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


                            SECURITYHOLDERS AGREEMENT


                                      AMONG


                              GARTNER GROUP, INC.,


                           SILVER LAKE PARTNERS, L.P.


                                       AND


                      THE SECURITYHOLDERS SIGNATORY HERETO


                           DATED AS OF APRIL 17, 2000


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


<PAGE>


                                TABLE OF CONTENTS


                                                                            PAGE

RECITALS.......................................................................1

ARTICLE I         DEFINITIONS..................................................1
     SECTION 1.1  Certain Defined Terms........................................1
     SECTION 1.2  Other Definitional Provisions................................6

ARTICLE II        CORPORATE GOVERNANCE.........................................7
     SECTION 2.1  Board Representation.........................................7
     SECTION 2.2  Committees...................................................7
     SECTION 2.3  Consent Rights...............................................7
     SECTION 2.4  Available Financial Information..............................9
     SECTION 2.5  Board Expenses..............................................10
     SECTION 2.6  Termination of Director Designees and Related Rights........10

ARTICLE III       TRANSFERS...................................................10
     SECTION 3.1  Investor Securityholder Transferees.........................10
     SECTION 3.2  Transfer Restrictions.......................................10
     SECTION 3.3  Legends.....................................................11

ARTICLE IV         REGISTRATION RIGHTS........................................12
     SECTION 4.1  Incidental Registrations....................................12
     SECTION 4.2  Registration on Request.....................................13
     SECTION 4.3  Registration Procedures.....................................15
     SECTION 4.4   Information Supplied.......................................19
     SECTION 4.5   Restrictions on Disposition................................19
     SECTION 4.6   Indemnification............................................19
     SECTION 4.7   Required Reports...........................................22
     SECTION 4.8   Selection of Counsel.......................................22
     SECTION 4.9   Holdback Agreement.........................................22
     SECTION 4.10  No Inconsistent Agreements.................................22

ARTICLE V         EQUITY PURCHASE RIGHTS......................................22
     SECTION 5.1  Subsidiary Purchase Rights..................................22
     SECTION 5.2  Acquisition of Additional Shares of Common Stock............23

ARTICLE VI        CERTAIN COVENANTS...........................................24
     SECTION 6.1  HSR Approval................................................24
     SECTION 6.2  Convertible Preferred Stock.................................25


                                       i

<PAGE>


     SECTION 6.3  Common Stock Repurchases....................................25

ARTICLE VII       MISCELLANEOUS...............................................25
     SECTION 7.1  Silver Lake Indemnification.................................25
     SECTION 7.2  Termination.................................................26
     SECTION 7.3  Amendments and Waivers......................................26
     SECTION 7.4  Successors, Assigns and Transferees.........................26
     SECTION 7.5  Notices.....................................................26
     SECTION 7.6  Further Assurances..........................................26
     SECTION 7.7  Entire Agreement............................................27
     SECTION 7.8  Delays or Omissions.........................................27
     SECTION 7.9  Governing Law; Jurisdiction; Waiver of Jury Trial...........27
     SECTION 7.10 Severability................................................27
     SECTION 7.11 Effective Date..............................................27
     SECTION 7.12 Enforcement.................................................27
     SECTION 7.13 Titles and Subtitles........................................28
     SECTION 7.14 No Recourse.................................................28
     SECTION 7.15 Counterparts; Facsimile Signatures..........................28


                                       ii

<PAGE>


                               GARTNER GROUP, INC.

                            SECURITYHOLDERS AGREEMENT


          THIS  SECURITYHOLDERS  AGREEMENT  (this  "AGREEMENT") is entered as of
April 17, --------- 2000, among GARTNER GROUP, INC., a Delaware corporation (the
"COMPANY"),  Silver Lake ------- Partners, L.P., a Delaware limited partnership,
Silver Lake Investors,  L.P., a Delaware  limited  partnership,  and Silver Lake
Technology  Investors,  L.L.C., a Delaware limited  liability  company (together
with  successor  entities,  "SILVER  LAKE"),  and Integral  Capital  -----------
Partners IV, L.P., a Delaware limited partnership, and Integral Capital Partners
IV MS Side Fund, L.P., a Delaware limited partnership.


                                    RECITALS

          WHEREAS,   the  Company,   Silver  Lake  and  certain  other  Investor
Securityholders  (as defined  below) have  entered  into a  Securities  Purchase
Agreement,  dated as of March 21, 2000,  as amended,  supplemented  or otherwise
modified from time to time (the "SECURITIES  PURCHASE  AGREEMENT"),  pursuant to
which  Silver  Lake and other  Investor  Securityholders  will  purchase  $300.0
million aggregate principal amount of 6% convertible subordinated notes due 2005
of the  Company  (the  "NOTES")  and the  Options  (as  defined  below),  for an
aggregate purchase price of $300.0 million; and

          WHEREAS,  the parties hereto desire to enter into certain arrangements
relating to the Company, the Notes, the Class A Common Stock and the Convertible
Preferred Stock, to be effective as of the Closing (each as defined below).

          NOW, THEREFORE,  in consideration of the foregoing recitals and of the
mutual promises hereinafter set forth, the parties hereto agree as follows:


                                    ARTICLE I

                                   DEFINITIONS

          SECTION I.1 CERTAIN DEFINED TERMS. As used herein, the following terms
shall have the following meanings:

          "AFFILIATE"  means, with respect to any Person,  any other Person that
directly,  or  indirectly  through  one or  more  intermediaries,  controls,  is
controlled by or is under common  control with,  such specified  Person,  for so
long as such Person remains so associated to the specified Person; provided that
beneficial  ownership  of 10% or more of voting  interests  of a Person shall be
deemed "control".


<PAGE>


                                                                               2


          "AS CONVERTED"  means,  with respect to any Equity Securities owned by
any Investor  Securityholder  and its Affiliates that are  convertible  into, or
exchangeable or exercisable for Class A Common Stock,  such Equity Securities on
an as converted, exchanged or exercised basis.


          "BENEFICIAL  OWNER" or  "BENEFICIALLY  OWN" has the meaning given such
term in Rule 13d-3 under the Exchange Act and a Person's beneficial ownership of
Common Stock or Preferred Stock or other Voting  Securities of the Company shall
be calculated in accordance with the provisions of such Rule; PROVIDED, HOWEVER,
that for purposes of  determining  beneficial  ownership,  (i) a Person shall be
deemed to be the beneficial  owner of any security which may be acquired by such
Person whether within 60 days or thereafter,  upon the  conversion,  exchange or
exercise of any warrants, options, rights or other securities and (ii) no Person
shall be  deemed to  beneficially  own any  security  solely as a result of such
Person's execution of this Agreement.

          "BOARD" means the Board of Directors of the Company.

          "BUSINESS DAY" means any day that is not a Saturday, a Sunday or other
day on which banks are required or authorized by law to be closed in The City of
New York.

          "BYLAWS"  means the  Bylaws of the  Company,  as in effect on the date
hereof and as the same may be amended,  supplemented or otherwise  modified from
time to time in accordance  with the terms thereof and the terms of the Restated
Certificate.

          "CAPITAL STOCK" means, with respect to any Person at any time, any and
all shares, interests,  participations or other equivalents (however designated,
whether voting or non-voting) of capital stock,  partnership  interests (whether
general or  limited)  or  equivalent  ownership  interests  in or issued by such
Person, and with respect to the Company includes,  without  limitation,  any and
all shares of Common Stock and preferred stock.

          "CERTIFICATE OF DESIGNATION" means the Certificate of Designation with
respect to the Company's Convertible Preferred Stock.

          "CLAIMS" has the meaning assigned to such term in Section 4.6(a).

          "CLASS A COMMON  STOCK"  means the  Common  Stock,  Class A, par value
$0.0005 per share, of the Company and any securities  issued in respect thereof,
or in substitution  therefor,  in connection  with any stock split,  dividend or
combination, or any reclassification,  recapitalization,  merger, consolidation,
exchange or other similar reorganization.

          "CLASS B COMMON  STOCK"  means the  Common  Stock,  Class B, par value
$0.0005 per share, of the Company and any securities  issued in respect thereof,
or in substitution  therefor,  in connection  with any stock split,  dividend or
combination, or any reclassification,  recapitalization,  merger, consolidation,
exchange or other similar reorganization.


<PAGE>

                                                                               3


          "CLOSING"  has the  meaning  assigned  to such term in the  Securities
Purchase Agreement.

          "COMMON STOCK" means,  collectively,  the Class A Common Stock and the
Class B Common Stock.

          "CONTROL"  (including  the terms  "CONTROLLED  BY" and  "UNDER  COMMON
CONTROL with"),  with respect to the  relationship  between or among two or more
Persons, means the possession, directly or indirectly, of the power to direct or
cause the direction of the affairs or management  of a Person,  whether  through
the  ownership  of voting  securities,  as trustee or  executor,  by contract or
otherwise.

          "CONVERTIBLE  PREFERRED  STOCK"  means the  Company's  Series C Junior
Convertible   Participating   Preferred  Stock,   into  which  the  Notes  maybe
convertible  and  having  the  designations  set  forth  in the  Certificate  of
Designations (as defined in the Letter Agreement).

          "CREDIT AGREEMENT" has the meaning assigned to such term in the Notes.

          "DEMAND  PARTY"  has the  meaning  assigned  to such  term in  Section
4.2(a).

          "DIRECTOR" means any member of the Board.

          "DIVESTITURE"  has  the  meaning  assigned  to such  term  in  Section
2.3(vi).

          "EQUITY  SECURITIES"  means any and all shares of Capital Stock of the
Company,  securities  of  the  Company  convertible  into,  or  exchangeable  or
exercisable for, such shares,  and options,  warrants or other rights to acquire
such shares (including the Notes and the Convertible Preferred Stock).

          "EXCHANGE ACT" means the Securities  Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder.

          "EXEMPT  ACQUISITION"  means any acquisition  (whether through merger,
consolidation  or otherwise)  which has a purchase price  (including any assumed
indebtedness and valuing any non-cash consideration at its Fair Market Value) of
less than $75.0 million.

          "EXEMPT DIVESTITURE" means any Divestiture pursuant to which the value
of the assets being divested (including any assumed indebtedness and valuing any
non-cash consideration at its Fair Market Value) is less than $75.0 million.

          "FAIR MARKET  VALUE" has the meaning  assigned to such term in Section
4(d)(iv) of the Note.

          "FULLY-DILUTED  BASIS"  with  respect to Voting  Securities  means the
number of shares of Voting  Securities which are issued and outstanding or owned
or held, as applicable,  at the date


<PAGE>

                                                                               4


of  determination  plus the  number  of shares  of  Voting  Securities  issuable
pursuant to any securities (other than Voting Securities),  warrants,  rights or
options then  outstanding,  convertible  into or exchangeable or exercisable for
(whether or not subject to  contingencies  or passage of time, or both),  Voting
Securities (including the Convertible Preferred Stock and the Notes).

          "GAAP" means generally accepted accounting principles, as in effect in
the United States of America from time to time.

          "GROUP" has the meaning  assigned to such term in Section  13(d)(3) of
the Exchange Act.

          "HOLDER"  means  Silver  Lake  and any  other  holder  of  Registrable
Securities  (including any direct or indirect  Transferees of Silver Lake or its
Affiliates)  entitled to the rights,  and bound by the  obligations,  under this
Agreement in accordance with Section 3.1(b).

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

          "INCUR" means, directly or indirectly,  to incur,  refinance,  create,
assume, guarantee or otherwise become liable with respect to.

          "INDEMNIFIED PARTIES" has the meaning assigned to such term in Section
4.6(a).

          "INVESTOR SECURITYHOLDER" means Silver Lake, each other securityholder
that purchased  Notes from the Company on the Closing Date and any Transferee of
the foregoing.

          "ISSUANCE  NOTICE"  has the  meaning  assigned to such term in Section
5.1(b).

          "LAW" has the meaning assigned to such term in the Securities Purchase
Agreement.

          "LETTER  AGREEMENT"  shall  mean the letter  agreement  dated the date
hereof with respect to the possible issuance of the Convertible Preferred Stock.

          "LOSSES" has the meaning assigned to such term in Section 7.1.

          "NASD" means the National Association of Securities Dealers, Inc.

          "NOTES"  means the  Company's 6%  convertible  subordinated  notes due
2005.

          "NYSE" means the New York Stock Exchange, Inc.

          "OTHER  HOLDERS"  means  Persons  other than Holders who, by virtue of
agreements with the Company, are entitled to include their securities in certain
registrations hereunder.


<PAGE>

                                                                               5


          "OTHER  SECURITIES"  means  securities  of  the  Company,  other  than
Registrable  Securities which, by virtue of agreements between Other Holders and
the Company, are entitled to be included in certain registrations hereunder.

          "PERMITTED   TRANSFEREE"   means,   with  respect  to  each   Investor
Securityholder  (A)  such  Investor  Securityholder's  officers,   employees  or
consultants,  (B) any corporation or  corporations,  partnership or partnerships
(or  other  entity  for  collective  investment,  such as a fund)  which is (and
continues  to be) an  Affiliate  of  such  Investor  Securityholder  and (C) the
partners of such Investor  Securityholder and the general or limited partners of
such partners in the case of a distribution by such Investor Securityholder.  In
addition, with respect to Silver Lake, Permitted Transferee shall include one or
more  limited  partners  of  Silver  Lake who may  purchase  up to $100  million
aggregate  principal  amount of Notes,  subject  to the  prior  approval  of the
Company (which approval may not be unreasonably withheld).

          "PERSON"  means any natural  person,  corporation,  limited  liability
company, trust, joint venture, association,  company, partnership,  governmental
authority or other entity.

          "REFINANCING  RIGHT" has the meaning  assigned to such term in Section
4(j) of the Notes.

          "REGISTRABLE  SECURITIES" means (i) any shares of Class A Common Stock
issuable upon conversion of (x) the Notes or (y) the Convertible Preferred Stock
and (ii) the shares of  Convertible  Preferred  Stock,  in each case held by any
Holder.  As  to  any  particular  Registrable  Securities,   once  issued,  such
Registrable  Securities  shall  cease to be  Registrable  Securities  when (a) a
registration statement with respect to the sale by the Holder of such securities
shall have become  effective under the Securities Act and such securities  shall
have been disposed of in accordance with such registration  statement,  (b) such
securities  shall have been  distributed to the public  pursuant to Rule 144 (or
any successor  provision) under the Securities Act, or (c) such securities shall
have ceased to be  outstanding.  For  purposes of this  Agreement,  any required
calculation of the amount of, or percentage of, Registrable  Securities shall be
based on the number of shares of Common Stock or Convertible Preferred Stock, as
the case may be, which are  Registrable  Securities,  including  shares issuable
upon  the  conversion,   exchange  or  exercise  of  any  security  convertible,
exchangeable or exercisable into Common Stock or Convertible Preferred Stock, as
the case may be.

          "REGISTRATION  EXPENSES"  means  any  and  all  expenses  incident  to
performance of or compliance  with Article IV of this  Agreement,  including (a)
all SEC and securities exchange or NASD registration and filing fees (including,
if applicable, the fees and expenses of any "qualified independent underwriter,"
as such term is  defined in  Schedule  E to the  bylaws of the NASD,  and of its
counsel),  (b) all fees and expenses of complying  with  securities  or blue sky
laws  (including  fees and  disbursements  of counsel  for the  underwriters  in
connection with blue sky qualifications of the Registrable Securities),  (c) all
printing, messenger and delivery expenses, (d) all fees and expenses incurred in
connection  with the listing of the  Registrable  Securities  on any  securities
exchange or NASD pursuant to Section  4.3(h)(i) and all rating agency fees,  (e)
the fees and  disbursements  of counsel for the  Company and of its  independent
public  accountants,  including


<PAGE>

                                                                               6


the expenses of any special audits and/or "cold comfort"  letters required by or
incident  to such  performance  and  compliance,  (f) the  reasonable  fees  and
disbursements  of counsel  selected  pursuant to Section  4.8,  (g) any fees and
disbursements  of  underwriters  customarily  paid by the  issuers or sellers of
securities,  including  liability  insurance if the Company so desires or if the
underwriters  so require,  and the  reasonable  fees and expenses of any special
experts  retained in connection with the requested  registration,  but excluding
underwriting  discounts  and  commissions  and transfer  taxes,  if any, and (h)
expenses  incurred in connection  with any road show  (including  the reasonable
out-of-pocket expenses of any Investor Securityholder).

          "REQUIRED  COMPANY  VOTE"  means the  affirmative  vote of  holders of
shares of Common  Stock  representing  a majority  of the total  votes cast at a
meeting of the holders of outstanding shares of Common Stock.

          "RESTATED  CERTIFICATE" means the Amended and Restated  Certificate of
Incorporation  of the  Company,  as in effect on the date hereof and as the same
may be  amended,  supplemented  or  otherwise  modified  from  time  to  time in
accordance with the terms thereof and the terms of this Agreement.

          "SEC" means the U.S.  Securities and Exchange  Commission or any other
federal  agency then  administering  the  Securities Act or the Exchange Act and
other federal securities laws.

          "SECURITIES ACT" means the Securities Act of 1933, as amended, and the
rules and regulations promulgated thereunder.

          "SILVER LAKE  DIRECTOR"  means any Director  nominated for election to
the Board by Silver Lake pursuant to Section 2.1 of this Agreement.

          "SILVER  LAKE  INDEMNITEE"  has the  meaning  assigned to such term in
Section 7.1.

          "SUBSIDIARY"  means (i) any  corporation  of which a  majority  of the
securities  entitled to vote generally in the election of directors thereof,  at
the time as of which any  determination  is being  made,  are  owned by  another
entity,  either directly or indirectly,  and (ii) any joint venture,  general or
limited partnership, limited liability company or other legal entity in which an
entity is the record or beneficial owner, directly or indirectly,  of a majority
of the voting interests or the general partner.

          "TRANSFER" means, directly or indirectly,  to sell, transfer,  assign,
pledge,  encumber,  hypothecate or similarly  dispose of, either  voluntarily or
involuntarily,  or to enter into any contract,  option or other  arrangement  or
understanding  with  respect  to  the  sale,   transfer,   assignment,   pledge,
encumbrance,  hypothecation  or  similar  disposition  of,  any shares of Equity
Securities  beneficially  owned by a Person  or any  interest  in any  shares of
Equity Securities beneficially owned by a Person.


<PAGE>

                                                                               7


          "TRANSFEREE" means any Person to whom any Investor  Stockholder or any
of its Affiliates or any Transferee  thereof  Transfers Equity Securities of the
Company in accordance with the terms hereof.

          "VOTING  SECURITIES" means, at any time, shares of any class of Equity
Securities  of the Company  which are then  entitled to vote in the  election of
Directors.

          SECTION I.2 OTHER  DEFINITIONAL  PROVISIONS.  (a) The words  "hereof",
"herein" and "hereunder" and words of similar import when used in this Agreement
shall refer to this Agreement as a whole and not to any particular  provision of
this Agreement,  and Article and Section references are to this Agreement unless
otherwise specified.

          (b) The  meanings  given  to terms  defined  herein  shall be  equally
applicable to both the singular and plural forms of such terms.


                                   ARTICLE II

                              CORPORATE GOVERNANCE

          SECTION II.1 BOARD  REPRESENTATION.  (a)  Effective as of the Closing,
the  Board  shall be  comprised  of ten (10)  Directors.  Silver  Lake  shall be
entitled to recommend two (2) nominees to fill vacancies on the Board.

          (b) The  Company  shall  take  such  action as may be  required  under
applicable  law, the Restated  Certificate  and the Bylaws to cause the Board to
consist of the number of Directors specified in clause (a) and to include in the
slate of nominees  recommended  by the Board two persons  recommended  by Silver
Lake.  The  Company  shall  also  take  such  action  as may be  required  under
applicable  law, the Restated  Certificate  and the Bylaws to cause  nominees of
Silver Lake who are elected to the Board to be divided as equally as practicable
among each class of Directors.

          (c) In the event  that a vacancy  is created at any time by the death,
disability,  retirement,  resignation  or removal (with or without cause) of any
Silver Lake Director,  Silver Lake may recommend another person to be elected to
fill the vacancy created thereby,  and the Company hereby agrees to take, at any
time and from time to time, all actions necessary to accomplish the same.

          (d)  Without the prior  written  consent of Silver  Lake,  the Company
agrees  not to take  any  action  that  would  cause  the  number  of  Directors
constituting  the  entire  Board to be other  than ten (10)  from and  after the
Closing.

          SECTION II.2  COMMITTEES.  If  requested  by Silver Lake,  the Company
shall cause any executive committee,  compensation  committee,  audit committee,
investment


<PAGE>

                                                                               8


committee,  governance committee, nominating committee or other committee of the
Board to include at least one Silver Lake Director.

          SECTION II.3 CONSENT RIGHTS. So long as Silver Lake, together with its
Affiliates,  shall own Notes, shares of Convertible Preferred Stock or shares of
Class A Common Stock that, on an as converted basis,  represent more than 20% of
the  shares of Class A Common  Stock into  which the Notes  purchased  by Silver
Lake,  together with its  Affiliates,  were  convertible on the Closing Date, in
addition to any vote or consent of the Board or the  stockholders of the Company
required by law or the Restated  Certificate,  the Notes or the  Certificate  of
Designation,  the  consent  in writing of Silver  Lake  shall be  necessary  for
authorizing, effecting or validating the following actions by the Company:

          a. entering into any direct or indirect  transaction by the Company or
     any of its Subsidiaries with an Affiliate of the Company (including without
     limitation,  the  purchase,  sale,  lease or exchange of any  property,  or
     rendering  of any service or  modification  or  amendment  of any  existing
     agreement or arrangement) except (a) transactions in the ordinary course of
     business that are on terms and  conditions no less favorable to the Company
     or such  Subsidiary  than could be obtained on an arm's  length  basis from
     unrelated third parties,  (b)  transactions  between the Company and any of
     its wholly-owned  Subsidiaries  not involving any other Affiliate,  (c) any
     transactions  between the Company or any  Subsidiary  of the Company and SI
     Ventures that are currently required by existing written agreements.

          b. any  increase  in the  number  of  Directors  or any  change in the
     composition or structure of the Board if such change would adversely affect
     the rights of Silver Lake;

          c. any  amendment,  alteration  or change to the rights,  preferences,
     privileges or powers of the Notes,  the Convertible  Preferred Stock or the
     Class A Common Stock;

          d. any increase or decrease in the (x) aggregate  principal  amount of
     Notes  authorized or issued or (y) the total number of authorized or issued
     shares of  Convertible  Preferred  Stock other than in accordance  with the
     terms thereof;

          e. any  acquisition  of securities or assets of another  Person by the
     Company or any Subsidiary, (whether any such acquisition was effectuated by
     merger,  consolidation  or otherwise)  whether in a single  transaction  or
     series of related transactions, other than Exempt Acquisitions;

          f. any sale,  lease,  transfer or  disposition  (a  "DIVESTITURE")  of
     securities or assets of the Company or any of its  Subsidiaries  (including
     any  spin-off or in-kind  distribution  to  stockholders  of the  Company),
     whether in a single  transaction or series of related  transactions,  other
     than Exempt Divestitures;

          g. any  incurrence  by the  Company or any  Subsidiary  of  additional
     indebtedness  for  borrowed  money in excess of $100  million,  except  (a)
     indebtedness  incurred to fund the


<PAGE>

                                                                               9


     Refinancing  Right provided in the Notes, (b)  indebtedness  incurred under
     the  Credit  Agreement  in  amounts  not to exceed  $500.0  million  in the
     aggregate  or (c) any  refinancing  of  existing  indebtedness  or existing
     commitments thereunder, provided that (i) the aggregate principal amount of
     "refinancing  indebtedness"  or  commitments  does not exceed the principal
     amount  or  commitment  amount  of the  indebtedness  refinanced,  (ii) the
     "refinancing  indebtedness"  has a final  maturity and "average life" later
     than that of the  indebtedness  being  refinanced and (iii) the refinancing
     indebtedness  is on terms  (taken as a whole) that are as  favorable to the
     holders of the Notes as those governing the refinanced indebtedness;

          h. the dissolution or liquidation of, or filing for bankruptcy by, the
     Company  or any  significant  Subsidiary  (as  defined  in Rule  1-02(w) of
     Regulation S-X promulgated under the Exchange Act);

          i. (A) declaring or paying any dividend or making any  distribution to
     the holders of the capital  stock of the Company  (other than  dividends or
     distributions  payable  in  shares  of  Common  Stock)  or (B)  purchasing,
     redeeming or otherwise acquiring or retiring for value any capital stock of
     the Company or any  Subsidiary  (other than pursuant to employee  plans) or
     (C) paying, redeeming,  repurchasing or defeasing or otherwise retiring for
     value prior to any scheduled maturity,  scheduled sinking fund or mandatory
     redemption payment,  indebtedness of the Company or any Subsidiary which is
     subordinate (whether pursuant to its terms or by operation of law) in right
     of payment to the Notes and which was  scheduled  to mature on or after the
     maturity  of the  Notes,  except to the extent  permitted  under the Credit
     Agreement as in effect on the date hereof; or

          j. any arrangement or contract to do any of the foregoing.

          SECTION II.4  AVAILABLE  FINANCIAL  INFORMATION.  (a) The Company will
deliver,  or will cause to be  delivered,  the  following  to each  Silver  Lake
Director  (or, if no Silver Lake  Directors  are then  serving on the Board,  to
Silver Lake): an annual budget, a business plan and financial  forecasts for the
Company for the next fiscal year of the Company,  no later than thirty (30) days
before the beginning of the Company's  next fiscal year, in such manner and form
as approved by the Board,  which shall  include at least a projection  of income
and a projected  cash flow statement for each fiscal quarter in such fiscal year
and a  projected  balance  sheet as of the end of each  fiscal  quarter  in such
fiscal year.  Any material  changes in such  business plan shall be delivered to
the Silver Lake  Directors  or Silver  Lake,  as the case may be, as promptly as
practicable after such changes have been approved by the Board.

          (b) The Company will promptly deliver to each Investor  Securityholder
when available one copy of each annual report on Form 10-K and quarterly  report
on Form  10-Q of the  Company,  as filed  with the SEC.  In the  event an annual
report on Form 10-K or quarterly report on Form 10-Q is unavailable, the Company
may, in lieu of the requirements of the preceding sentence, deliver, or cause to
be delivered, the following to each Investor Securityholder:


<PAGE>

                                                                              10


          (i) as soon as  practicable  after the end of each  fiscal year of the
     Company,   and  in  any  event  within  ninety  (90)  days  thereafter,   a
     consolidated  balance sheet of the Company and its  Subsidiaries  as of the
     end of such fiscal year,  and  consolidated  statements  of income and cash
     flows of the  Company  and its  Subsidiaries  for such  year,  prepared  in
     accordance with GAAP and setting forth in each case in comparative form the
     figures for the previous fiscal year, all in reasonable detail and followed
     promptly thereafter (to the extent not available) such financial statements
     accompanied by the opinion of independent  public accountants of recognized
     national  standing  selected  by  the  Company,   and  a   Company-prepared
     comparison to the Company's  business plan for such year as approved by the
     Board; and

          (ii) as soon as  practicable  after the end of the  first,  second and
     third quarterly  accounting periods in each fiscal year of the Company, and
     in any event within forty-five (45) days thereafter, a consolidated balance
     sheet  of the  Company  and its  Subsidiaries  as of the  end of each  such
     quarterly period,  and consolidated  statements of income and cash flows of
     the Company and its Subsidiaries for such period and for the current fiscal
     year to  date,  prepared  in  accordance  with  GAAP and  setting  forth in
     comparative form the figures for the corresponding  periods of the previous
     fiscal year and to the Company's  business plan then in effect and approved
     by the Board,  subject to changes  resulting  from  normal  year-end  audit
     adjustments,  all in  reasonable  detail  and  certified  by the  principal
     financial or accounting officer of the Company,  except that such financial
     statements need not contain the notes required by GAAP.

          SECTION II.5 BOARD  EXPENSES.  The Company shall  reimburse the Silver
Lake Directors for their reasonable  out-of-pocket expenses incurred by them for
the  purpose  of  attending  meetings  of the  Board or  committees  thereof  in
accordance with the Company's current reimbursement policy.

          SECTION II.6  TERMINATION  OF DIRECTOR  DESIGNEES AND RELATED  RIGHTS.
Notwithstanding Sections 2.1 and 2.3, at such time as Silver Lake, together with
its Affiliates,  shall cease to own Notes, shares of Convertible Preferred Stock
or shares of Class A Common Stock that, on an as converted basis, represent less
than 20% of the shares of Class A Common Stock into which the Notes purchased by
Silver Lake, together with its Affiliates, were convertible on the Closing Date,
Silver Lake and its Affiliates shall cease to have the right to (i) nominate for
election  any  Directors  pursuant  to  Section  2.1 or (ii)  consent to certain
corporate actions provided in Section 2.3.


                                   ARTICLE III
                                    TRANSFERS

          SECTION  III.1  INVESTOR  SECURITYHOLDER  TRANSFEREES.  (a) Subject to
Section 3.1(b), no Transferee of any Investor Securityholder shall be obligated,
or entitled to rights, under this Agreement.

          (b) No  Transferee  shall  have any rights or  obligations  under this
Agreement, except that an Investor Securityholder may assign all or a portion of
the rights and  obligations of


<PAGE>

                                                                              11


the Investor  Securityholder under Article IV to any Transferee (and such rights
shall be further  transferable to any further Transferee subject to this Section
3.1).

          (c)  Prior  to  the  consummation  of  a  Transfer  from  an  Investor
Securityholder,  to the extent rights and obligations are to be assigned, and as
a condition thereto,  the applicable  Transferee shall (i) agree in writing with
the  other  parties  hereto  to be bound by the  terms  and  conditions  of this
Agreement to the extent described in Section 3.1(b) and (ii) provide the Company
and the other parties to this  Agreement at such time complete  information  for
notices under this Agreement.

          SECTION  III.2  TRANSFER  RESTRICTIONS.  (a) On or  before  the  third
anniversary of the Closing, no Investor  Securityholder shall Transfer any Notes
other than as expressly  permitted  by, and in  compliance  with,  the terms and
conditions of, this Agreement. Any attempt to transfer any Notes in violation of
the preceding sentence shall be null and void.

          (b)  Notwithstanding  anything to the contrary in this Agreement,  any
transfer  permitted or required by this  Agreement  shall be in compliance  with
federal and state securities laws,  including without  limitation the Securities
Act.

          (c)  Notwithstanding  Section 3.2(a), an Investor  Securityholder  may
Transfer any or all of its Notes to any  Permitted  Transferee  of such Investor
Securityholder,  provided  that the rights  granted to Silver  Lake  pursuant to
Article II and  Section 5 may not be  assigned  by Silver  Lake.  As a condition
precedent  to any such  transfer,  the  Permitted  Transferee  shall  execute an
instrument pursuant to which such Permitted Transferee agrees to be bound by and
to comply with the terms of this Agreement,  and obtains the rights and benefits
that inure to, the transferor  Investor  Securityholder  as though the Permitted
Transferee  were  such  transferor.  Upon  execution  of  such  instrument,  the
Permitted Transferee shall be deemed an Investor  Securityholder  hereunder with
respect to such Notes.  Any transfer to a Permitted  Transferee not made in full
compliance with this Section 3.2(c) shall be void and of no effect.

          SECTION III.3 LEGENDS. Each certificate representing shares of Class A
Common  Stock  and the  Convertible  Preferred  Stock  into  which the Notes are
convertible  will  bear  a  legend  on the  face  thereof  substantially  to the
following effect (with such additions  thereto or changes therein as the Company
may be advised by counsel are  required by law or  necessary to give full effect
to this Agreement, the "LEGEND"):

          "THE  SECURITIES   REPRESENTED  BY  THIS  CERTIFICATE  HAVE  BEEN
     ACQUIRED  FOR  INVESTMENT  AND  HAVE  NOT BEEN  REGISTERED  UNDER  THE
     SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES OR BLUE SKY
     LAWS.  THESE  SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
     OF SUCH REGISTRATION OR A VALID EXEMPTION  THEREFROM UNDER SAID ACT OR
     LAWS. THE SECURITIES  REPRESENTED BY THIS CERTIFICATE ARE ALSO SUBJECT
     TO CERTAIN RESTRICTIONS AS MORE PARTICULARLY DESCRIBED IN THAT CERTAIN
     SECURITYHOLDERS  AGREEMENT  DATED  AS  OF  APRIL


<PAGE>

                                                                              12


     17,  2000 (AS SUCH  AGREEMENT  MAY BE AMENDED,  MODIFIED OR  OTHERWISE
     SUPPLEMENTED FROM TIME TO TIME, THE "SECURITYHOLDERS AGREEMENT") AMONG
     THE ISSUER OF SUCH  SECURITIES  (THE  "ISSUER")  AND THE OTHER PARTIES
     THERETO.  A COPY OF SUCH  SECURITYHOLDERS  AGREEMENT WILL BE FURNISHED
     WITHOUT  CHARGE  BY THE  ISSUER  TO THE  HOLDER  HEREOF  UPON  WRITTEN
     REQUEST."

The  Legend  will be  removed  by the  Company  by the  delivery  of  substitute
certificates  without such Legend in the event the legend is no longer  required
for purposes of applicable securities laws.

                                   ARTICLE IV
                               REGISTRATION RIGHTS

          SECTION IV.1 INCIDENTAL REGISTRATIONS.  (a) If the Company at any time
after  the  date  hereof  proposes  to  register  Equity  Securities  under  the
Securities Act (other than a  registration  on Form S-4 or S-8, or any successor
or other forms  promulgated for similar  purposes),  whether or not for sale for
its own  account,  in a manner which would permit  registration  of  Registrable
Securities  for sale to the public under the  Securities  Act, it will,  at each
such time,  give prompt  written notice to all Holders of its intention to do so
and of such Holders'  rights under this Article IV. Upon the written  request of
any such Holder made within 15 days after the receipt of any such notice  (which
request shall specify the Registrable  Securities  intended to be disposed of by
such  Holder),  the Company will use its  reasonable  best efforts to effect the
registration  under the Securities Act of all Registrable  Securities  which the
Company has been so requested to register by the Holders thereof; PROVIDED, that
(a) if, at any time after giving written notice of its intention to register any
securities,  the Company shall  determine for any reason not to proceed with the
proposed  registration  of the  securities to be sold by it, the Company may, at
its  election,  give written  notice of such  determination  to each Holder and,
thereupon,  shall be relieved of its  obligation  to  register  any  Registrable
Securities in connection with such  registration (but not from its obligation to
pay  the  Registration  Expenses  in  connection  therewith),  and  (b) if  such
registration  involves an underwritten  offering,  all Holders  requesting to be
included in the Company's registration must sell their Registrable Securities to
the  underwriters  selected by the Company on the same terms and  conditions  as
apply to the  Company,  with such  differences,  including  any with  respect to
indemnification and liability  insurance,  as may be customary or appropriate in
combined primary and secondary offerings.  If a registration  requested pursuant
to this Section involves an underwritten public offering,  any Holder requesting
to be included in such registration may elect, in writing prior to the effective
date of the registration  statement filed in connection with such  registration,
not to  register  all or any part of such  securities  in  connection  with such
registration.  Nothing in this Section  shall  operate to limit the right of any
Holder to request the  registration  of Common Stock  issuable upon  conversion,
exchange or exercise of securities held by such Holder  notwithstanding the fact
that at the  time of  request  such  Holder  does  not  hold  the  Common  Stock
underlying such securities.  The registrations  provided for in this Section 4.1
are in addition to, and not in lieu of,  registrations  made upon the request of
any Investor Securityholder in accordance with Section 4.2.


<PAGE>

                                                                              13


          (b)  EXPENSES.  The  Company  will pay all  Registration  Expenses  in
connection with each registration of Registrable  Securities  requested pursuant
to this Section 4.1.

          (c) PRIORITY IN INCIDENTAL  REGISTRATIONS.  If a registration pursuant
to  this  Section  4.1  involves  an  underwritten  offering  and  the  managing
underwriter  advises the Company in writing that, in its opinion,  the number of
Registrable  Securities  requested to be included in such registration  would be
likely to have an adverse  effect on the price,  timing or  distribution  of the
securities to be offered in such offering as  contemplated by the Company (other
than  the  Registrable  Securities),  then the  Company  shall  include  in such
registration (a) FIRST, 100% of the securities the Company proposes to sell, (b)
SECOND,  any Other  Securities  requested to be  registered by any Other Holders
exercising  a demand  registration  right,  and (c) THIRD,  to the extent of the
amount of Registrable  Securities and Other Securities  requested to be included
in such registration which, in the opinion of such managing underwriter,  can be
sold  without  having  the  adverse  effect  referred  to above,  the  amount of
Registrable  Securities  and Other  Securities  which the  Holders and the Other
Holders have  requested to be included in such  registration,  such amount to be
allocated  pro rata among all  requesting  Holders and the Other  Holders on the
basis of the relative amount of Registrable Securities and Other Securities then
held by each  such  Holder  and Other  Holder  (PROVIDED,  that any such  amount
thereby  allocated to any such Holder or Other Holder that exceeds such Holder's
or Other Holder's  request shall be reallocated  among the remaining  requesting
Holders and Other Holders in like manner).

          SECTION IV.2  REGISTRATION ON REQUEST.  (a) At any time after the date
hereof,  upon the  written  request of Silver Lake or any  Transferee  of Silver
Lake;  PROVIDED that no  Transferee  of Silver Lake or its  Affiliates or of any
Transferee shall be permitted to request a registration pursuant to this Section
4.2 unless the right to make such a request was  transferred to such  Transferee
pursuant to Section  3.1(b) (the  "DEMAND  PARTY")  requesting  that the Company
effect the  registration  under the Securities Act of all or part of such Demand
Party's Registrable  Securities and specifying the amount and intended method of
disposition  thereof,   including  without  limitation,   pursuant  to  a  shelf
registration  statement utilizing Rule 415 under the Securities Act, the Company
will promptly give written  notice of such requested  registration  to all other
Holders,  and thereupon will, as expeditiously  as possible,  use its reasonable
best efforts to effect the registration under the Securities Act of:

          (i) the Registrable Securities which the Company has been so requested
     to register by the Demand Party; and

          (ii) all  other  Registrable  Securities  which the  Company  has been
     requested to register by any other Holder thereof by written  request given
     to the Company  within 15 days after the giving of such  written  notice by
     the Company (which request shall specify the amount and intended  method of
     disposition of such Registrable Securities), all to the extent necessary to
     permit the  disposition  (in accordance with the intended method thereof as
     aforesaid) of the  Registrable  Securities so to be  registered;  PROVIDED,
     that in no event  shall the  Company be  required to effect more than three
     registrations pursuant to this Section 4.2 (which number shall be increased
     to four in the event any shares of Convertible Preferred Stock are issued);
     and  PROVIDED,  FURTHER,  that,  in the  event the


<PAGE>

                                                                              14


     Company  shall not have  postponed the filing of a  registration  statement
     required by this Section 4.2  pursuant to Section  4.2(g)  hereof  within a
     period of 360 days from the date of a demand notice under  Section  4.2(a),
     the  Company  shall  not be  obligated  to  file a  registration  statement
     relating to any  registration  request under this Section 4.2 (other than a
     registration  statement on Form S-3 or any successor or similar  short-form
     registration statement) within a period of 90 days after the effective date
     of any other registration  statement  relating to any registration  request
     under this Section 4.2 or to any  registration  effected under Section 4.1,
     in either  case which was not  effected  on Form S-3 (or any  successor  or
     similar  short-form  registration  statement).  Nothing in this Section 4.2
     shall operate to limit the right of any Holder to request the  registration
     of Common Stock  issuable upon  conversion of the Notes or the  Convertible
     Preferred  Stock or the  conversion,  exchange  or  exercise  of any  other
     securities held by such Holder notwithstanding the fact that at the time of
     request  such  Holder  does not  hold  the  Common  Stock  underlying  such
     securities.

          (b)  REGISTRATION   STATEMENT  FORM.  The  Company  shall  select  the
registration  statement form for any registration  pursuant to this Section 4.2;
PROVIDED,  that if any registration requested pursuant to this Section 4.2 which
is  proposed  by the  Company to be  effected  by the  filing of a  registration
statement  on Form S-3 (or any  successor  or  similar  short-form  registration
statement) shall be in connection with an underwritten  public offering,  and if
the  managing  underwriter  shall  advise the  Company in writing  that,  in its
opinion,  the use of  another  form of  registration  statement  is of  material
importance  to the success of such  proposed  offering,  then such  registration
shall be effected on such other form.

          (c)  EXPENSES.  The  Company  will pay all  Registration  Expenses  in
connection with registrations of each class or series of Registrable  Securities
pursuant to this Section 4.2.

          (d)  EFFECTIVE   REGISTRATION   STATEMENT.  A  registration  requested
pursuant to this Section 4.2 will not be deemed to have been effected  unless it
has become effective and all of the Registrable Securities registered thereunder
have been sold.

          (e) SELECTION OF UNDERWRITERS. If a requested registration pursuant to
this Section 4.2 involves an underwritten  offering,  the investment  banker(s),
underwriter(s)  and  manager(s) for such  registration  shall be selected by the
Holders of a majority of the Registrable  Securities  which the Company has been
requested  to  register;  PROVIDED,  HOWEVER,  that such  investment  banker(s),
underwriter(s) and manager(s) shall be reasonably satisfactory to the Company.

          (f) PRIORITY IN REQUESTED  REGISTRATIONS.  If a requested registration
pursuant to this Section 4.2 involves an underwritten  offering and the managing
underwriter  advises the Company in writing that, in its opinion,  the number of
securities  to be included in such  registration  (including  securities  of the
Company which are not Registrable Securities) would be likely to have an adverse
effect on the price,  timing or  distribution of the securities to be offered in
such offering as  contemplated  by the Holders (an "ADVERSE  EFFECT"),  then the
Company shall include in such  registration  (a) FIRST,  100% of the Registrable
Securities requested to be included in such registration by the Demand Party and
all other Holders of Registrable Securities pursuant to this


<PAGE>

                                                                              15


Section 4.2 (to the extent that the managing  underwriter believes that all such
Registrable  Securities  can be sold in such offering  without having an Adverse
Effect; PROVIDED, that if they cannot and the Demand Party does not exercise its
right set forth in the second  succeeding  sentence  of this  clause  (f),  such
lesser  number of  Registrable  Securities as specified by the Demand Party) and
(B)  SECOND,  to  the  extent  the  managing   underwriter  believes  additional
securities  can be sold in the offering  without having an Adverse  Effect,  the
amount of Other  Securities  requested  to be included by Other  Holders in such
registration, allocated pro rata among all requesting Other Holders on the basis
of the  relative  amount of all Other  Securities  then held by each such  Other
Holder  (PROVIDED,  that any such  amount  thereby  allocated  to any such Other
Holder that exceeds such Other Holder's  request shall be reallocated  among the
remaining requesting Other Holders in like manner). In the event that the number
of  Registrable   Securities  and  Other  Securities  to  be  included  in  such
registration  is less than the number  which,  in the  opinion  of the  managing
underwriter,  can be sold  without  having an Adverse  Effect,  the  Company may
include in such  registration  the securities the Company proposes to sell up to
the number of securities that, in the opinion of such managing underwriter,  can
be sold without  having an Adverse  Effect.  If the managing  underwriter of any
underwritten  offering shall advise the Holders  participating in a registration
pursuant to this  Section  4.2 that the  Registrable  Securities  covered by the
registration  statement  cannot be sold in such  offering  within a price  range
acceptable  to the Demand  Party,  then the Demand Party shall have the right to
notify the Company that it has  determined  that the  registration  statement be
abandoned or  withdrawn,  in which event the Company  shall  abandon or withdraw
such registration statement.

          (g) POSTPONEMENTS IN REQUESTED REGISTRATIONS.  Notwithstanding Section
4.2(f),  (i) if the  Board  determines,  in its good  faith  judgment,  that the
registration and offering  otherwise  required by this Section 4.2 would have an
adverse effect on a then  contemplated  public offering of the Company's  Equity
Securities,  the Company may postpone the filing (but not the  preparation) of a
registration  statement required by this Section 4.2, during the period starting
with the 30th day immediately  preceding the date of the anticipated  filing of,
and ending on a date 60 days following the effective  date of, the  registration
statement  relating to such other public  offering and (ii) if the Company shall
at any time furnish to the Holders a  certificate  signed by its chairman of the
board,  chief  executive  officer,  president  or any  other  of its  authorized
officers  stating that the Company or any  Subsidiary of the Company has pending
or in process a material transaction, the disclosure of which would, in the good
faith  judgment of the Board,  after  consultation  with its outside  securities
counsel,  materially and adversely  affect the Company or such  Subsidiary,  the
Company may  postpone  the filing (but not the  preparation)  of a  registration
statement  required by this Section 4.2 for up to 90 days;  PROVIDED,  that, the
Company  shall at all times in good  faith use its  reasonable  best  efforts to
cause any  registration  statement  required by this  Section 4.2 to be filed as
soon as possible thereafter and; PROVIDED,  FURTHER, that, the Company shall not
be permitted to postpone  registration pursuant to this Section 4.2(g) more than
once in any  360-day  period.  The  Company  shall  promptly  give  the  Holders
requesting  registration  thereof pursuant to this Section 4.2 written notice of
any postponement made in accordance with the preceding sentence.  If the Company
gives the Holders  such a notice,  the Holders  shall have the right,  within 15
days after  receipt  thereof,  to withdraw  their  request in which  case,  such
request will not be counted for purposes of this Section 4.2.


<PAGE>

                                                                              16


          (h) ADDITIONAL  RIGHTS. If the Company at any time grants to any other
holders  of  capital  stock any  rights to  request  the  Company  to effect the
registration  under the  Securities  Act of any such shares of capital  stock on
terms more  favorable  to such  holders than the terms set forth in this Article
IV, the terms of this Article IV shall be deemed amended or  supplemented to the
extent necessary to provide the Holders such more favorable rights and benefits.
The Company shall  provide the Holders  prior written  notice of any such deemed
amendment or supplement to the terms of this Article IV.

          SECTION IV.3 REGISTRATION  PROCEDURES.  If and whenever the Company is
required to use its reasonable best efforts to effect or cause the  registration
of any  Registrable  Securities  under the  Securities  Act as  provided in this
Agreement, the Company will promptly:

          (a)  prepare  and,  in any event  within 45 days  after the end of the
     period within which a request for registration may be given to the Company,
     file with the SEC a registration statement with respect to such Registrable
     Securities and use its reasonable  best efforts to cause such  registration
     statement to become effective within 90 days of the initial filing;

          (b) prepare and file with the SEC such  amendments and  supplements to
     such registration  statement (including Exchange Act documents incorporated
     by reference into the  registration  statement) and the prospectus  used in
     connection  therewith  as  may  be  necessary  to  keep  such  registration
     statement  effective for a period not in excess of 180 days (or such longer
     period  as may be  requested  by  the  Holders  in  the  event  of a  shelf
     registration statement) and to comply with the provisions of the Securities
     Act and the Exchange Act with respect to the  disposition of all securities
     covered by such  registration  statement  during such period in  accordance
     with the intended  methods of disposition by the seller or sellers  thereof
     set forth in such registration  statement;  PROVIDED,  that before filing a
     registration  statement or  prospectus,  or any  amendments or  supplements
     thereto in accordance with Sections 4.3(a) or (b), the Company will furnish
     to counsel selected  pursuant to Section 4.8 hereof copies of all documents
     proposed to be filed, which documents will be subject to the review of such
     counsel;

          (c) furnish to each seller of such Registrable  Securities such number
     of  copies  of  such  registration  statement  and of  each  amendment  and
     supplement  thereto (in each case including all exhibits  filed  therewith,
     including any documents  incorporated by reference),  such number of copies
     of the prospectus included in such registration  statement  (including each
     preliminary  prospectus  and summary  prospectus),  in conformity  with the
     requirements of the Securities Act, and such other documents as such seller
     may  reasonably  request  in order to  facilitate  the  disposition  of the
     Registrable Securities by such seller;

          (d) use its  reasonable  best  efforts to  register  or  qualify  such
     Registrable  Securities  covered by such registration in such jurisdictions
     as each seller shall reasonably request,  and do any and all other acts and
     things which may be reasonably necessary or advisable to enable such seller
     to consummate the  disposition  in such  jurisdictions  of the  Registrable
     Securities owned by such seller,  except that the Company shall not for any
     such  purpose


<PAGE>

                                                                              17


     be required to qualify generally to do business as a foreign corporation in
     any jurisdiction where, but for the requirements of this subsection (d), it
     would not be obligated to be so qualified, to subject itself to taxation in
     any such  jurisdiction  or to consent to general  service of process in any
     such jurisdiction;

          (e)  use  its  reasonable  best  efforts  to  cause  such  Registrable
     Securities covered by such registration  statement to be registered with or
     approved by such other  governmental  authorities  as may be  necessary  to
     enable the seller or sellers  thereof to consummate the disposition of such
     Registrable Securities;

          (f) notify each seller of any such 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  Company's
     becoming aware that 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,  and at the request of any such seller,  prepare and furnish
     to such seller a reasonable  number of copies of an amended or supplemental
     prospectus  as may be necessary  so that,  as  thereafter  delivered to the
     purchasers  of such  Registrable  Securities,  such  prospectus  shall  not
     include an untrue  statement of a material fact or omit 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;

          (g) otherwise use its best efforts to comply with all applicable rules
     and regulations of the SEC, and make available to its security holders,  as
     soon as  reasonably  practicable  (but not more than 18  months)  after the
     effective date of the registration  statement,  an earnings statement which
     shall satisfy the provisions of Section 11(a) of the Securities Act;

          (h) (i) use its  reasonable  best  efforts  to list  such  Registrable
     Securities  on any  securities  exchange on which the Common  Stock is then
     listed if such Registrable Securities are not already so listed and if such
     listing is then permitted  under the rules of such  exchange;  and (ii) use
     its best  efforts  to  provide  a  transfer  agent and  registrar  for such
     Registrable  Securities  covered by such  registration  statement not later
     than the effective date of such registration statement;

          (i) enter into such customary  agreements  (including an  underwriting
     agreement in customary form), which may include indemnification  provisions
     in  favor  of  underwriters  and  other  Persons  in  addition  to,  or  in
     substitution for the provisions of Section 4.6 hereof,  and take such other
     actions as sellers of a majority of shares of such  Registrable  Securities
     or the underwriters,  if any, reasonably  requested in order to expedite or
     facilitate the disposition of such Registrable Securities;

          (j)  obtain a "cold  comfort"  letter or  letters  from the  Company's
     independent  public accounts in customary form and covering  matters of the
     type customarily covered by "cold


<PAGE>

                                                                              18


     comfort"  letters as the seller or sellers of a majority  of shares of such
     Registrable Securities shall reasonably request;

          (k) make  available for  inspection by any seller of such  Registrable
     Securities  covered  by such  registration  statement,  by any  underwriter
     participating   in  any  disposition  to  be  effected   pursuant  to  such
     registration  statement  and by any  attorney,  accountant  or other  agent
     retained  by  any  such  seller  or any  such  underwriter,  all  pertinent
     financial and other records,  pertinent  corporate documents and properties
     of the Company,  and cause all of the  Company's  officers,  directors  and
     employees  to  supply  all  information  reasonably  requested  by any such
     seller, underwriter,  attorney, accountant or agent in connection with such
     registration statement;

          (l) notify counsel  (selected  pursuant to Section 4.8 hereof) for the
     Holders of Registrable  Securities included in such registration  statement
     and the managing underwriter or agent, immediately,  and confirm the notice
     in  writing  (i) when the  registration  statement,  or any  post-effective
     amendment to the registration  statement,  shall have become effective,  or
     any supplement to the  prospectus or any amendment to the prospectus  shall
     have been filed, (ii) of the receipt of any comments from the SEC, (iii) of
     any  request  of the SEC to amend the  registration  statement  or amend or
     supplement the prospectus or for  additional  information,  and (iv) of the
     issuance by the SEC of any stop order  suspending the  effectiveness of the
     registration  statement or of any order preventing or suspending the use of
     any preliminary  prospectus,  or of the suspension of the  qualification of
     the registration statement for offering or sale in any jurisdiction,  or of
     the institution or threatening of any proceedings for any of such purposes;

          (m) make  reasonable  best efforts to prevent the issuance of any stop
     order suspending the effectiveness of the registration  statement or of any
     order  preventing or suspending the use of any preliminary  prospectus and,
     if any such order is issued,  to obtain the withdrawal of any such order as
     soon as practicable;

          (n) if requested by the managing underwriter or agent or any Holder of
     Registrable  Securities  covered by the  registration  statement,  promptly
     incorporate  in a prospectus  supplement or  post-effective  amendment such
     information as the managing  underwriter or agent or such Holder reasonably
     requests to be included therein,  including,  with respect to the number of
     Registrable  Securities  being sold by such Holder to such  underwriter  or
     agent,  the purchase price being paid therefor by such underwriter or agent
     and with  respect to any other  terms of the  underwritten  offering of the
     Registrable  Securities to be sold in such offering;  and make all required
     filings of such prospectus  supplement or post-effective  amendment as soon
     as  practicable  after being notified of the matters  incorporated  in such
     prospectus supplement or post-effective amendment;

          (o) cooperate  with the Holders of Registrable  Securities  covered by
     the registration  statement and the managing  underwriter or agent, if any,
     to facilitate  the timely  preparation  and delivery of  certificates  (not
     bearing any restrictive legends)  representing  securities to be sold under
     the registration statement, and enable such


<PAGE>

                                                                              19


     securities to be in such  denominations and registered in such names as the
     managing underwriter or agent, if any, or such Holders may request;

          (p) obtain for delivery to the Holders of Registrable Securities being
     registered  and to the  underwriter  or agent an opinion or  opinions  from
     counsel for the Company in customary form and in form,  substance and scope
     reasonably  satisfactory to such Holders,  underwriters or agents and their
     counsel;

          (q)  cooperate  with each seller of  Registrable  Securities  and each
     underwriter or agent  participating  in the disposition of such Registrable
     Securities  and their  respective  counsel in  connection  with any filings
     required to be made with the NASD;

          (r) use its  reasonable  best efforts to make  available the executive
     officers of the  Company to  participate  with the  Holders of  Registrable
     Securities  and any  underwriters  in any  "road  shows"  or other  selling
     efforts that may be reasonably  requested by the Holders in connection with
     the methods of distribution for the Registrable Securities; and

          (s) if at any time a shelf registration statement requested to be used
     by the  Holders  to  dispose  of the  Registrable  Securities  ceases to be
     effective,  use its  reasonable  best  efforts  to file and cause to become
     effective a new "evergreen" shelf registration  statement  providing for an
     offering to be made on a continuous basis of the Registrable Securities.

          SECTION IV.4 INFORMATION SUPPLIED. The Company may require each seller
of  Registrable  Securities as to which any  registration  is being  effected to
furnish the Company with such information regarding such seller and pertinent to
the disclosure requirements relating to the registration and the distribution of
such securities as the Company may from time to time reasonably request.

          SECTION IV.5  RESTRICTIONS  ON  DISPOSITION.  Each Holder agrees that,
upon receipt of any notice from the Company of the happening of any event of the
kind  described  in Section  4.3(f),  such  Holder  will  forthwith  discontinue
disposition of Registrable  Securities  pursuant to the  registration  statement
covering such  Registrable  Securities until such Holder's receipt of the copies
of the supplemented or amended prospectus  contemplated by Section 4.3(f),  and,
if so directed by the  Company,  such Holder will deliver to the Company (at the
Company's  expense) all copies,  other than  permanent  file copies then in such
Holder's  possession,  of the prospectus  covering such  Registrable  Securities
current at the time of receipt of such  notice.  In the event the Company  shall
give any such notice,  the period  mentioned in Section 4.3(b) shall be extended
by the  number of days  during  the period  from and  including  the date of the
giving of such notice  pursuant to Section  4.3(f) and to and including the date
when  each  seller  of  Registrable  Securities  covered  by  such  registration
statement  shall  have  received  the  copies  of the  supplemented  or  amended
prospectus contemplated by Section 4.3(f).

          SECTION IV.6 INDEMNIFICATION.  (a) In the event of any registration of
any  securities of the Company under the  Securities Act pursuant to Section 4.1
or 4.2, the Company shall, and it hereby does,  indemnify and hold harmless,  to
the extent permitted by law, the seller of


<PAGE>

                                                                              20


any  Registrable  Securities  covered  by  such  registration  statement,   each
Affiliate of such seller and their respective  directors,  officers,  members or
general and limited partners (and any director,  officer, and controlling Person
of any of the foregoing),  each Person who participates as an underwriter in the
offering or sale of such securities and each other Person,  if any, who controls
such seller or any such  underwriter  within the meaning of the  Securities  Act
(collectively,  the "INDEMNIFIED PARTIES"),  against any and all losses, claims,
damages  or  liabilities,  joint or  several,  actions or  proceedings  (whether
commenced or threatened) in respect thereof  ("CLAIMS") and expenses  (including
reasonable  attorney's fees and reasonable  expenses of  investigation) to which
such  Indemnified  Party may become subject under the Securities Act, common law
or otherwise,  insofar as such Claims or expenses arise out of, relate to or are
based upon (a) any untrue  statement or alleged untrue statement of any material
fact contained in any  registration  statement  under which such securities were
registered  under  the  Securities  Act,  any  preliminary,   final  or  summary
prospectus contained therein, or any amendment or supplement thereto, or (b) any
omission or alleged  omission to state  therein a material  fact  required to be
stated  therein or  necessary to make the  statements  therein (in the case of a
prospectus,  in light of the  circumstances  under  which  they  were  made) not
misleading;  PROVIDED,  that the Company shall not be liable to any  Indemnified
Party in any such case to the extent  that any such Claim or expense  arises out
of, relates to or is based upon any untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement or amendment
or supplement thereto or in any such preliminary, final or summary prospectus in
reliance  upon and in  conformity  with  written  information  furnished  to the
Company by or behalf of such seller  specifically  stating that it is for use in
the  preparation  thereof.  Such indemnity shall remain in full force and effect
regardless of any  investigation  made by or on behalf of any Indemnified  Party
and shall survive the transfer of securities by any seller.

          (b)  The  Company  may  require,  as  a  condition  to  including  any
Registrable  Securities in any  registration  statement filed in accordance with
Section 4.2 or 4.3 herein,  that the Company shall have received an  undertaking
reasonably  satisfactory to it from the prospective  seller of such  Registrable
Securities or any underwriter to indemnify and hold harmless (in the same manner
and to the same extent as set forth in Section 4.6(a)) the Company and all other
prospective sellers or any underwriter,  as the case may be, with respect to any
untrue  statement or alleged untrue statement in or omission or alleged omission
from such registration statement,  any preliminary,  final or summary prospectus
contained  therein,  or any  amendment  or  supplement  thereto,  if such untrue
statement or alleged untrue  statement or omission or alleged  omission was made
in reliance upon and in  conformity  with written  information  furnished to the
Company by or on behalf of such seller or underwriter  specifically stating that
it is for use in the preparation of such  registration  statement,  preliminary,
final  or  summary  prospectus  or  amendment  or  supplement,   or  a  document
incorporated by reference into any of the foregoing. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of
the  Company  or any of the  prospective  sellers,  or any of  their  respective
Affiliates,  directors,  officers or  controlling  Persons and shall survive the
transfer of  securities  by any seller.  In no event shall the  liability of any
selling Holder of Registrable Securities hereunder be greater in amount than the
dollar  amount of the  proceeds  received  by such  Holder  upon the sale of the
Registrable Securities giving rise to such indemnification obligation.


<PAGE>

                                                                              21


          (c)  Promptly  after  receipt by an  indemnified  party  hereunder  of
written notice of the  commencement  of any action or proceeding with respect to
which a claim for indemnification may be made pursuant to this Section 4.6, such
indemnified  party will, if a claim in respect  thereof is to be made against an
indemnifying  party,  give written notice to the latter of the  commencement  of
such action or proceeding;  PROVIDED,  that the failure of the indemnified party
to give notice as provided  herein shall not relieve the  indemnifying  party of
its obligations  under Section 4.6,  except to the extent that the  indemnifying
party is materially  prejudiced by such failure to give notice. In case any such
action or proceeding is brought  against an  indemnified  party,  unless in such
indemnified  party's  reasonable  judgment a conflict of interest  between  such
indemnified  and  indemnifying  parties  may exist in respect of such  action or
proceeding (in which case the  indemnified  party shall have the right to assume
or continue its own defense and the  indemnifying  party shall be liable for any
reasonable  expenses  therefor,  but in no event will bear the expenses for more
than one firm of counsel for all indemnified  parties in each  jurisdiction  who
shall  be  approved  by  the  majority  of  the  participating  Holders  in  the
registration  in  respect  of  which  such   indemnification  is  sought),   the
indemnifying  party will be entitled to participate in and to assume the defense
thereof (at its expense),  jointly with any other  indemnifying  party similarly
notified to the extent that it may wish, with counsel reasonably satisfactory to
such indemnified  party,  and after notice from the  indemnifying  party to such
indemnified  party  of its  election  so to  assume  the  defense  thereof,  the
indemnifying party will not be liable to such indemnified party for any legal or
other  expenses  subsequently  incurred  by the  latter in  connection  with the
defense thereof other than reasonable costs of  investigation  and shall have no
liability for any settlement made by the  indemnified  party without the consent
of the  indemnifying  party,  such consent not to be unreasonably  withheld.  No
indemnifying  party will settle any action or proceeding or consent to the entry
of any judgment  without the prior  written  consent of the  indemnified  party,
unless such settlement or judgment (i) includes as an unconditional term thereof
the giving by the claimant or plaintiff of a release to such  indemnified  party
from all  liability  in respect of such action or  proceeding  and (ii) does not
involve  the  imposition  of  equitable   remedies  or  the  imposition  of  any
obligations on such  indemnified  party and does not otherwise  adversely affect
such  indemnified  party,  other than as a result of the imposition of financial
obligations for which such indemnified party will be indemnified hereunder.

          (d) (i) If the  indemnification  provided for in this Section 4.6 from
the  indemnifying  party is  unavailable to an  indemnified  party  hereunder in
respect  of any Claim or  expenses  referred  to herein,  then the  indemnifying
party, in lieu of indemnifying such indemnified  party,  shall contribute to the
amount  paid or payable by such  indemnified  party as a result of such Claim or
expenses in such  proportion as is  appropriate to reflect the relative fault of
the  indemnifying  party and  indemnified  party in connection  with the actions
which  resulted  in such  Claim  or  expenses,  as well  as any  other  relevant
equitable  considerations.  The relative  fault of such  indemnifying  party and
indemnified  party shall be  determined  by reference  to,  among other  things,
whether any action in question, including any untrue or alleged untrue statement
of a material fact or omission or alleged omission to state a material fact, has
been made by, or relates to information  supplied by, such indemnifying party or
indemnified  party,  and the  parties'  relative  intent,  knowledge,  access to
information and  opportunity to correct or prevent such action.  The amount paid
or payable by a party  under  this  Section  4.6(d) as a result of the Claim and
expenses referred to above shall be


<PAGE>

                                                                              22


deemed to include  any legal or other fees or  expenses  reasonably  incurred by
such party in connection with any action or proceeding.

          (ii) The parties  hereto agree that it would not be just and equitable
if  contribution  pursuant to this Section  4.6(d) were  determined  by pro rata
allocation or by any other method of  allocation  which does not take account of
the equitable  considerations referred to in Section 4.6(d)(i). No Person guilty
of  fraudulent  misrepresentation  (within the  meaning of Section  11(f) of the
Securities  Act) shall be entitled to  contribution  from any Person who was not
guilty of such fraudulent misrepresentation.

          (e)  Indemnification  similar to that  specified  in this  Section 4.6
(with appropriate  modifications)  shall be given by the Company and each seller
of Registrable  Securities  with respect to any required  registration  or other
qualification  of securities  under any Law or with any  governmental  authority
other than as required by the Securities Act.

          (f) The  obligations of the parties under this Section 4.6 shall be in
addition to any liability which any party may otherwise have to any other party.

          SECTION IV.7 REQUIRED REPORTS. The Company covenants that it will file
the reports required to be filed by it under the Securities Act and the Exchange
Act (or, if the Company is not required to file such reports,  it will, upon the
request of any Holder,  make publicly available such  information),  and it will
take such further action as any Holder may reasonably request, all to the extent
required  from time to time to enable such Holder to sell shares of  Registrable
Securities  and Notes without  registration  under the Securities Act within the
limitation of the exemptions  provided by (a) Rule 144 under the Securities Act,
as such  Rule may be  amended  from  time to time,  or (b) any  similar  rule or
regulation  hereafter  adopted by the SEC.  Upon the request of any Holder,  the
Company  will  deliver to such Holder a written  statement  as to whether it has
complied with such requirements.

          SECTION IV.8 SELECTION OF COUNSEL. In connection with any registration
of Registrable  Securities  pursuant to Sections 4.1 and 4.2 hereof, the Holders
of a majority of the Registrable Securities covered by any such registration may
select one counsel to represent all Holders of Registrable Securities covered by
such  registration;  PROVIDED,  HOWEVER,  that in the  event  that  the  counsel
selected  as  provided  above  is also  acting  as  counsel  to the  Company  in
connection with such  registration,  the remaining  Holders shall be entitled to
select one additional counsel to represent all such remaining Holders.

          SECTION IV.9 HOLDBACK AGREEMENT.  If any registration  hereunder shall
be in connection with an underwritten public offering, each Holder agrees not to
effect any public sale or distribution,  including any sale pursuant to Rule 144
under the Securities Act, of any Equity Securities of the Company (in each case,
other than as part of such underwritten public offering), within 10 days before,
or subject to Section  4.2(g) in the case of a requested  registration  that has
been postponed  pursuant to clause (i) thereof,  180 days (or such lesser period
as the managing underwriters may require or permit) after, the effective date of
such registration (except as part of such registration),  and the Company hereby
also agrees to use its reasonable  best efforts to


<PAGE>

                                                                              23


have each other holder of any Equity Security of the Company  purchased from the
Company (at any time other than in a public offering) to so agree.

          SECTION IV.10 NO INCONSISTENT  AGREEMENTS.  The Company represents and
warrants  that it is not a party to, will not enter into, or cause or permit any
of its  Subsidiaries to enter into, any agreement which conflicts with or limits
or prohibits  the exercise of the rights  granted to the Holders of  Registrable
Securities in this Article IV.


                                    ARTICLE V
                             EQUITY PURCHASE RIGHTS

          SECTION V.1 SUBSIDIARY  PURCHASE RIGHTS. (a) The Company hereby grants
to the  Purchasers,  as  defined  in the  Securities  Purchase  Agreement  (such
Purchasers referred to in this Section 5.1 as the "PURCHASERS"),  an option (the
"TECHREPUBLIC  OPTION") to purchase up to 5.00% (as may be  allocated  among the
Purchasers  in  their   discretion)  of  the  fully  diluted  capital  stock  of
TechRepublic, Inc. ("TECHREPUBLIC") (after giving effect to all the transactions
contemplated  by the Agreement and Plan of  Reorganization  dated March 21, 2000
between  the  Company,   TechRepublic   and  the  other  parties   thereto  (the
"TECHREPUBLIC   Agreement"))  pursuant  to  the  general  terms  and  conditions
applicable to the Company set forth in the TechRepublic Agreement and at a price
which  values   TechRepublic  at  the  lesser  of  (a)  the  value  assigned  to
TechRepublic in connection with the Company's purchase, or (b) $90.0 million. In
the event TechRepublic issues to the Company any options, warrants,  convertible
securities or capital stock  subsequent to the  consummation of the transactions
contemplated by the TechRepublic Agreement, the Purchasers shall receive options
to  purchase  additional  shares  of  TechRepublic  capital  stock in an  amount
sufficient  to permit it to  maintain  its 5% stake of  TechRepublic  on a fully
diluted basis (giving effect to all options,  warrants or convertible securities
issued to the Company on an as  converted  basis) at an exercise  price equal to
(i) the per  share  price  received  by  TechRepublic  in  connection  with such
issuance  or (ii)  the per  share  exercise  price  or  conversion  price of the
options, warrants or convertible securities issued, as the case may be. Prior to
any contribution of assets (other than cash) by the Company to TechRepublic, the
Company shall notify the  Purchasers  and the Company and the  Purchasers  shall
negotiate in good faith to agree upon the value to the assets to be contributed.
The Company and the Purchasers  will use  reasonable  best efforts to enable the
Company to include TechRepublic in its consolidated group for federal income tax
purposes.

          (b) In the event that a  Purchaser  elects to  purchase  shares of the
capital stock of TechRepublic  during the term of this Article V, such Purchaser
shall give the Company  written  notice of such  election,  which  notice  shall
specify  the number of shares of capital  stock such  Purchaser  is  electing to
purchase, provided that the total number of shares of capital stock purchased by
all  Purchasers  shall not exceed 5.00% of the fully  diluted  capital  stock of
TechRepublic (after giving effect to all of the transactions contemplated by the
TechRepublic Agreement).


<PAGE>

                                                                              24


          (c) The Company  hereby grants to the  Purchasers the right (the "SPIN
Right";  together with the TechRepublic  Option, the "OPTION") to purchase up to
5.00% (as may be allocated  among the  Purchasers  in their  discretion)  of the
fully  diluted  common stock of any  Subsidiary  of the Company  whose shares of
common stock are (i) distributed to stockholders of the Company  ("SPUN-OFF") or
(ii) sold by the Company in a public offering  ("SPUN-OUT") at a per share price
equal  to (x)  80.0%  of the  initial  public  offering  price  in the case of a
spun-out  Subsidiary  and (y) 80.0% of the first day's closing price in the case
of a spun-off subsidiary.

          (d) In the  event  that  the  Company  effects  either a  spun-off  or
spun-out  subsidiary  transaction during the term of this Article V, the Company
shall  give  each  Purchaser  written  notice  of such  transaction  at least 30
business days prior to the consummation of the spin-off or spin-out, as the case
may be. If timely  notice has been  received,  on or prior to ten business  days
prior to the  consummation  of the spin-off or spin-out,  as the as may be, each
Purchaser  shall notify the Company in writing of the number of shares of common
stock, if any, such Purchaser is electing to purchase in such transaction  (each
a  "Response"),  provided  that the total  number  of  shares  of  common  stock
purchased by all Purchasers in each such  transaction  shall not exceed 5.00% of
the fully  diluted  common  stock of the  subject  subsidiary.  An election by a
Purchaser  to  purchase  shares  of  common  stock  shall  be  deemed  to  be an
irrevocable  commitment  from such Purchaser to purchase the number of shares of
common stock specified in such Purchaser's  Response.  If a Purchaser shall have
received  timely notice of a spin-off or spin-out,  as the case may be, and does
not  provide a Response  to the  Company on or prior to the tenth  business  day
prior to the consummation of the spin-off or spin-out,  as the case may be, such
Purchaser shall be deemed to have declined to purchase shares of common stock in
such transaction.

          SECTION V.2 ACQUISITION OF ADDITIONAL  SHARES OF COMMON STOCK. So long
as each of Silver  Lake's  nominees to the Board are elected to, and not removed
from, the Board,  each Investor  Securityholder  agrees that for so long as such
Investor  Securityholder  holds either Notes,  shares of  Convertible  Preferred
Stock or shares of Class A Common Stock, such Investor  Securityholder shall not
increase  his,  her or its  ownership  of  Common  Stock  or  Equity  Securities
exercisable or  exchangeable  for, or convertible  into,  shares of Common Stock
from the number of shares of Common Stock held by such  Investor  Securityholder
(on an as converted  basis) as of the date hereof,  except for any increase that
results solely from (i) any  adjustment to the  Conversion  Price (as defined in
the Notes) in accordance with the provisions of Section 4 of the Notes, (ii) any
adjustment  to  the  Adjustment   Number  (as  defined  in  the  Certificate  of
Designation)  in accordance  with Section 6(c) of the Certificate of Designation
or (iii) any stock  dividend,  stock  split,  reclassification,  combination  or
similar event.

                                   ARTICLE VI
                                CERTAIN COVENANTS

          SECTION VI.1 HSR APPROVAL. (a) The Company shall promptly make any and
all filings which it is required to make under the  Hart-Scott-Rodino  Antitrust
Improvements  Act of 1976, as amended (the "HSR ACT"),  for the sale or issuance
of the Notes,  the  Conversion  Shares (as  defined in the  Securities  Purchase
Agreement),  and the  Convertible  Preferred  Stock  and the  Company  agrees to
furnish  Silver  Lake or any  Transferee  with such  necessary  information


<PAGE>

                                                                              25


and  reasonable  assistance  as Silver  Lake or any  Transferee  may  reasonably
request  in  connection  with  its  preparation  of  any  necessary  filings  or
submissions to the Federal Trade Commission ("FTC") or the Antitrust Division of
the U.S. Department of Justice (the "ANTITRUST  DIVISION"),  including,  without
limitation,  any  filings  or  notices  necessary  under  the HSR Act.  Any such
actions,  if  necessary,  with  respect  to the  conversion  of the Notes or the
Convertible Preferred Stock into Conversion Shares shall be taken by the Company
three months prior to the first date on which Investor Securityholders are first
able to convert the Notes into shares of Class A Common  Stock and at such times
thereafter  as Silver  Lake or any  Transferee  shall  reasonably  request.  The
Company shall, at its own expense,  use all reasonable efforts to respond to any
request for  additional  information,  or other  formal or informal  request for
information,  witnesses  or  documents  which  may be made  by any  governmental
authority  pertaining  to the Company  with respect to the sale of the Notes and
the  issuance of the  Convertible  Preferred  Stock and shares of Class A Common
Stock issuable upon conversion of the Notes and the Convertible  Preferred Stock
and shall keep Silver Lake and any  relevant  Transferee  fully  apprised of its
actions with respect thereto.

          (b) Each of Silver Lake and any  relevant  Transferee  shall  promptly
make any and all  filings  which it is  required  to make under the HSR Act with
respect to the purchase or issuance of the Notes, the Conversion  Shares and the
Convertible  Preferred Stock and Silver Lake agrees (and any relevant Transferee
will  agree)  to  furnish  the  Company  with  such  necessary  information  and
reasonable  assistance as it may request in connection  with its  preparation of
any  necessary  filings or  submissions  to the FTC or the  Antitrust  Division,
including,  without  limitation,  any filings or notices necessary under the HSR
Act. Silver Lake and the relevant  Transferees shall, at their own expense,  use
all  reasonable  efforts to  respond  promptly  to any  request  for  additional
information,  or other formal or informal request for information,  witnesses or
documents which may be made by any governmental  authority  pertaining to Silver
Lake or the relevant Transferee, as case may be, with respect to the sale of the
Notes and the issuance of, the Convertible Preferred Stock and shares of Class A
Common Stock issuable upon conversion of the Notes and the Convertible Preferred
Stock and shall keep the Company  fully  apprised of its  actions  with  respect
thereto.

          (c) Each of the parties hereto shall use their commercially reasonable
efforts to give such  notices  and obtain  all other  authorizations,  consents,
orders and  approvals of all  governmental  authorities  and other third parties
that may be or become  necessary  for its  execution  and  delivery  of, and the
performance  of its  obligations  pursuant to this  Agreement and will cooperate
fully  with the other  parties  hereto in  promptly  seeking  to obtain all such
authorizations, consents, orders and approvals.

          (d)  The  Company   shall  pay  all   expenses  and  fees  payable  to
governmental  authorities  in  connection  with  filings  made  pursuant to this
Section 6.1.

          SECTION VI.2 CONVERTIBLE PREFERRED STOCK. In the event that any shares
of Convertible  Preferred  Stock are issued  pursuant to the terms of the Notes,
the Company  hereby agrees to use its  reasonable  best efforts (i) to eliminate
any and all  contractual,  legal or other  prohibitions  on the  ability  of the
Company  to  redeem  the  shares  of  Convertible   Preferred   Stock


<PAGE>

                                                                              26


for cash  consideration  in accordance with the provisions of the Certificate of
Designation;  (ii) to duly call,  give notice of,  convene and hold a meeting of
its  stockholders  for the  purpose  of  obtaining  the  Required  Company  Vote
necessary under the rules of the NYSE (or any successor  securities  exchange on
which the Common  Stock may then be listed) to approve the issuance of shares of
Class A Common  Stock upon the  conversion  of shares of  Convertible  Preferred
Stock (the "SHARE  ISSUANCE");  and (iii) to solicit  from  stockholders  of the
Company proxies in favor of the approval of the Share Issuance and to secure the
Required  Company  Vote;  and the Board  shall  recommend  approval of the Share
Issuance.

          SECTION VI.3 COMMON STOCK  REPURCHASES.  The Company hereby agrees not
to effect any  repurchases  or redemptions of shares of Common Stock at any time
at which the result of such  repurchases  or  redemptions  would be to cause the
shares of Class A Common  Stock held by the  Investor  Securityholders  on an as
converted basis to trigger a change of control provision  pursuant to the Credit
Agreement or any other material contract of the Company.


                                   ARTICLE VII
                                  MISCELLANEOUS

          SECTION  VII.1  SILVER LAKE  INDEMNIFICATION.  The  Company  agrees to
indemnify and hold harmless  Silver Lake, its respective  directors and officers
and its  Affiliates  (and the  directors,  officers,  partners,  Affiliates  and
controlling persons thereof,  each, a "SILVER LAKE INDEMNITEE") from and against
any and all liability,  including,  without limitation, all obligations,  costs,
fines,  claims,  actions,  injuries,  demands,  suits,  judgments,  proceedings,
investigations,  arbitrations (including stockholder claims, actions,  injuries,
demands,  suits,  judgments,  proceedings,  investigations  or arbitrations) and
expenses,  including,  without limitation,  accountant's and attorney's fees and
expenses  (together  the  "LOSSES"),  incurred  by Silver  Lake or a Silver Lake
Indemnitee  before  or after  the date of this  Agreement  and  arising  out of,
resulting  from,  or relating to (i) any third  party  claims  (other than third
party claims by an Affiliate,  partner,  director, officer or employee of Silver
Lake) in connection with (a) Silver Lake's purchase of the Equity Securities and
(b) the  transactions  contemplated by the Securities  Purchase  Agreement,  the
Notes and the  Securityholders  Agreement or (ii) any litigation to which Silver
Lake  or a  Silver  Lake  Indemnitee  is  made  a  party  in its  capacity  as a
stockholder or owner of securities (or a partner,  director,  officer, Affiliate
or  controlling  person of Silver  Lake) of the  Company  other  than any losses
incurred  by  Silver  Lake  as a  result  of its  gross  negligence  or  willful
misconduct.

          SECTION  VII.2  TERMINATION.  The  provisions  of  Article  II of this
Agreement  shall terminate as provided in Section 2.6. The provisions of Article
V of this Agreement shall terminate  simultaneously  with the termination of the
provisions of Article II of this Agreement. The provisions of Article IV of this
Agreement (other than Section 4.6 thereof) shall terminate at such time as there
shall be no Registrable  Securities  outstanding.  The provisions of Articles I,
III, VI and VII and Section 4.6 of this Agreement  shall not terminate.  Nothing
herein shall  relieve any party from any  liability for the breach of any of the
agreements set forth in this Agreement.

          SECTION VII.3  AMENDMENTS  AND WAIVERS.  Except as otherwise  provided
herein, no modification,  amendment or waiver of any provision of this Agreement
shall be


<PAGE>

                                                                              27


effective against the Company or any Holder unless such modification,  amendment
or waiver is approved in writing by the  Company,  Silver Lake (so long as it is
entitled  to its rights  under  Article II hereof) and those  Investor  Security
holders  who hold a majority  of the  outstanding  Class A Common  Stock and all
shares  of  Class  A  Common  Stock  issuable  (without  regard  to any  present
restrictions on such issuance) upon conversion of the Notes or Preferred  Stock.
The  failure of any party to enforce  any of the  provisions  of this  Agreement
shall in no way be construed as a waiver of such provisions and shall not affect
the right of such party  thereafter to enforce each and every  provision of this
Agreement in accordance with its terms.

          SECTION VII.4  SUCCESSORS,  ASSIGNS AND  TRANSFEREES.  This  Agreement
shall bind and inure to the benefit of and be  enforceable by the parties hereto
and their respective successors and permitted assigns. This Agreement may not be
assigned by any party hereto (except as described in the next sentence)  without
the prior written  consent of the other parties.  Silver Lake and its Affiliates
may assign their respective rights and obligations hereunder to any Affiliate or
Affiliates thereof and, subject to the Transfer  provisions herein, to any other
third party.

          SECTION VII.5  NOTICES.  All notices  required or permitted  hereunder
shall be in writing and shall be deemed  effectively  given:  (a) upon  personal
delivery  to the  party to be  notified;  (b) when  sent by  confirmed  telex or
facsimile if sent during normal business hours of the recipient, if not, then on
the next business day; (c) five (5) days after having been sent by registered or
certified  mail,  return  receipt  requested,  postage  prepaid;  or (d) one (1)
business  day after  deposit  with a nationally  recognized  overnight  courier,
specifying  next  day  delivery,  with  written  verification  of  receipt.  All
communications  shall be sent,  with respect to the Company and Silver Lake,  to
their respective addresses specified in the Securities Purchase Agreement (or at
such other  address as any such party may  specify  by like  notice)  and,  with
respect to any other Holder, to the address of such Holder as shown in the stock
record  books of the  Company  (or at such other  address as any such Holder may
specify to all of the above by like notice).

          SECTION  VII.6  FURTHER  ASSURANCES.  At any time or from time to time
after the date hereof,  the parties agree to cooperate  with each other,  and at
the request of any other party,  to execute and deliver any further  instruments
or  documents  and to take  all such  further  action  as the  other  party  may
reasonably  request in order to evidence or effectuate the  consummation  of the
transactions  contemplated  hereby and to otherwise  carry out the intent of the
parties hereunder.

          SECTION  VII.7 ENTIRE  AGREEMENT.  Except as otherwise  expressly  set
forth herein,  this document,  the Notes and the Stock Purchase Agreement embody
the complete  agreement and understanding  among the parties hereto with respect
to the subject matter hereof and supersede and preempt any prior understandings,
agreements or representations by or among the parties, written or oral, that may
have related to the subject matter hereof in any way.

          SECTION  VII.8  DELAYS OR  OMISSIONS.  It is  agreed  that no delay or
omission to exercise any right,  power or remedy accruing to any party, upon any
breach,  default or noncompliance  by another party under this Agreement,  shall
impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach, default or noncompliance, or any acquiescence therein, or of
or in any similar breach, default or noncompliance  thereafter


<PAGE>

                                                                              28


occurring.  It is further agreed that any waiver, permit, consent or approval of
any kind or character on the part of any party hereto of any breach,  default or
noncompliance  under this  Agreement  or any waiver on such  party's part of any
provisions  or  conditions  of this  Agreement,  must be in writing and shall be
effective  only to the  extent  specifically  set  forth  in such  writing.  All
remedies,  either under this  Agreement,  by law, or  otherwise  afforded to any
party, shall be cumulative and not alternative.

          SECTION VII.9 GOVERNING LAW; JURISDICTION;  WAIVER OF JURY TRIAL. This
Agreement  shall be  governed  in all  respects  by the laws of the State of New
York.  No suit,  action or  proceeding  with  respect to this  Agreement  may be
brought in any court or before any  similar  authority  other than in a court of
competent  jurisdiction  in the State of New York, and the parties hereto hereby
submit to the  exclusive  jurisdiction  of such  courts for the  purpose of such
suit,  proceeding or judgment.  The parties hereto hereby irrevocably waives any
right  which  they may have had to bring  such an  action  in any  other  court,
domestic or foreign,  or before any similar domestic or foreign authority.  Each
of the parties hereto hereby  irrevocably  and  unconditionally  waives trial by
jury in any legal action or proceeding in relation to this Agreement and for any
counterclaim therein.

          SECTION VII.10 SEVERABILITY. Whenever possible, each provision of this
Agreement shall be interpreted in such manner as to be effective and valid under
applicable  law, but if any  provision of this  Agreement is held to be invalid,
illegal or  unenforceable in any respect under any applicable law or rule in any
jurisdiction,  such invalidity,  illegality or unenforceability shall not affect
any other  provision  or any other  jurisdiction,  but this  Agreement  shall be
reformed,  construed  and  enforced  in such  jurisdiction  as if such  invalid,
illegal or unenforceable provision had never been contained herein.

          SECTION VII.11  EFFECTIVE DATE. This Agreement shall become  effective
immediately upon the Closing.

          SECTION VII.12 ENFORCEMENT.  Each party hereto acknowledges that money
damages  would not be an adequate  remedy in the event that any of the covenants
or agreements in this Agreement are not performed in accordance  with its terms,
and it is  therefore  agreed that in addition to and without  limiting any other
remedy or right it may have, the  non-breaching  party will have the right to an
injunction,  temporary  restraining order or other equitable relief in any court
of competent  jurisdiction  enjoining any such breach and enforcing specifically
the terms and provisions hereof.

          SECTION  VII.13 TITLES AND  SUBTITLES.  The titles of the sections and
subsections of this Agreement are for  convenience of reference only and are not
to be considered in construing this Agreement.

          SECTION  VII.14  NO  RECOURSE.  Notwithstanding  anything  that may be
expressed or implied in this  Agreement,  the Company and each Holder  covenant,
agree and acknowledge  that no recourse under this Agreement or any documents or
instruments delivered in connection with this Agreement shall be had against any
current or future  director,  officer,  employee,  general


<PAGE>

                                                                              29


or limited  partner or member of Silver  Lake or of any  Affiliate  or  assignee
thereof,  whether  by the  enforcement  of any  assessment  or by any  legal  or
equitable  proceeding,  or  by  virtue  of  any  statute,  regulation  or  other
applicable  law, it being  expressly  agreed and  acknowledged  that no personal
liability  whatsoever shall attach to, be imposed on or otherwise be incurred by
any current or future  officer,  agent or employee of Silver Lake or any current
or future  member of Silver  Lake or any  current or future  director,  officer,
employee,  partner  or member of Silver  Lake or of any  Affiliate  or  assignee
thereof,  as such for any  obligation of Silver Lake under this Agreement or any
documents or  instruments  delivered in connection  with this  Agreement for any
claim  based  on,  in  respect  of or by  reason  of such  obligations  or their
creation.

          SECTION VII.15 COUNTERPARTS;  FACSIMILE SIGNATURES. This Agreement may
be executed in any number of  counterparts,  each of which shall be an original,
but all of which together shall constitute one instrument. This Agreement may be
executed by facsimile signature(s).


<PAGE>


          IN  WITNESS   WHEREOF,   the   parties   hereto  have   executed   the
SECURITYHOLDERS  AGREEMENT  as of the date  set  forth  in the  first  paragraph
hereof.


                                 GARTNER GROUP, INC.



                                 BY:
                                      Name:
                                      Title:


<PAGE>


          IN  WITNESS   WHEREOF,   the   parties   hereto  have   executed   the
SECURITYHOLDERS  AGREEMENT  as of the date  set  forth  in the  first  paragraph
hereof.


                                 SILVER LAKE PARTNERS, L.P.
                                 By:  Silver Lake Technology Associates, L.L.C.,
                                      its general partner


                                      By:  _____________________________________
                                           Name:
                                           Title:


                                 SILVER LAKE INVESTORS, L.P.
                                 By:  Silver Lake Technology Associates, L.L.C.,
                                      its general partner


                                      By:  _____________________________________
                                           Name:
                                           Title:


                                 SILVER LAKE TECHNOLOGY INVESTORS, L.L.C.

                                 By:  __________________________________________
                                      Name:
                                      Title:


<PAGE>


          IN  WITNESS   WHEREOF,   the   parties   hereto  have   executed   the
SECURITYHOLDERS  AGREEMENT  as of the date  set  forth  in the  first  paragraph
hereof.


                                 INTEGRAL CAPITAL PARTNERS IV, L.P.
                                 By:  Integral Capital Management IV, LLC
                                      its general partner

                                      By:  _____________________________________
                                           Name:  Pamela K. Hagenah
                                           Title: a Manager


                                 INTEGRAL CAPITAL PARTNERS IV MS SIDE FUND, L.P.
                                 By:  Integral Capital Partners NBT, LLC
                                      its general partner

                                      By:  _____________________________________
                                           Name:  Pamela K. Hagenah
                                           Title: a Manager