling person of any such Holder, makes a claim for
indemnification pursuant to this section, but it is judicially determined (by
the entry of a final judgment or decree by a court of competent jurisdiction
and the expiration of time to appeal or the denial of the last right of
appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that this section provides for indemnification in
such case, or (ii) contribution under the Securities Act may be required on
the part of any such selling Holder or any such controlling person in
circumstances for which indemnification is provided under this Section; then,
and in each such case, the Company and such Holder will contribute to the
aggregate losses, claims, damages or liabilities to which they may be subject
(after contribution from others) in such proportion so that such Holder is
responsible for the portion represented by the percentage that the public
offering price of its Registrable Securities offered by and sold under the
registration statement bears to the public offering price of all securities
offered by and sold under such registration statement, and the Company and
other selling Holders are responsible for the remaining portion; PROVIDED,
HOWEVER, that, in any such case: (A) no such Holder will be required to
contribute any amount in excess of the public offering price of all such
Registrable Securities offered and sold by such Holder pursuant to such
registration statement; and (B) no person or entity guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
will be entitled to contribution from any person or entity who was not also
guilty of fraudulent misrepresentation.

                           (f) SURVIVAL. The obligations of the Company and
Holders under this Section 2.8 shall survive until the third anniversary of
the completion of any offering of Registrable Securities in a registration
statement, regardless of the expiration of any statutes of limitation or
extensions of such statutes.

                  2.9 TERMINATION OF THE COMPANY'S OBLIGATIONS. The Company
shall have no obligations pursuant to this Section 2 to register any
Registrable Securities or to maintain the effectiveness of any Form S-3
registration beyond JUNE 30, 2005.

                  2.10 NO REGISTRATION RIGHTS TO THIRD PARTIES. Without the
prior written consent of the Holders of a majority in interest of the
Registrable Securities then outstanding, the Company covenants and agrees
that it shall not grant, or cause or permit to be created, for the benefit of
any person or entity any registration rights of any kind (whether similar to
the demand,

                                       12

<PAGE>

"piggyback" or Form S-3 registration rights described in this Section 2, or
otherwise) relating to shares of the Company Common Stock or any other
securities of the Company that would conflict with or take precedence over
the rights granted to the Holders hereunder.

                  2.11 SUSPENSION PROVISIONS. Notwithstanding the foregoing
subsections of this Section 2, the Company shall not be required to take any
action with respect to the registration or the declaration of effectiveness
of the registration statement following written notice to the Holders from
the Company (a "SUSPENSION NOTICE") of the existence of any state of facts or
the happening of any event (including pending negotiations relating to, or
the consummation of, a transaction, or the occurrence of any event that the
Company believes, in good faith, requires additional disclosure of material,
non-public information by the Company in the registration statement) with
regard to which the Company believes it has a bona fide business purpose for
preserving confidentiality or that renders the Company unable to comply with
the published rules and regulations of the SEC promulgated under the
Securities Act or the Exchange Act, as in effect at any relevant time (the
"RULES AND REGULATIONS") the failure to disclose of which would result in (i)
the registration statement, any amendment or post-effective amendment
thereto, or any document incorporated therein by reference containing an
untrue statement of a material fact or omitting to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, or (ii) the prospectus issued under the registration statement,
any prospectus supplement, or any document incorporated therein by reference
including an untrue statement of material fact or omitting to state a
material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, PROVIDED
that (A) the Company shall not issue a Suspension Notice more than twice in
any twelve (12) month period and, any such suspensions shall not continue for
more than an aggregate of ninety (90) days for all such suspensions in any
twelve (12) month period, (B) the Company shall use its best efforts to
remedy, as promptly as practicable, but in any event within ninety (90) days
of the date on which the Suspension Notice was delivered, the circumstances
that gave rise to the Suspension Notice and, thereupon, shall deliver to the
Holders notification that the Suspension Notice is no longer in effect and
(C) the Company shall not issue a Suspension Notice for any period during
which the Company's executive officers and directors are not similarly
restrained from disposing of shares of the Company Common Stock. Upon receipt
of a Suspension Notice from the Company, all time limits applicable to the
Holders under this Section 2 shall automatically be extended by an amount of
time equal to the amount of time the Suspension Notice is in effect, and the
Holders will forthwith discontinue disposition of all such shares of Company
Common Stock pursuant to the registration statement until the Company
notifies the Holders that the Suspension Notice is no longer in effect (which
the Company shall promptly deliver) and until receipt from the Company of
copies of any prospectus supplements or amendments prepared by or on behalf
of the Company (which the Company shall promptly prepare). If so directed by
the Company in such Suspension Notice, the Holders will deliver to the
Company all copies in their possession of the prospectus covering such shares
of Company Common Stock current at the time of receipt of any Suspension
Notice.

         3.       [INTENTIONALLY DELETED.]


                                       13

<PAGE>

         4.       ASSIGNMENT AND AMENDMENT.

                  4.1 INFORMATION RIGHTS. Notwithstanding anything herein to
the contrary, the rights of the Investor under Section 1 of this Agreement
are transferable, subject to all the terms and conditions of this Agreement
(including without limitation the provisions of this Section) to any person
who will acquire from the Investor that number of Investor Securities equal
to least one percent (1%) of the Company Common Stock stated to be
outstanding in the Company's most recently published Form 10-Q or 10-K
(appropriately adjusted for all stock splits, dividends, combination, and
recapitalization where all Holders of the Company Common Stock participate on
a pro rata basis since the date of such publication); PROVIDED that such
assignment of information rights hereunder shall not be effective until the
Investor gives written notice to the Company of the assignment of such
rights, stating the name and address of the assignee and identifying the
Investor Securities as to which of the rights in question are being assigned.

                  4.2 REGISTRATION RIGHTS. Notwithstanding anything herein to
the contrary, the registration rights of the Investor under Section 2 hereof
may be assigned to any Holder; PROVIDED, HOWEVER, that such assignment of
registration rights shall not be effective, unless and until the Company is
given written notice by the assigning party, stating the name and address of
the assignee and identifying the securities of the Company as to which the
rights in question are being assigned; and PROVIDED FURTHER that any such
assignee shall receive such assigned rights subject to all the terms and
conditions of this Agreement, including without limitation the provisions of
this Section 4.

         5.       AMENDMENT OF RIGHTS.

         Any provision of this Agreement may be amended and the observance
thereof may be waived (either generally or in a particular instance and
either retroactively or prospectively), only with the written consent of the
Company and Investor (or, in the case of an amendment or waiver of any
provision of Section 2 hereof, only with the written consent of the Company
and the Holders of a majority of the Investor Securities then outstanding and
entitled to the registration rights set forth in Section 2 hereof). Any
amendment or waiver effected in accordance with this Section shall be binding
upon the Investor, each Holder, each permitted successor or assignee of such
Investor or Holder and the Company.

         6.       LIMITATION ON INVESTOR'S RIGHT TO BUY AND SELL.

                  6.1 SALES LIMITATION. During the three (3) year period
commencing on the Effective Date, in no event may more than the "Maximum
Quarterly Sale Amount" (as defined below) of the Company Common Stock
included in the Investor Securities be sold by all Holders to any person or
entity. However, the aforesaid sales limitation shall not apply to a sale of
the Company Common Stock (i) in a transaction which a majority of the Company
Common Stock (other than the Company Common Stock held by all Holders) held
by other stockholders or a majority of Company Common Stock held by
affiliates of the Company (as defined in Rule 144 of the Securities Act) is
being sold, (ii) in a piggy-back offering by the Company of its own Company
Common Stock in accordance with Section 2.4 above, (iii) in a tender offer,
merger, consolidation, reorganization, or other business combination of the
Company or (iv) to a

                                       14

<PAGE>

company controlled by, under common control with, or which controls the
Investor, provided in such case that the terms, conditions, and limitations
on sale of Company Common Stock set forth in this Agreement continue to apply
to such transferred Company Common Stock. As used herein the term "MAXIMUM
QUARTERLY SALE AMOUNT" for any calendar quarter is equal to that number of
shares of the Company Common Stock equal to the greater of (A) seven-tenths
of one percent (0.7%) of the total number of the then outstanding shares of
the Company Common Stock (the "THEN OUTSTANDING SHARES") or (B) two and
one-tenth percent (2.1%) of the Then Outstanding Shares minus the number of
shares of the Company Common Stock sold by all Holders pursuant to this
provision in the two (2) calendar quarters preceding the quarter in which the
sale occurs; provided that the Investor shall be deemed for the purpose of
this calculation to have sold that number of shares of Company Common Stock
equal to seven-tenths of one percent (0.7%) of the Then Outstanding Shares in
each of the two calendar quarters prior to the date of this Warrant. Any sale
of Company Common Stock by the Investor during the three (3) year period
commencing on the Effective Date shall be executed through Donaldson, Lufkin
& Jenrette Securities Corporation, if it provides competitive market terms
for such transaction.

                  6.2      STANDSTILL.

                           (a) DEFINITIONS. As used in this Section, the
following terms shall have the following meanings: "VOTING STOCK" shall mean
the Company Common Stock or other securities issued by the Company having the
ordinary power to vote in the election of directors of the Company (other
than securities having such power only upon the happening of a contingency
that has not occurred as of the relevant time); "VOTING POWER" of any Voting
Stock shall mean the number of votes such Voting Stock is entitled to cast
for directors of the Company at any meeting of the stockholders of the
Company; and "TOTAL VOTING POWER" means the total number of votes which may
be cast in the election of directors of the Company at any meeting of the
stockholders of the Company, if all Voting Stock was represented and voted to
the fullest extent possible at such meeting, other than the votes that may be
cast only upon the happening of a contingency that has not occurred as of the
relevant time.

                           (b) The Investor hereby agrees that the Investor
and its Majority Owned Subsidiaries shall neither acquire, nor enter into
discussions, negotiations, arrangements or understandings with any third
party to acquire, beneficial ownership (as defined in Rule 13d-3 promulgated
under the Exchange Act) of any Voting Stock, any securities convertible into
or exchangeable for Voting Stock, or any other right to acquire Voting Stock
(except, in any case, by way of dividends or other distributions or offerings
of Company securities made available to holders of any class of Voting Stock
generally) without the written consent of the Company, if the effect of such
acquisition would be to increase the Voting Power (as defined below) of all
Voting Stock then beneficially owned (as defined above) by the Investor and
its Majority Owned Subsidiaries at the time of such Voting Stock acquisition
(the "STANDSTILL PERCENTAGE"). Notwithstanding the foregoing, nothing in this
Section shall affect any of the registration rights, piggy-back rights,
rights with respect to corporate events and other rights granted to the
Investor and its assignees under this Agreement or the Warrant.


                                       15

<PAGE>

                  6.3 EXCEPTIONS. The Investor will not be obligated to
dispose of any Voting Stock to the extent that the aggregate percentage of
the Total Voting Power of the Company represented by Voting Stock
beneficially owned by the Investor or which the Investor has a right to
acquire is increased beyond the Standstill Percentage (a) as a result of a
recapitalization of the Company or a repurchase or exchange of securities by
the Company or any other action taken by the Company or its affiliates; (b)
as a result of any tender offer, merger, consolidation, or reorganization of
the Company; (c) by way of stock dividends or other distributions or rights
or offerings made available to holders of shares of Voting Stock generally;
(d) with the consent of a simple majority of the authorized members of the
Company's Board of Directors; or (e) as part of a transaction on behalf of
any defined benefit pension plan, profit sharing Plan, 401(k) savings plan,
sheltered employee retirement plan, or any other retirement plan of the
Investor or its Majority Owned Subsidiaries (collectively, the "RETIREMENT
PLANS"), where the Company securities in such Retirement Plans are voted by a
trustee, the Investor or its Majority Owned Subsidiary for the benefit of
employees or, for those Retirement Plans where Investor or this Majority
Owned Subsidiary agrees not to vote any Company Voting Stock that would
otherwise cause the Standstill Percentage to be exceeded.

                  6.4 TERMINATION OF STANDSTILL. The provisions of Section
6.2 shall terminate upon the third anniversary of the Effective Date of this
Agreement.

         7.       COMPANY RIGHT OF FIRST REFUSAL.

                  7.1 RIGHT OF FIRST REFUSAL UPON TRANSFER OF FIVE PERCENT
STAKE. If the Investor (a) intends to sell Investor Securities (including the
Investor Securities underlying any portion of the Warrants proposed to be
sold) with Voting Power constituting five percent (5%) or more of the Total
Voting Power of the Company, or (b) intends to sell Investor Securities,
(including the Investor Securities underlying any such portion of the
Warrant) with Voting Power constituting less than five percent (5%) of the
Total Voting Power of the Company to any person that beneficially owns five
percent (5%) or more of the Total Voting Power of the Company, as indicated
on a Schedule 13D or 13G filed with the SEC, in either case in a transaction
other than in (i) an underwritten piggy-back offering in accordance with
Section 2.4, above, (ii) an underwritten public offering pursuant to Sections
2.2 or 2.3 above, (iii) a tender offer, merger, reorganization, or
consolidation of the Company, or (iv) a sale of the Company Common Stock in a
transaction where a majority of the Company Common Stock held by stockholders
other than the Holders or a majority of Company Common Stock held by
affiliates of the Company as defined in Rule 144 of the Securities Act is
being sold, then Investor shall provide written notice thereof to the Company
(the "INVESTOR NOTICE") providing the Company with the first right to acquire
the Company Common Stock the Holder intends to sell. The Investor Notice
shall specify the number of Investor Securities involved, the name and
address of the proposed purchaser, and the proposed price per share. For a
period of seven (7) business days after delivery of the Investor Notice, the
Company shall be entitled to elect to purchase all, but not less than all, of
the Investor Securities described in the Investor Notice, at the price per
share described in such notice. The Company may exercise such right by
delivery of a written notice (a "COMPANY PURCHASE ELECTION") to the Investor,
irrevocably electing to purchase such Investor Securities that the Holder
intends to sell and shall have thirty (30) days to consummate


                                       16

<PAGE>

said purchase from the Investor. In the event that the Company has not
delivered a Company Purchase Election prior to the expiration of such seven
(7) day period or has failed to purchase and pay for such Investor Securities
within said thirty (30) day period, the Company's right to purchase such
Investor Securities shall expire, and the Investor or its Majority Owned
Subsidiary shall be entitled to sell the Investor Securities described in the
Investor Notice for a period of one hundred twenty (120) days following the
date of the Investor Notice, but only to the proposed purchaser set forth in
the Investor Notice (or any Majority Owned Subsidiary thereof) and only for a
purchase price of at least ninety-five percent (95%) of the purchase price
set forth in the Investor Notice. In the event the Investor or Majority Owned
Subsidiary has not sold such Investor Securities by the end of such ninety
(90) day period, the rights of the Company set forth above in this Section
shall apply to any subsequent sale of the Company Common Stock in excess of
the threshold amount by the Investor or its Majority Owned Subsidiary.
Notwithstanding the foregoing, the provisions of this Section shall not apply
to any sales or other transfers by the Investor to any of its Majority Owned
Subsidiaries.

                  7.2 TERMINATION OF RIGHT OF FIRST REFUSAL. The provisions
of this Section shall terminate upon the third anniversary of the Effective
Date of this Agreement.

         8. SECURITIES ACT & EXCHANGE ACT REPORTS. The Company agrees to:

                  8.1 FILINGS. Use commercially reasonable efforts to file
with the SEC in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange Act.

                  8.2 COMPLIANCE CERTIFICATE. Furnish to each Holder
forthwith upon request a written statement by the Company that it has
complied with the reporting requirements of the Securities Act and the
Exchange Act, or that it qualifies as a registrant whose securities may be
resold pursuant to Form S-3.

                  8.3 PUBLIC INFORMATION. Make and keep public information
available as those terms are understood and defined in Rule 144 under the
Securities Act.

                  8.4 RULE 144. So long as Investor owns the Investor
Securities, or any portion thereof, furnish to the Investor upon request (a)
a written statement by the Company as to its compliance with the company
information requirements of Rule 144, and of the Securities Act and the
Exchange Act, and (b) such other reports and documents so filed with the SEC
as an Investor may reasonably request in availing itself of any rule or
regulation of the SEC allowing an Investor to sell any such securities
without registration.

         9.       MISCELLANEOUS.

                  9.1 SUCCESSORS AND ASSIGNS. The terms and conditions of
this Agreement will inure to the benefit of and be binding upon the
respective successors and permitted assigns of the parties.

                                       17

<PAGE>

                  9.2 GOVERNING LAW. This Agreement will be governed by and
construed under the internal laws of the State of Delaware, without reference
to principles of conflict of laws or choice of laws.

                  9.3 COUNTERPARTS. This Agreement may be executed in two or
more counterparts, each of which will be deemed an original, but all of which
together will constitute the same instrument.

                  9.4 HEADINGS. The headings and captions used in this
Agreement are used for convenience only and are not to be considered in
construing or interpreting this Agreement. All references in this Agreement
to sections, paragraphs, exhibits and schedules will, unless otherwise
provided, refer to sections and paragraphs hereof and exhibits and schedules
attached hereto, all of which exhibits and schedules are incorporated herein
by this reference.

                  9.5 NOTICES. Any notice required or permitted under this
Agreement 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 for next business day delivery under
circumstances in which such service guarantees next business day delivery, in
any case, postage prepaid and addressed to the party to be notified 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.

                  9.6 [Intentionally deleted.]

                  9.7 SEVERABILITY. If any provision of this Agreement is
held to be unenforceable under applicable law, such provision will be
excluded from this Agreement and the balance of the Agreement will be
interpreted as if such provision was so excluded and will be enforceable in
accordance with its terms.

                  9.8 ENTIRE AGREEMENT. This Agreement, together with the
Purchase Agreement and all exhibits and schedules hereto and thereto
constitutes the entire agreement and understanding of the parties with
respect to the subject matter hereof and supersedes any and all prior
negotiations, correspondence, agreements, understandings, duties or
obligations between the parties with respect to the subject matter hereof.

                  9.9 FURTHER ASSURANCES. From and after the date of this
Agreement upon the request of the Company or the Investor, the Company and
the Investor will execute and deliver such instruments, documents or other
writings, and take such other actions, as may be reasonably necessary or
desirable to confirm and carry out and to effectuate fully the intent and
purposes of this Agreement.

                                       18

<PAGE>

                  9.10 MEANING OF INCLUDE AND INCLUDING. Whenever in this
Agreement the word "include" or "including" is used, it shall be deemed to
mean "include, without limitation" or "including, without limitation," as the
case may be, and the language following "include" or "including" shall not be
deemed to set forth an exhaustive list.

                  9.11 FEES, COSTS AND EXPENSES. All fees, costs and expenses
(including attorneys' fees and expenses) incurred by either party hereto in
connection with the preparation, negotiation and execution of this Agreement
and the Purchase Agreement and the consummation of the transactions
contemplated hereby and thereby (including the costs associated with any
filings with, or compliance with any of the requirements of, any governmental
authorities) shall be the sole and exclusive responsibility of such party.

                  9.12 COMPETITION. Nothing set forth herein shall be deemed
to preclude, limit or restrict the Company's or the Investor's ability to
compete with the other.

                  9.13 STOCK SPLITS, DIVIDENDS, AND OTHER SIMILAR EVENTS. The
provisions of this Agreement (including the number of shares of Company
Common Stock and other securities described herein) shall be appropriately
adjusted to reflect any stock split, stock dividend, reorganization, or other
similar event that may occur with respect to the Company after the date
hereof.

                  9.14 ATTORNEYS' FEES. If any action, suit or proceeding is
brought by the Investor or the Company to interpret or enforce this
Agreement, then the prevailing party in such action shall be entitled to
recover its attorneys' fees, experts' fees, and court costs as awarded by the
court in the action or a separate action.

                            [Signatures On Next Page]


                                       19

<PAGE>

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


NOVELL, INC.                           WHITTMAN-HART, INC.

By:      /s/ Dennis Raney              By:        /s/ Bert Young
   ---------------------------------      ------------------------------
Name:    Dennis Raney                  Name:      Bert Young

Title:   Senior Vice President and     Title:     Chief Financial Officer
         Chief Financial Officer                  Whittman-Hart, Inc.
         Novell, Inc.

Date Signed:________________________   Date Signed:_____________________

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

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

With copies to:                        With copies to:

   Wilson Sonsini Goodrich & Rosati           Mark D. Wood, Esq.
   650 Page Mill Road                         Katten Muchin & Zavis
   Palo Alto, California  94304               525 West Monroe St., Suite 1600
   Attn:  Debra S. Summers, Esq.              Chicago, IL 60661

                                              David Shelow, Esq.
                                              Whittman-Hart, Inc.
                                              311 South Wacker Dr.,
                                              Suite 3500
                                              Chicago, Illinois 60606-6618