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                          SECURITIES PURCHASE AGREEMENT


                                     BETWEEN

                              GARTNER GROUP, INC.,

                           SILVER LAKE PARTNERS, L.P.,

                          SILVER LAKE INVESTORS, L.P.,

                                       AND

                     SILVER LAKE TECHNOLOGY INVESTORS L.L.C.


                           DATED AS OF MARCH 21, 2000


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                                TABLE OF CONTENTS
                                                                            PAGE
ARTICLE I
AGREEMENT TO SELL AND PURCHASE.................................................1
     SECTION 1.1.  Authorization of Notes, Option and Shares...................1
     SECTION 1.2.  Sale and Purchase...........................................2
     SECTION 1.3.  Conversion Price and Announcement Reset.....................2

ARTICLE II
CLOSING, DELIVERY AND PAYMENT..................................................2
     SECTION 2.1.  Closing.....................................................2
     SECTION 2.2.  Delivery....................................................2

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY..................................3
     SECTION 3.1.  Organization, Good Standing and Qualification...............3
     SECTION 3.2.  Subsidiaries................................................3
     SECTION 3.3.  Capitalization; Voting Rights...............................4
     SECTION 3.4.  Authorization; Binding Obligations..........................5
     SECTION 3.5.  SEC Reports; Financial Statements...........................6
     SECTION 3.6.  Undisclosed Liabilities.....................................6
     SECTION 3.7.  Agreements; Action..........................................7
     SECTION 3.8.  Obligations to Related Parties..............................7
     SECTION 3.9.  Changes.....................................................8
     SECTION 3.10. Title to Properties and Assets; Liens, Condition, Etc.......8
     SECTION 3.11. Intellectual Property.......................................9
     SECTION 3.12. Compliance with Law; Other Instruments.....................10
     SECTION 3.13. Litigation.................................................11
     SECTION 3.14. Tax Matters................................................11
     SECTION 3.15. Employees..................................................12
     SECTION 3.16. Environmental and Safety Laws..............................12
     SECTION 3.17. Offering Valid.............................................13
     SECTION 3.18. Employee Benefit Plans.....................................13
     SECTION 3.19. Permits....................................................14
     SECTION 3.20. No Broker..................................................15
     SECTION 3.21. Disclosure.................................................15
     SECTION 3.22. Shareholder Vote...........................................15

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF THE PURCHASER...............................15
     SECTION 4.1.  Requisite Power and Authority..............................15
     SECTION 4.2.  Investment Representations.................................16
     SECTION 4.3.  Litigation.................................................16
     SECTION 4.4.  No Broker..................................................16
     SECTION 4.5.  Purchasers' Financing......................................16


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ARTICLE V
COVENANTS.....................................................................16
     SECTION 5.1.  Ordinary Course of Business................................17
     SECTION 5.2.  Access.....................................................18
     SECTION 5.3.  D&O Insurance..............................................18
     SECTION 5.4.  Use of Proceeds............................................18
     SECTION 5.5.  Efforts....................................................19
     SECTION 5.6.  Notification of Certain Matters............................19
     SECTION 5.7.  Reservation of Shares......................................19
     SECTION 5.8.  Confidentiality............................................19
     SECTION 5.9.  Operating Company..........................................19
     SECTION 5.10. Listing Shares on Another Exchange.........................19

ARTICLE VI
CONDITIONS TO CLOSING.........................................................20
     SECTION 6.1.  Conditions to Purchaser's Obligation to Purchase the
                     Notes and the Option.....................................20
     SECTION 6.2.  Conditions to Obligations of the Company...................22

ARTICLE VII
INDEMNIFICATION...............................................................22
     SECTION 7.1.  Survival of Representations and Warranties.................22
     SECTION 7.2.  Indemnification............................................23
     SECTION 7.3.  Indemnification Amounts....................................23
     SECTION 7.4.  Non-Exclusive Remedy.......................................24
     SECTION 7.5.  Certain Limitations........................................24

ARTICLE VIII
MISCELLANEOUS.................................................................24
     SECTION 8.1.  Other Definitions..........................................24
     SECTION 8.2.  Governing Law; Jurisdiction; Waiver of Jury Trial..........25
     SECTION 8.3.  No Shop....................................................25
     SECTION 8.4.  Expenses...................................................25
     SECTION 8.5.  Transaction Fee............................................25
     SECTION 8.6.  Successors and Assigns; Assignment.........................25
     SECTION 8.7.  Entire Agreement; Supersedes Prior Agreement...............26
     SECTION 8.8.  Severability...............................................26
     SECTION 8.9.  Amendment and Waiver.......................................26
     SECTION 8.10.  Delays or Omissions.......................................26
     SECTION 8.11.  Notices...................................................26
     SECTION 8.12.  Titles and Subtitles......................................27
     SECTION 8.13.  Termination...............................................27
     SECTION 8.14.  Counterparts; Execution by Facsimile Signature............28


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     Schedules

     Schedule 3.2(a)    Subsidiaries
     Schedule 3.2(b)    Investments
     Schedule 3.3(c)    Options and Other Related Rights
     Schedule 3.5(c)    Unaudited Financial Statements
     Schedule 3.6       Undisclosed Liabilities
     Schedule 3.7(a)    Contracts with Related Parties
     Schedule 3.7(b)    Contracts
     Schedule 3.7(c)    Breaches and Defaults
     Schedule 3.8       Obligations to Related Parties
     Schedule 3.9(b)    Mergers of Subsidiaries into the Company or other
                        Subsidiaries
     Schedule 3.9(c)    Actions Requiring Consent
     Schedule 3.9(d)    Transfers of Intellectual Property
     Schedule 3.11(a)   Intellectual Property
     Schedule 3.11(b)   Intellectual Property Reporting and Licensing
     Schedule 3.11(c)   Intellectual Property Invalidity/Infringement
     Schedule 3.13      Litigation
     Schedule 3.14(a)   Tax Matters
     Schedule 3.18(a)   Employee Benefit Plans
     Schedule 3.18(e)   Employee Benefit Plans--ERISA
     Schedule 3.20      Brokers
     Schedule 6.1(a)    Approvals
     Schedule 6.1(m)    Selected Employees

     Exhibits

     Exhibit A -- Form of Note
     Exhibit B -- Form of Securityholders Agreement
     Exhibit C -- Restated Certificate and Bylaws
     Exhibit D -- Form of Employee Agreement Waiver


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<PAGE>


                               GARTNER GROUP, INC.

                          SECURITIES PURCHASE AGREEMENT


          THIS SECURITIES  PURCHASE AGREEMENT (this "AGREEMENT") is entered into
as of March 21, 2000, between Gartner Group,  Inc., a Delaware  corporation (the
"COMPANY"),  and Silver Lake  Partners,  L.P.,  a Delaware  limited  partnership
("SILVER  LAKE"),  Silver Lake Investors L.P., a Delaware  limited  partnership,
Silver Lake Technology  Investors L.L.C., a Delaware limited liability  company,
and such  Affiliates (as defined  below) and limited and/or general  partners as
Silver Lake shall designate in accordance with Section 8.6 hereof (together with
Silver Lake, the "PURCHASERS").


                                    RECITALS

          WHEREAS,  the  Company  has  authorized  the sale and  issuance  of an
aggregate  principal  amount  of  $300,000,000  of  its  6%  Convertible  Junior
Subordinated  Promissory Notes Due 2005, in the form of Notes attached hereto as
Exhibit A (the  "NOTES"),  and the  Option (as  defined  in the  Securityholders
Agreement (as defined below));

          WHEREAS,  the Purchasers  desire to purchase the Notes and the Option,
on the terms and conditions set forth herein;

          WHEREAS,  the  Company  desires  to issue  and sell the  Notes and the
Option to the Purchasers on the terms and conditions set forth herein;

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


                                    ARTICLE I
                         AGREEMENT TO SELL AND PURCHASE

          SECTION I.1.  AUTHORIZATION OF NOTES,  OPTION AND SHARES.  The Company
has  authorized (i) the initial sale and issuance to the Purchasers of the Notes
and the  Option,  (ii) the  issuance of up to  19,442,664  shares of its Class A
Common Stock (as defined below) (the "CONVERSION SHARES"), to be issued upon the
conversion of the Notes and/or the conversion of the Preferred Stock (as defined
in the Letter  Agreement  dated the Closing  Date with  respect to the  possible
issuance of  Preferred  Stock (the  "LETTER  AGREEMENT")  as provided for in the
Notes and the Certificate of Designations (as defined in the Letter  Agreement),
together with all interest or dividends  thereon,  as the case may be, and (iii)
the  issuance of up to 2,000,000  shares of  Preferred  Stock to be issued under
certain  conditions  in the event of the  conversion of the Notes into shares of
Preferred Stock as provided for in the Letter Agreement.


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                                                                               2


          SECTION I.2.  SALE AND PURCHASE.  Subject to the terms and  conditions
hereof,  the Company hereby agrees to issue and sell to the Purchasers,  and the
Purchasers  agree to  purchase  from the  Company,  the Notes  for an  aggregate
purchase price of $299,000,000 and the Option for an aggregate purchase price of
$1,000,000,  (the aggregate purchase price of $300,000,000 herein referred to as
the "AGGREGATE PURCHASE PRICE").

          SECTION I.3.  CONVERSION PRICE AND ANNOUNCEMENT  RESET. The conversion
price at which  shares of Class A Common  Stock  shall be  deliverable  upon the
conversion  of the Notes shall  initially  be $15.87 (the  "CONVERSION  PRICE"),
provided  that if the average  trading price of the Class A Common Stock for the
three trading days  immediately  following  the date of this  Agreement is below
$12.73, the Conversion Price shall be immediately reset to $14.00. To the extent
not reflected in the adjustment  provisions in the Notes,  the Conversion  Price
shall be  adjusted  to reflect  any stock  splits,  cash or  noncash  dividends,
recapitalizations,     mergers,    combinations,    distributions,    issuances,
reclassifications,  exchanges,  substitutions or other similar  adjustments with
respect to the capital stock of the Company  subsequent  to the date hereof,  in
each case consistent with the adjustment  provisions  relating to the Conversion
Shares in the Notes.

                                   ARTICLE II
                          CLOSING, DELIVERY AND PAYMENT

          SECTION II.1. CLOSING. (a) The closing of the sale and purchase of the
Notes and the Option under this  Agreement (the  "CLOSING")  shall take place on
the business day immediately following  satisfaction or waiver of the conditions
set forth in Section 6, but no earlier  than April 11,  2000,  at the offices of
Simpson Thacher & Bartlett,  425 Lexington Avenue,  New York, New York 10017, or
at such other time or place as the Company and the Purchasers may mutually agree
(such date, the "CLOSING DATE").

          (b) Not  less  than  two  business  days  prior  to the  Closing,  the
Purchasers shall advise the Company in writing (the "ALLOCATION  NOTICE") of the
names in which to  register  the Notes to be  purchased  at the  Closing and the
aggregate  principal  amount of Notes to be purchased by each  Purchaser  (which
aggregate principal amount, when added together, shall equal $300,000,000).

          SECTION  II.2.  DELIVERY.  At the  Closing,  subject  to the terms and
conditions  hereof,  the Company  will  deliver to the  Purchasers  certificates
representing  the Notes to be purchased at such Closing in the names and amounts
set  forth in the  Allocation  Notice,  free and clear of any  Encumbrances  (as
defined  herein)  (other  than  those  placed  thereon  by or on  behalf  of the
Purchasers),  and  the  Purchasers  will  make  payment  to the  Company  of the
Aggregate  Purchase Price by wire transfer of immediately  available funds to an
account  designated  by the  Company  at least two  business  days  prior to the
Closing Date.


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                                                                               3


                                   ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company hereby  represents and warrants to the Purchasers,  except
as set forth in the SEC Reports  (as herein  defined)  or the  Schedules  to the
Letter  dated the date hereof  delivered  by the Company to the  Purchasers  and
designated the "Disclosure Letter" (the "DISCLOSURE LETTER"):

          SECTION III.1. ORGANIZATION, GOOD STANDING AND QUALIFICATION.  Each of
the Company and its  Subsidiaries  (as defined  below) is a corporation or other
entity duly organized,  validly  existing and in good standing under the laws of
the jurisdiction of incorporation or formation,  as the case may be, and has all
requisite  power and  authority  to own,  lease and operate its  properties  and
assets and to carry on its business as currently conducted.  The Company has all
requisite  corporate  power and authority to execute and deliver this Agreement,
the Notes and the  Securityholders  Agreement  in the form of Exhibit B attached
hereto  (the  "SECURITYHOLDERS   AGREEMENT"),  to  consummate  the  transactions
contemplated  hereby and thereby and to perform its  obligations  hereunder  and
thereunder.  Each of the Company and its  Subsidiaries  is duly qualified and is
authorized  to do business and is in good standing as a foreign  corporation  or
other  entity in all  jurisdictions  in which the  character  or location of its
activities  and  of  the   properties   owned  or  operated  by  it  makes  such
qualification necessary, except for such failures which would not be expected to
result in a Material Adverse Effect.  The Company has provided to the Purchasers
a complete and correct copy of the Restated  Certificate (as defined herein) and
the Bylaws (as defined herein), attached hereto as Exhibit C.

          SECTION III.2.  SUBSIDIARIES.  (a) As used herein,  "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. Schedule 3.2(a) to the Disclosure Letter accurately sets
forth each Subsidiary of the Company, including its name, place of incorporation
or formation, and if not wholly owned directly or indirectly by the Company, the
record  ownership as of the date of this Agreement of all capital stock or other
equity  interests  issued  thereby.  All shares of capital stock or other equity
interests of any  Subsidiary  directly or  indirectly  owned by the Company have
been duly authorized and validly issued,  are fully paid and  nonassessable  and
are  directly  or  indirectly  owned  by  the  Company  free  and  clear  of any
Encumbrance  and have not been  issued in  violation  of,  nor  subject  to, any
preemptive,  subscription  or other  similar  rights.  "ENCUMBRANCE"  means  any
security interest,  pledge,  mortgage, lien (statutory or other), charge, option
to purchase, lease or otherwise acquire any interest or any claim,  restriction,
covenant, title defect, hypothecation,  assignment, deposit arrangement or other
encumbrance of any kind or any preference,  priority or other security agreement
or preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement).

          (b) Except for the Subsidiaries and as set forth on Schedule 3.2(b) to
the Disclosure  Letter,  the Company does not own any capital stock,  membership
interests, security or other interest in any other Person (as defined in Section
8.1),  which  represents  more than 5% of


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                                                                               4


the issued and  outstanding  equity or ownership  interests of such Person,  and
except as set forth on Schedule  3.2(b) to the  Disclosure  Letter,  neither the
Company nor any of its Subsidiaries has any written,  or to the knowledge of the
Company,  oral  understanding  or  agreement  to  provide  funds to, or make any
investment (in the form of a loan,  capital  contribution  or otherwise) in, any
other Person.

          SECTION III.3.  CAPITALIZATION;  VOTING RIGHTS. (a) As of February 29,
2000, the capitalization of the Company consisted of the following:

          (i)  250,000,000  shares of Common Stock,  par value $0.0005 per share
     (the "COMMON STOCK"),  of which (A) 166,000,000 shares are designated Class
     A ("CLASS A COMMON STOCK") (1)  53,320,278  shares of which were issued and
     outstanding,  (2)  29,717,767  shares of which  were  reserved  for  future
     issuance to employees pursuant to outstanding stock options under the Stock
     Option  Plans (as  defined  below) and (3)  1,631,434  shares of which were
     reserved for future  issuance to employees  pursuant to the Employee  Stock
     Purchase  Program,  and (B)  84,000,000  are  designated  Class B ("CLASS B
     COMMON STOCK") (1) 33,692,616  shares of which were issued and outstanding,
     and (2) no shares of which were  reserved for future  issuance to employees
     pursuant to outstanding stock options under the Stock Option Plans; and

          (ii) 5,000,000  shares of preferred  stock,  par value $0.01 per share
     (the  "PREFERRED  SHARES")  none of which were issued and  outstanding,  of
     which (A) 166,000  shares are  designated as Series A Junior  Participating
     Preferred  Stock,  none of which are issued and  outstanding and (B) 84,000
     shares are  designated as Series B Junior  Participating  Preferred  Stock,
     none of which are issued and outstanding.

          Since February 29, 2000 no shares of Common Stock or Preferred  Shares
have been issued except for issuances under any Stock Option Plan and no options
have been granted other than pursuant to Stock Option Plans.

          (b) All issued and outstanding  shares of the Company's  capital stock
(a) have  been duly  authorized  and  validly  issued,  (b) are  fully  paid and
nonassessable,  (c) were  issued in  compliance  with all  applicable  state and
federal laws  concerning  the issuance of securities  and (d) were not issued in
violation  of, or subject  to, any  preemptive,  subscription  or other  similar
rights of any other Person.

          (c)  The  Company  has  delivered  to the  Purchasers  a  copy  of the
Company's (i) Long Term Incentive Plan, (ii) 1991 Stock Option Plan,  (iii) 1993
Director  Stock Option Plan,  (iv) Employee  Stock  Purchase Plan, (v) 1994 Long
Term Stock Option Plan,  (vi) 1998 Long Term Stock Option Plan,  (vii) 1996 Long
Term Stock  Option Plan,  (viii) 1999 Stock  Option  Plan,  and (ix) each option
agreement pursuant to which stock options have been granted outside of the plans
described  in  clauses  (i)  through  (viii)  above  (collectively  the  options
described in clauses (i) through (ix) are hereinafter  referred to as the "STOCK
OPTION PLANS").  Other than the 29,717,767 shares which were reserved for future
issuance to employees  pursuant to  outstanding  stock  options  plans under the
Stock Options Plans (as defined  below) (other than the Employee  Stock


<PAGE>

                                                                               5


Purchase  Program) and 1,631,434  shares which were reserved for future issuance
to employees pursuant to the Employee Stock Purchase Program,  the stock options
issued pursuant to the Stock Option Plans, and except as may be granted pursuant
to this Agreement or as set forth on Schedule  3.3(c) to the Disclosure  Letter,
there  are  no  outstanding  subscriptions,  options,  calls,  warrants,  rights
(including  conversion or preemptive rights and rights of first refusal),  proxy
or  stockholder  agreements,  or  agreements  of any  kind for the  purchase  or
acquisition  from  the  Company  or  any  of its  Subsidiaries  of any of  their
securities,  nor has the Company  taken or agreed to take any action to issue or
grant the same.  Except as described in this  Agreement or set forth on Schedule
3.3(c) to the Disclosure Letter, (x) there are no outstanding obligations of the
Company or any of its  Subsidiaries to repurchase,  redeem or otherwise  acquire
any securities of the Company or any voting or equity securities or interests of
any of its  Subsidiaries,  (y) there is no voting trust,  proxy,  stockholder or
other  agreements  or  understandings  to  which  the  Company  or  any  of  its
Subsidiaries  or, to the knowledge of the Company,  any of its stockholders is a
party or is bound with respect to the voting or transfer of the capital stock or
other voting  securities of the Company or any of its Subsidiaries and (z) there
are no other subscriptions,  options, calls, warrants or other rights (including
registration  rights,   whether  demand  or  piggyback   registration   rights),
agreements,  arrangements or commitments of any character relating to the issued
or unissued capital stock of the Company or any of its Subsidiaries to which the
Company or any of its  Subsidiaries is a party.  Except as set forth on Schedule
3.3(c)  to  the  Disclosure   Letter,   the  consummation  of  the  transactions
contemplated by this Agreement, the Notes and the Securityholders Agreement will
not trigger the anti-dilution provisions or other price adjustment mechanisms of
any outstanding subscriptions, options, calls, warrants, commitments, contracts,
preemptive rights, rights of first refusal, demands,  conversion rights or other
agreements or arrangements of any character or nature whatsoever under which the
Company is or may be obligated to issue or acquire  shares of any of its capital
stock.  The sale of the Notes is not and will not be subject  to any  preemptive
rights,  rights of first refusal,  subscription  or similar rights that have not
been properly waived.

          (d) The Notes and the Option  have been duly and  validly  authorized,
the Conversion  Shares and, in certain  circumstances,  the Preferred Stock into
which the Notes may be  convertible  have  been duly and  validly  reserved  for
issuance  and when the  Preferred  Stock,  are  issued  in  accordance  with the
provisions of this  Agreement,  the Notes and the  Certificate of  Designations,
such  shares  will  be  duly   authorized,   validly  issued,   fully  paid  and
nonassessable,   will  be  delivered  to  the  Purchasers  (or  their  permitted
transferees) free and clear of all Encumbrances (other than those placed thereon
by or on behalf of the Purchasers  (or their  permitted  transferees))  and will
have the  rights,  preferences,  privileges  and  restrictions  set forth in the
Certificate of Designations.

          SECTION  III.4.  AUTHORIZATION;  BINDING  OBLIGATIONS.  All  corporate
action on the part of the Company,  its  officers,  directors  and  stockholders
necessary for the execution  and delivery of this  Agreement,  the Notes and the
Securityholders  Agreement,  the consummation of the  transactions  contemplated
hereby  and  thereby  and the  performance  of all  obligations  of the  Company
hereunder and thereunder as of the Closing has been taken or will be taken prior
to the Closing,  other than (i) with  respect to the issuance of the  Conversion
Shares,  the  approval  of a majority  of the total votes cast by the holders of
Common  Stock as may be  required  under the


<PAGE>

                                                                               6


rules of a  securities  exchange on which any of the  Company's  securities  are
traded and (ii) the filing of the Certificate of Designations with the Secretary
of State of Delaware. This Agreement, the Notes and the Securityholder Agreement
have been or will be duly executed and delivered by the Company. This Agreement,
the Notes and the Securityholders Agreement (assuming due execution and delivery
by the Purchasers) will be legal,  valid and binding  obligations of the Company
enforceable against it in accordance with their terms, subject to the effects of
bankruptcy,  insolvency, fraudulent conveyance,  reorganization,  moratorium and
other similar laws relating to or affecting creditors' rights generally, general
equitable  principles  (whether  considered in a proceeding in equity or at law)
and an implied covenant of good faith and fair dealing.

          SECTION III.5. SEC REPORTS; FINANCIAL STATEMENTS.

          (a) The  Company  has  filed  with the U.S.  Securities  and  Exchange
Commission  (the  "SEC")  all  forms,  reports,   schedules,   proxy  statements
(collectively, and in each case including all exhibits and schedules thereto and
documents  incorporated  by reference  therein and  including  all  registration
statements and prospectuses  filed with the SEC, the "SEC REPORTS")  required to
be filed by the Company  with the SEC since  January 1, 1997.  As of its date of
filing,  each SEC Report complied in all material respects with the requirements
of the Securities  Exchange Act of 1934, as amended (the "EXCHANGE ACT"), or the
Securities  Act of 1933, as amended (the  "SECURITIES  ACT"),  and the rules and
regulations  promulgated  thereunder and none of such SEC Reports (including any
and all financial  statements  included therein) contained when filed or (except
to the extent revised or superseded by a subsequent filing with the SEC prior to
the date hereof)  contains any untrue statement of a material fact or omitted or
omits to state a material  fact  required to be stated  therein or  necessary to
make the statements made therein, in light of the circumstances under which they
were made, not misleading.

          (b) Each of the consolidated financial statements (including the notes
thereto)  included  in the SEC Reports  complied  as to form,  as of its date of
filing  with  the SEC,  in all  material  respects  with  applicable  accounting
requirements  and the published  rules and  regulations  of the SEC with respect
thereto, has been prepared in accordance with U.S. generally accepted accounting
principles  ("GAAP")  applied on a consistent  basis during the periods involved
(except  as may be  indicated  in the notes  thereto)  and fairly  presents  the
consolidated financial position of Company and its consolidated  Subsidiaries as
of the dates thereof and the  consolidated  results of their operations and cash
flows for the periods then ended,  subject (in the case of  unaudited  financial
statements) to normal year-end  adjustments and any other adjustments  described
therein or in the notes or schedules thereto or the absence of footnotes.

          (c) The unaudited balance sheet and the related unaudited statement of
income for the period  ended on  February  29,  2000,  copies of which have been
furnished  to the  Purchasers  and are  set  forth  on  Schedule  3.5(c)  to the
Disclosure  Letter,  present  fairly  in all  material  respects  the  financial
condition of the Company as of such date,  and the results of its operations for
the two-month  period then ended,  and were prepared on a basis  consistent with
the Company's  past practice,  subject to normal  year-end  adjustments  and the
absence of footnotes.  The unaudited  balance sheet also presents  fairly in all
material  respect the balance  sheet of the Company as of


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                                                                               7


February  29, 2000 on a pro forma  basis  giving  effect to the  issuance of the
Notes and the application of the proceeds thereof.


          SECTION  III.6.  UNDISCLOSED  LIABILITIES.  Except  as  set  forth  on
Schedule 3.6 to the  Disclosure  Letter and except for  liabilities  included or
reserved for in (i) the unaudited  consolidated  balance sheet of the Company as
of December 31, 1999 included in its Quarterly  Report on Form 10-Q (the "10-Q")
for the quarter  ended  December  31,  1999,  or (ii) the  audited  consolidated
balance  sheet of the Company as of  September  30, 1999  included in its Annual
Report on Form 10-K (the  "10-K") for the fiscal year ended  September  30, 1999
(the "BALANCE SHEET"),  as filed with the SEC, at December 31, 1999, neither the
Company nor any of its  Subsidiaries  had,  and since such date none of them has
incurred,   liabilities,   including  contingent   liabilities,   or  any  other
obligations  whatsoever  that are or could be material  (individually  or in the
aggregate) to the Company and its Subsidiaries, taken as a whole, except current
liabilities  incurred in the ordinary  course of business  consistent  with past
practice subsequent to December 31, 1999 not in excess of $5.0 million.

          SECTION III.7. AGREEMENTS; ACTION.

          (a) Except as set forth on Schedule 3.7(a) to the Disclosure Letter or
disclosed in the 10-K,  there are no contracts,  agreements,  understandings  or
proposed  transactions between the Company or any of its Subsidiaries and any of
its officers,  directors or Affiliates or any family member or Affiliate thereof
that would be required to be disclosed pursuant to Item 404 of Regulation S-K of
the SEC.

          (b) Attached hereto as Schedule  3.7(b) to the Disclosure  Letter is a
list  of (i)  all  "material  contracts"  within  the  meaning  of  Item  601 of
Regulation S-K of the SEC, (ii) all material contracts  concerning  Intellectual
Property  (as defined in Section  3.11) ("IP  CONTRACTS"),  (iii) all  contracts
restricting the Company or any of its Subsidiaries  from engaging in any line of
business or competing with any Person or in any geographical  area, and (iv) all
contracts  restricting  the  payments  of  dividends  or interest  upon,  or the
redemption or conversion  of, the Notes and the Preferred  Stock  (collectively,
the "Contracts").

          (c) Except as set forth on Schedule  3.7(c) to the Disclosure  Letter,
neither  the  Company  nor  any of its  Subsidiaries  is,  nor to the  Company's
knowledge is any other party to any Contract,  in material  default under, or in
material breach or material  violation of, any Contract and, to the knowledge of
the Company,  no event has occurred which,  with the giving of notice or passage
of time or both would  constitute a material default by the Company or any other
party under any Contract.  Other than Contracts which have terminated or expired
in  accordance  with their  terms,  each of the  Contracts  is in full force and
effect and (assuming due execution and delivery by the  counterparties  thereto)
is a legal, valid and binding obligation of the Company  enforceable against the
Company in  accordance  with its terms  (subject to the  effects of  bankruptcy,
insolvency, fraudulent conveyance, reorganization,  moratorium and other similar
laws relating to or affecting  creditors'  rights  generally,  general equitable
principles  (whether  considered  in a  proceeding  in  equity or at law) and an
implied covenant of good faith and fair dealing).


<PAGE>

                                                                               8


          SECTION III.8.  OBLIGATIONS TO RELATED PARTIES. Except as disclosed in
Schedule 3.8 to the Disclosure  Letter,  there are no obligations of the Company
or  any  of  its   Subsidiaries  to  their   respective   officers,   directors,
stockholders,  or employees or any family member or Affiliate thereof other than
(a)  for  payment  of  salary  for  services  rendered,  (b)  reimbursement  for
reasonable expenses incurred on behalf of the Company or one of its Subsidiaries
and (c) for other standard  employee  benefits made  generally  available to all
employees (including stock option agreements  outstanding under the Stock Option
Plans).  Except as set forth on Schedule 3.8 to the Disclosure  Letter,  neither
the Company nor any of its  Subsidiaries  is a guarantor  or  indemnitor  of any
indebtedness  of any other  Person.  Except as set forth on Schedule  3.8 to the
Disclosure Letter,  neither the Company nor any of its Subsidiaries is indebted,
directly  or  indirectly,  to any of their  respective  officers,  directors  or
stockholders  or to any  family  member  or  Affiliate  thereof,  in any  amount
whatsoever,  other than for normal travel advances or  reimbursement  for normal
business expenses;  and none of such officers,  directors or stockholders or any
family  member or  Affiliate  thereof is  indebted  to the Company or any of its
Subsidiaries.  Schedule 3.8 to the Disclosure Letter sets forth a description of
all  transactions  since  January 1, 1997,  between  the  Company and any of its
officers, directors and stockholders,  and their respective spouses and children
in which such persons had a direct or indirect  material  interest which are not
disclosed in the 10-K.

          SECTION  III.9.  CHANGES.  (a) Except as set forth in the SEC  Reports
filed and publicly available prior to the date hereof,  since December 31, 1999,
no event, change or circumstance has occurred which has had, or would reasonably
be expected to result in,  individually or in the aggregate,  a material adverse
effect on the business, operations,  properties, assets, liabilities,  financial
condition or results of operations of the Company and its Subsidiaries, taken as
a whole,  or on the ability of the parties  hereto to perform  their  respective
obligations under this Agreement,  the Notes and the  Securityholders  Agreement
and to consummate the transactions  contemplated hereby and thereby (a "MATERIAL
ADVERSE EFFECT").

          (b) Except as set forth in Schedule  3.9(b) to the  Disclosure  Letter
and except as set forth in the SEC Reports filed and publicly available prior to
the date hereof,  since December 31, 1999, the Company and its Subsidiaries have
carried on their  respective  businesses  only in the  ordinary and usual course
consistent with their past practices.

          (c) Except as disclosed on Schedule 3.9(c) to the Disclosure Letter or
in the SEC Reports filed and publicly available prior to the date hereof,  since
December 31,  1999,  the Company has not taken any action or omitted to take any
action  and  there  has not  occurred  any event  which,  if it had taken  place
following  the  date  hereof  and  prior to the  Closing,  would  not have  been
permitted  by Section 5.1 of this  Agreement  without  the prior  consent of the
Purchaser.

          (d) Except as disclosed on Schedule 3.9(d) to the Disclosure Letter or
in the SEC Reports filed and publicly available prior to the date hereof,  since
December  31,  1999,  the  Company  has not  engaged  in any  sale,  assignment,
disposition,  conveyance,  abandonment,  transfer or  license,  and no event has
occurred causing the  invalidation or cancellation,  in whole or


<PAGE>

                                                                               9


in part,  of the  Intellectual  Property  other than in the  ordinary  course of
business consistent with past practice.

          SECTION III.10. TITLE TO PROPERTIES AND ASSETS; LIENS, CONDITION, ETC.
The Company and each of its Subsidiaries have good and marketable title to their
respective  properties and assets, and good title to their respective  leasehold
estates, in each case subject to no Encumbrance,  other than (i) liens permitted
by the Credit  Agreement  dated as of July 16,  1999 among the  Company  and the
other  parties  thereto (as  amended,  the "CREDIT  AGREEMENT"),  (ii) liens for
current taxes not yet due and payable,  (iii) possible minor  Encumbrances which
do not in any case  materially  detract from the value of the  property  subject
thereto or materially impair the operations of the Company and its Subsidiaries,
and which have not arisen other than in the ordinary course of business and (iv)
Encumbrances  relating  to vendor  or  installation  purchases,  so long as such
Encumbrances extend only to the properties or other assets whose purchase was so
financed (collectively  "PERMITTED  ENCUMBRANCES").  The Company and each of its
Subsidiaries  are in compliance  with all material  terms of each lease to which
they are a party or are otherwise bound.  All properties,  equipment and systems
of the  Company  and its  Subsidiaries  are in good  repair,  working  order and
condition and are in compliance with all applicable  standards and rules imposed
(a) by any governmental agency or authority in which such properties,  equipment
and systems are located, and (b) under any agreements with customers, except for
such  failures  which  would not be  expected  to result in a  Material  Adverse
Effect.

          SECTION III.11.  INTELLECTUAL  PROPERTY.  (a) Schedule  3.11(a) to the
Disclosure  Letter  contains a complete and accurate list of all patents  owned,
held or used by the Company or any of its Subsidiaries and all  registrations or
applications related thereto.

          (b) Except as set forth on Schedule 3.11(b) to the Disclosure  Letter,
the  Company  and  its  Subsidiaries  have  (i)  to  the  extent  necessary  and
reasonable, recorded their current interests in, and status with respect to, all
Company  IP  (and  all   Encumbrances   related  thereto)  with  all  applicable
governmental authorities;  and (ii) not granted to any third party, by way of IP
Contract or  otherwise,  any right or interest in any Company IP,  except in the
ordinary course of business consistent with past practice.

          (c) Except as set forth on Schedule 3.11(c) to the Disclosure  Letter,
(i) the Company and its  Subsidiaries own or have the valid right to use all the
Intellectual  Property  necessary or desirable to conduct  their  businesses  as
currently conducted and consistent with past practice, free of all Encumbrances,
except for those which  would not be  expected  to result in a Material  Adverse
Effect; (ii) all of the Company IP is valid,  enforceable and unexpired, has not
been abandoned,  and to the Company's  knowledge,  does not infringe,  impair or
make  unauthorized use of ("INFRINGE")  the  Intellectual  Property of any third
party and is not being  Infringed  by any  third  party,  except as would not be
expected  to  result  in a  Material  Adverse  Effect;  (iii) no Order or claim,
action, suit, audit,  assessment,  arbitration or inquiry, or any proceeding or,
to  the  Company's  knowledge,  investigation,  by or  before  any  governmental
authority  (an  "ACTION")  is  outstanding  or  pending,  or  to  the  Company's
knowledge,  threatened or imminent, that would limit or challenge the ownership,
use, value,  validity or  enforceability of any Company IP; (iv) the Company and
its  Subsidiaries  have taken all  necessary  and  reasonable  steps


<PAGE>

                                                                              10


to protect,  maintain and safeguard the value,  validity and their  ownership of
the Company IP, including  without  limitation any confidential  Company IP, and
have  taken  all  actions,  made all  filings,  paid all fees and  executed  all
agreements  that are  appropriate in connection  with the foregoing;  (v) to the
Company's  knowledge,  no  employee  of it or any of its  Subsidiaries  has,  in
connection  with its  provision of services  thereto,  breached any  third-party
contract  with  respect to  Intellectual  Property;  (vi) the  operation  of the
Company and its Subsidiaries'  businesses does not use any Intellectual Property
owned by any of its employees, except for same that has been assigned in writing
to the Company;  and (vii) the Company and its  Subsidiaries own exclusively all
of the  Intellectual  Property  listed on  Schedule  3.11(a)  to the  Disclosure
Letter, free of any claim by any third parties,  including any current or former
employees or independent contractors;  and (viii) with respect to any patents or
patent  applications  listed on Schedule 3.11(a) to the Disclosure  Letter,  the
Company and its Subsidiaries have the right to obtain a corresponding  patent in
all other  countries  in which  they  currently  do  business  or  propose to do
business in the foreseeable future, except as would not be expected to result in
a  Material   Adverse  Effect.   For  purposes  of  this  Agreement,   the  term
"INTELLECTUAL  PROPERTY"  means  all U.S.  and  foreign  intellectual  property,
including without limitation (i) patents,  inventions,  discoveries,  processes,
designs,  techniques,   developments,   technology,  and  related  improvements,
know-how and show-how,  whether or not patented or patentable;  (ii)  copyrights
and works of authorship in any media,  including  computer  hardware,  software,
applications,  systems,  networks,  databases,  documentation  and Internet site
content;  (iii) trademarks,  service marks, trade names, brand names,  corporate
names,  domain  names,  logos and trade  dress;  (iv) trade  secrets,  drawings,
blueprints  and  all  non-public,   confidential  or  proprietary   information,
documents or materials;  and (v) all registrations,  applications and recordings
related thereto. For purposes of this Agreement, the term "COMPANY IP" means all
Intellectual  Property  owned,  held  or  used  by  the  Company  or  any of its
Subsidiaries.

          SECTION III.12.  COMPLIANCE WITH LAW; OTHER  INSTRUMENTS.  Neither the
Company  nor any of its  Subsidiaries  is in  violation  or  default  of (i) the
Company's Restated Certificate of Incorporation (the "Restated  Certificate") or
its Bylaws, as amended (the "BYLAWS"), or the organizational documents of any of
its Subsidiaries or (ii) of any judicial or administrative  judgment,  decision,
decree, order, settlement, injunction, writ, stipulation, determination or award
(each, an "ORDER") or any statute,  law, ordinance,  rule or regulation (each, a
"LAW") and has received no notice of, and to the  knowledge  of the Company,  no
investigation  or  review  is in  process  or  threatened  by  any  governmental
authority  with respect to, any  violation or alleged  violation of any Order or
Law except,  in the case of any Order or Law,  where such  violation  or default
would not, in the  aggregate,  have a Material  Adverse  Effect.  The execution,
delivery and  performance of this Agreement,  the Notes and the  Securityholders
Agreement,  and the  consummation of the  transactions  contemplated  hereby and
thereby,  including,  but not limited to, the issuance of the Conversion  Shares
and,  if  necessary,  the  Preferred  Stock,  will  not  result  in (a)  (i) any
violation,  or be in  conflict  with or  constitute  a default  (with or without
notice or lapse of time or both) under the Restated Certificate or Bylaws or the
organizational  documents  of  any  of  the  Company's  Subsidiaries,  (ii)  any
violation,  or be in  conflict  with or  constitute  a default  (with or without
notice or lapse of time or both) under,  any term or provision  of, or any right
of termination, cancellation or acceleration arising under any Contract or cause
any  liabilities or additional  fees to be due thereunder or (iii) any violation
under any Order or Law applicable to


<PAGE>

                                                                              11


the Company or any of its Subsidiaries, its business or operations or any of its
assets or properties or (b) the imposition of any Encumbrance on the business or
material properties or assets of the Company or any of its Subsidiaries. None of
the execution and delivery of this Agreement,  the Notes and the Securityholders
Agreement, the consummation of the transactions  contemplated hereby and thereby
or the  performance of the  obligations of the Company  hereunder and thereunder
will result in the suspension,  revocation, impairment, forfeiture or nonrenewal
of any  Permit  applicable  to the  Company  or any of its  Subsidiaries,  their
businesses or operations or any of their assets or properties.  "PERMITS"  means
all   licenses,   permits,   orders,   consents,    approvals,    registrations,
authorizations,  qualifications  and filings with and under all federal,  state,
local or foreign  laws and  governmental  authorities  and all industry or other
non-governmental self-regulatory organizations.

          SECTION  III.13.  LITIGATION.  Except as set forth on Schedule 3.13 to
the  Disclosure  Letter,  there  is  no  Action  pending,  or to  the  Company's
knowledge,  currently  threatened against the Company or any of its Subsidiaries
(including  with  respect to any  Company  Plan,  as defined  below)  which,  if
adversely  determined,  would,  individually or in the aggregate,  reasonably be
expected to have a Material  Adverse  Effect.  The foregoing  includes,  without
limitation,  Actions  pending or threatened  (or any basis therefor known to the
Company)  involving  the prior  employment of any of the Company's or any of its
Subsidiaries'  employees,  their use in connection  with the Company's or any of
its Subsidiaries'  business of any Intellectual  Property rights of their former
employers,  or their  obligations  under any  agreements  with prior  employers.
Neither  the Company  nor any of its  Subsidiaries  is a party or subject to the
provisions  of any Order of any  court or  governmental  authority.  There is no
Action by the Company or any of its Subsidiaries  currently pending or which the
Company or any of its Subsidiaries intends to initiate.

          SECTION III.14. TAX MATTERS.

          (a) Except as set forth on Schedule 3.14(a) to the Disclosure  Letter,
(i) all material Tax Returns (as defined below) that are required to be filed by
or with respect to the Company and its Subsidiaries  have been duly filed,  (ii)
all material  Taxes (as defined below) of the Company and its  Subsidiaries  due
and payable,  whether or not shown on the Tax Returns referred to in clause (i),
have been paid in full,  (iii) the Tax  Returns  referred  to in clause (i) have
been audited by the Internal Revenue Service or the appropriate  state, local or
foreign taxing authority or the period for assessment of the Taxes in respect of
which such Tax Returns were required to be filed has expired,  (iv) all material
deficiencies  asserted or assessments made as a result of such examinations have
been paid in full, (v) no material  issues that have been raised by the relevant
taxing  authority in connection  with the  examination of any of the Tax Returns
referred to in clause (i) are currently  pending,  (vi) no waiver of statutes of
limitation  have been  given by or  requested  with  respect to any Taxes of the
Company or its Subsidiaries,  (vii) there are no liens for Taxes on any asset of
the Company or any of its Subsidiaries  other than for current Taxes not yet due
and payable,  or if due, (A) not delinquent or (B) being contested in good faith
by  appropriate  proceedings,  (viii) no consent has been filed  relating to the
Company or any of its  Subsidiaries  pursuant to Section  341(f) of the Internal
Revenue Code of 1986, as amended (the "CODE"),  (ix) neither the Company nor any
Subsidiary has any current material liability, or has knowledge of any events or
circumstances  which could  result in any material  liability,  for Taxes of any
person


<PAGE>

                                                                              12


(other than the  Company and its  Subsidiaries)  (A) under  Treasury  Regulation
Section 1.1502-6 (or any similar provision of state,  local or foreign law), (B)
as a transferee  or  successor,  (C) by contract or (D)  otherwise,  (x) the IRS
Ruling  and  IRS  Supplemental   Ruling  (as  such  terms  are  defined  in  the
Distribution  Agreement  referred  to below)  issued to IMS Health  Incorporated
("IMS")  are in effect and have not been  revoked  and there is no basis for any
claim for  indemnification  against the Company under Sections 2.7 or 3.1 of the
Distribution Agreement between IMS and the Company dated June 17, 1999, (xi) the
Company's  methods of tax  accounting  are correct in all material  respects and
(xii)  the  transfer  pricing   methodologies   used  by  the  Company  and  its
Subsidiaries are correct in all material respects.

          (b) For  purposes of this  Agreement,  the term (i) "TAXES"  means all
taxes,  charges,  fees,  levies,  penalties or other assessments  imposed by any
United States federal, state, local or foreign taxing authority,  including, but
not limited to, income, excise,  property,  sales and use, transfer,  franchise,
payroll,  withholding,  social security or other taxes,  including any interest,
penalties or additions  attributable  thereto,  and (ii) "TAX RETURN"  means any
return,  report,  information return or other document (including any related or
supporting  information) filed or required to be filed with any taxing authority
with respect to Taxes.

          SECTION  III.15.  EMPLOYEES.  Neither  the  Company  nor  any  of  its
Subsidiaries has any collective bargaining agreements with any of its employees.
There is no labor union organizing  activity pending or, to the knowledge of the
Company or any of its  Subsidiaries,  threatened  with respect to the Company or
any of its  Subsidiaries.  Neither the Company  nor any of its  Subsidiaries  is
aware that any  officer  or key  employee,  or that any group of key  employees,
intends  to  terminate  their   employment  with  the  Company  or  any  of  its
Subsidiaries,  nor does the  Company or any of its  Subsidiaries  have a present
intention to terminate the  employment of any officer,  key employee or group of
key  employees.  To the knowledge of the Company,  no employee of the Company or
its  Subsidiaries  is bound by any  contract,  agreement or covenant  that would
interfere or conflict with or restrict in any way its full provision of services
thereto, including any of the foregoing relating to trade secrets,  confidential
information or other Intellectual Property.

          SECTION III.16. ENVIRONMENTAL AND SAFETY LAWS.

          (a)  Neither the  Company  nor any of its  Subsidiaries  has failed to
comply  in any  respect  with any  Environmental  Laws,  except  as would not be
expected to have a Material Adverse Effect.

          (b) Neither the Company nor any of its  Subsidiaries  has Released (as
defined  below),  generated or disposed of any  Hazardous  Substance (as defined
below)  in a manner  which  could  reasonably  be  expected  to give rise to any
liability under or relating to any Environmental Laws (as defined below), except
as would not be expected to have a Material Adverse Effect.

          (c) There is no claim under or relating to Environmental  Laws pending
or, to the  knowledge of the Company,  threatened  against the Company or any of
its  Subsidiaries  or, to the  knowledge of the Company,  pending or  threatened
against any other Person whose liability for


<PAGE>

                                                                              13


any  environmental  claim the Company or any of its Subsidiaries has retained or
assumed  either  contractually  or by operation  of law,  except as would not be
expected to have a Material  Adverse  Effect.  Except as would not reasonably be
expected  to  give  rise  to a  material  liability  under  or  relating  to any
Environmental  Laws, no real property  currently or formerly owned,  operated or
leased  by the  Company  or any of its  Subsidiaries  has been  impacted  by any
Release or threatened Release of any Hazardous Substance.

          (d) For purposes of this Agreement,  the term (i) "ENVIRONMENTAL LAWS"
means all applicable federal,  foreign, state, local or municipal Laws or Orders
or other legally binding requirements relating to pollution or the protection of
human  health  or  the   environment,   including,   without   limitation,   the
Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.,
Section 9601,  et seq., as amended  ("CERCLA"),  the Resource  Conservation  and
Recovery Act, 42 U.S.C. Section 6901, et seq., as amended, the Clean Air Act, 42
U.S.C.  Section 7401 et seq., as amended, the Clean Water Act, 33 U.S.C. Section
et seq., the Toxic  Substance  Control Act, 15 U.S.C.  Section 2601 et seq., and
the  Occupational  Safety and Health Act, 29 U.S.C.  Section 651, et seq.;  (ii)
"HAZARDOUS  SUBSTANCES"  means  any  pollutant,  contaminant,  toxic  substance,
hazardous  waste,  hazardous  material,  or  hazardous  substance,  or any  oil,
petroleum  or  petroleum  product,  each as defined or listed in, or  classified
pursuant to, any  Environmental  Laws or any other substance or force that could
result in liability under any Environmental  Laws; and (III) "RELEASE" means any
spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping,  leaching,  dumping or disposing (including,  without limitation,  the
abandonment or discarding of barrels, containers and other receptacles).

          SECTION  III.17.   OFFERING  VALID.   Assuming  the  accuracy  of  the
representations  and  warranties  of the  Purchasers  contained  in Section  4.2
hereof, the offer, sale and issuance of the Notes and the Option, the conversion
of the Notes into the Conversion  Shares or the Preferred Stock, as the case may
be, and the  conversion  of the  Preferred  Stock into  shares of Class A Common
Stock will be exempt from the  registration  requirements  of the Securities Act
and will have been registered or qualified (or are exempt from  registration and
qualification) under the registration,  permit or qualification  requirements of
all applicable state securities laws.

          SECTION III.18. EMPLOYEE BENEFIT PLANS.

          (a)  Schedule  3.18(a) to the  Disclosure  Letter  contains a true and
complete  list of each  "employee  benefit  plan" (within the meaning of Section
3(3)  of the  Employee  Retirement  Income  Security  Act of  1974,  as  amended
("ERISA")),    stock   purchase,    stock   option,    severance,    employment,
change-in-control,  fringe benefit, bonus, incentive,  deferred compensation and
all other  employee  benefit  plans,  agreements,  programs,  policies  or other
arrangements,  whether or not  subject to ERISA,  under  which any  employee  or
former  employee  of the Company or its  Subsidiaries  has any present or future
right to  benefits  and under  which the  Company  or its  Subsidiaries  has any
present of future liability. All such plans, agreements,  programs, policies and
arrangements shall be collectively referred to as the "COMPANY PLAN".

          (b) With respect to each Company  Plan,  the Company has  delivered to
the  Purchasers  to the extent  requested a current,  accurate and complete copy
(or, to the extent no such copy exists, an


<PAGE>

                                                                              14


accurate  description)  thereof and, to the extent  applicable:  (i) any related
trust agreement or other funding instrument;  (ii) the most recent determination
letter,  if applicable;  (iii) any summary plan  description  and other material
written  communications  (or a description  of any oral  communications)  by the
Company or any of its  Subsidiaries to their employees  concerning the extent of
the  benefits  provided  under a Company  Plan and (iv) for the two most  recent
years  (A)  the  Form  5500  and  attached  schedules,   (B)  audited  financial
statements,  (C) actuarial  valuation reports and (D) attorney's  response to an
auditor's request for information.

          (c) (i) Each Company Plan has been  established  and  administered  in
accordance with its terms, in all material respects,  and in material compliance
with the applicable  provisions of ERISA,  the Code and other  applicable  laws,
rules and  regulations and neither the Company nor any of its  Subsidiaries  has
incurred any material tax, fine,  lien,  penalty or other  liability  imposed by
ERISA, the Code or other applicable law, rule and regulations; (ii) each Company
Plan which is intended to be qualified within the meaning of Code section 401(a)
is so qualified  and has received a favorable  determination  letter and nothing
has  occurred,  whether by action or failure to act,  that could  reasonably  be
expected to cause the loss of such  qualification;  (iii) no event has  occurred
and  no  condition  exists  that  would  subject  the  Company  or  any  of  its
Subsidiaries,  either directly or by reason of their affiliation with any member
of their "CONTROLLED  GROUP" (defined as any organization which is a member of a
controlled  group of  organizations  within the meaning of Code sections 414(b),
(c), (m) or (o)), to any tax, fine, lien,  penalty or other liability imposed by
ERISA, the Code or other applicable laws, rules and regulations; (iv) no Company
Plan provides  retiree  welfare  benefits and neither the Company nor any of its
Subsidiaries  have any obligation to provide any retiree welfare  benefits other
than as required by Section  4980B of the Code;  and (v) neither the Company nor
any member of its  Controlled  Group has engaged in, or is a successor or parent
corporation  to an  entity  that has  engaged  in, a  transaction  described  in
Sections 4069 or 4212(c) of ERISA.

          (d) No  Company  Plan is (i)  subject  to  Title IV of ERISA or (ii) a
"multiemployer  plan" (as such term is defined  in  section  3(37) of ERISA) and
neither the Company nor any of its  Subsidiaries  has  incurred  any  withdrawal
liability or  termination  liability  with respect to any such plan that remains
unsatisfied.  The Company  has not engaged in, and is not a successor  or parent
corporation  to any Person  that has  engaged  in, a  transaction  described  in
Section 4069 or 4212(c) of ERISA.

          (e) Except as set forth on Schedule 3.18(e) to the Disclosure  Letter,
no Company Plan exists that could result in the payment to any present or former
employee of the Company or its  Subsidiaries  of any money or other  property or
accelerate  or provide  any other  rights or  benefits  to any present or former
employee  of  the  Company  or  its  Subsidiaries  as a  direct  result  of  the
transactions contemplated by this Agreement or as a result of transactions which
have occurred  prior the date hereof or the Closing Date.  There is no contract,
plan or  arrangement  (written or  otherwise)  covering  any  employee or former
employee  of  the  Company  or any of its  Subsidiaries  that,  individually  or
collectively,  could give rise to the  payment  of any amount  that would not be
deductible pursuant to the terms of Section 280G of the Code.

          (f) With respect to any Company Plan, (i) no actions,  suits or claims
(other than routine claims for benefits in the ordinary  course) are pending or,
to the knowledge of the Company,


<PAGE>

                                                                              15


threatened;  and (ii) no facts or  circumstances  exist that could reasonably be
expected to give rise to any such actions, suits or claims.

          (g) As of the Closing  Date,  the Company  constitutes  an  "operating
company" as defined in 29 CFR ss. 2510.3-101(c).

          SECTION III.19.  PERMITS.  The Company and its  Subsidiaries  hold all
Permits necessary for the lawful conduct of their respective  businesses as they
are presently being conducted, except where the failure to so hold Permits would
not have a Material Adverse Effect.  All Permits are in full force and effect in
all material  respects.  The Company and its  Subsidiaries  have complied in all
material  respects  with the  terms of the  Permits  and  there  are no  pending
modifications,  amendments  or  revocations  of any  Permits.  All  fees due and
payable from the Company or any of its Subsidiaries to governmental  authorities
or other third  parties  pursuant to the  Permits  have been paid.  There are no
pending  or,  to the  knowledge  of the  Company,  threatened,  suits,  actions,
proceedings or, to the Company's  knowledge,  investigations with respect to the
possible revocation,  cancellation,  suspension, limitation or nonrenewal of any
Permits,  and there has occurred no event which (whether with notice or lapse of
time or both) could  reasonably be expected to result in or constitute the basis
for  such a  revocation,  cancellation,  suspension,  limitation  or  nonrenewal
thereof.

          SECTION III.20. NO BROKER. Except as set forth on Schedule 3.20 to the
Disclosure Letter,  neither the Company nor any of its Subsidiaries has employed
any broker or finder,  or incurred any  liability  for any brokerage or finders'
fees or any similar fees or  commissions  in  connection  with the  transactions
contemplated by this Agreement.

          SECTION  III.21.  DISCLOSURE.  Neither this  Agreement  (including all
Exhibits and Schedules  hereto) nor any of the other  agreements or  instruments
contemplated to be executed and delivered by the Company in connection with this
Agreement  (taken as a whole) contain any untrue statement of material fact; and
none of such documents omits to state any material fact necessary to make any of
the  representations,  warranties or other  statements or information  contained
therein  not  misleading  in  light  of  the  circumstances   under  which  such
information was provided.

          SECTION III.22.  SHAREHOLDER VOTE. No shareholder vote under the rules
of the New York Stock  Exchange  ("NYSE") is  necessary  for the issuance of the
Notes,  the  conversion  of the Notes  into the  Conversion  Shares or shares of
Preferred Stock, or the conversion of the Preferred Stock into shares of Class A
Common Stock.


<PAGE>

                                                                              16


          ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

          Each of the Purchasers;  severally and not jointly,  hereby  represent
and warrant to the Company as follows:

          SECTION IV.1.  REQUISITE  POWER AND AUTHORITY.  Each Purchaser has all
requisite  power and  authority  to execute and deliver this  Agreement  and the
Securityholders  Agreement,  to consummate the transactions  contemplated hereby
and thereby and to perform its obligations hereunder and thereunder.  All action
on  Purchaser's  part necessary for the execution and delivery of this Agreement
and  the  Securityholders   Agreement,  the  consummation  of  the  transactions
contemplated  hereby and  thereby  and the  performance  of all  obligations  of
Purchaser  hereunder  and  thereunder  as of the  Closing  has  been  or will be
effectively taken prior to the Closing.  This Agreement and the  Securityholders
Agreement  have been or will be duly executed and  delivered by such  Purchaser.
This  Agreement and the  Securityholders  Agreement  (assuming due execution and
delivery by the Company) will be legal,  valid and binding  obligations  of such
Purchaser, enforceable against it in accordance with their terms, subject to the
effects  of  bankruptcy,  insolvency,  fraudulent  conveyance,   reorganization,
moratorium  and other  similar laws relating to or affecting  creditors'  rights
generally,  general equitable  principles (whether considered in a proceeding in
equity or at law) and an implied covenant of good faith and fair dealing.

          SECTION IV.2. INVESTMENT REPRESENTATIONS.  Purchaser acknowledges that
the Notes and the Option have not been  registered  under the  Securities Act or
under any state  securities  laws. Each Purchaser (a) is acquiring the Notes and
the Option for  investment for its own account,  not as a nominee or agent,  and
not with the view  to,  or for  resale  in  connection  with,  any  distribution
thereof,  (b) is an  "accredited  investor"  within the meaning of Regulation D,
Rule 501(a),  promulgated  by the SEC, (c)  acknowledges  that the Notes and the
Option  must be held  indefinitely  unless  subsequently  registered  under  the
Securities Act or unless an exemption from the registration  requirements of the
Securities Act is available and (d) represents that by reason of its business or
financial  experience,  such  Purchaser  has the  capacity  to  protect  its own
interests in connection with the transactions contemplated by this Agreement and
the Securityholders  Agreement. Each Purchaser has had an opportunity to discuss
the Company's  business,  management  and  financial  affairs with the Company's
management.  Each  Purchaser  has had an  opportunity  to ask  questions  of and
receive answers from, officers of the Company.  Each Purchaser  understands that
such  discussions,  as well  as any  other  written  information  issued  by the
Company, were intended to describe certain aspects of the Company's business and
operations, but were not an exhaustive description.

          SECTION  IV.3.  LITIGATION.  There is no  Action  pending,  or to each
Purchaser's  knowledge,  currently  threatened  against such Purchaser which, if
adversely  determined,  would,  individually or in the aggregate,  reasonably be
expected to have a material  adverse  effect on the ability of such Purchaser to
perform its obligations under this Agreement and the  Securityholders  Agreement
and to consummate the transactions contemplated hereby and thereby.


<PAGE>

                                                                              17


          SECTION  IV.4.  NO BROKER.  No  Purchaser  has  employed any broker or
finder,  or incurred any  liability  for any  brokerage or finders'  fees or any
similar fees or commissions in connection with the transactions  contemplated by
this Agreement.

          SECTION  IV.5.  PURCHASERS'  FINANCING.  On  the  Closing  Date,  each
Purchaser  will have all funds  necessary  to pay to the Company  the  Aggregate
Purchase Price, in immediately  available funds subject to no Encumbrances,  and
to consummate the transactions contemplated hereby.


                                    ARTICLE V
                                    COVENANTS

          SECTION V.1. ORDINARY COURSE OF BUSINESS.

          (a) Except as otherwise  contemplated  by the terms of this Agreement,
during the  period  from the date of this  Agreement  to the  Closing  Date (the
"PRE-CLOSING PERIOD"), the Company shall use reasonable best efforts to preserve
intact its and its Subsidiaries' current business organizations,  keep available
the  services  of their  current  officers  and  employees  and  preserve  their
relationships  with customers,  suppliers,  licensors,  licensees,  advertisers,
distributors and others having business dealings with them to the end that their
goodwill and ongoing businesses shall be unimpaired.

          (b) Without  limiting  the  generality  of the  foregoing,  during the
Pre-Closing  Period, each of the Company and its Subsidiaries shall not, without
the prior consent of the Purchasers:

          (i) enter into any direct or  indirect  transaction  by the Company or
     any of its Subsidiaries with an Affiliate of the Company or a family member
     or an Affiliate thereof or any entity in which an Affiliate has an interest
     as a director,  officer, or greater than 5% stockholder  (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);

          (ii) change the number of Directors or the composition or structure of
     the Board;

          (iii) amend, alter or change to the rights, preferences, privileges or
     powers of the Notes, the Preferred Stock or the Class A Common Stock;

          (iv) increase or decrease the (x) aggregate  principal amount of Notes
     authorized or issued or (y) the total number of authorized or issued shares
     of Preferred Stock;

          (v)  enter  into any  merger or  consolidation  with or into any other
     Person, or acquire any securities or assets of another Person, whether in a
     single  transaction  or series of related  transactions,  other than Exempt
     Acquisitions;


<PAGE>

                                                                              18


          (vi)  enter  into  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;

          (vii) incur any indebtedness in excess of $25.0 million;

          (viii)  dissolve,  liquidate,  or file for bankruptcy with respect to,
     the Company or any significant Subsidiary thereof;

          (ix) (A) declare or pay any dividend or make any  distribution  to the
     holders of the capital stock of the Company or any  Subsidiary  (other than
     dividends  or  distributions  payable  in shares  of  Common  Stock) or (B)
     purchase, redeem or otherwise acquire or retire for value any capital stock
     of the Company or any Subsidiary or (C) pay, redeem,  repurchase or defease
     or otherwise  retire 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;

          (x) (A)  purchase,  redeem or  otherwise  acquire for value any of its
     outstanding  capital  stock or (B) take any action  that would  result in a
     Conversion  Price adjustment under the Notes had the Notes been outstanding
     at the time of such action; or

          (xi) any arrangement or contract to do any of the foregoing.

          For purposes of this Section  5.1, an "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 (as defined in the form of Note attached
hereto))  of less than $20.0  million.  For  purposes  of this  Section  5.1, an
"EXEMPT  DIVESTITURE"  means any Divestiture (as defined in the  Securityholders
Agreement)  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 $20.0 million.

          SECTION V.2. ACCESS. During the Pre-Closing Period, the Company shall,
and shall cause its Subsidiaries,  officers, directors,  employees, auditors and
other agents to, (a) upon  reasonable  notice,  afford the officers,  employees,
auditors  and other  agents of the  Purchasers,  during  normal  business  hours
reasonable access at all reasonable times to its officers, employees,  auditors,
legal  counsel,  properties,  offices,  plants and other  facilities  and to all
financial  books and records,  (b) furnish the  Purchasers  with all  financial,
operating  and other  data and  information  as the  Purchasers,  through  their
officers,  employees or agents, may from time to time reasonably request and (c)
afford the Purchasers the opportunity to discuss the Company's affairs, finances
and accounts with the Company's officers on a regular basis.


<PAGE>

                                                                              19


          SECTION V.3. D&O INSURANCE. During the period that the Purchasers have
designees on the Board,  the Company  agrees to maintain  Directors and Officers
Insurance in the amount of $100.0 million.

          SECTION V.4. USE OF PROCEEDS.  The Company shall use the proceeds from
the sale of the Notes and the Option for repay  indebtedness under the Company's
Credit  Agreement  dated  as of July  16,  1999,  as  amended,  and for  general
corporate purposes.

          SECTION V.5. EFFORTS.  Each party hereto agrees to use reasonable best
efforts  to take  any and all  actions  required  in  order  to  consummate  the
transactions  contemplated in this Agreement,  the Notes and the Securityholders
Agreement.

          SECTION V.6.  NOTIFICATION OF CERTAIN MATTERS.  During the Pre-Closing
Period, the Company shall give prompt notice to the Purchasers of the occurrence
or  non-occurrence  of  any  event  known  to  the  Company  the  occurrence  or
non-occurrence of which would reasonably be expected to cause any representation
or warranty  contained in Section 3 to be untrue,  or the failure of the Company
to comply with or satisfy any covenant or agreement under this Agreement.

          SECTION V.7.  RESERVATION OF SHARES.  From and after the Closing,  the
Company  shall at all times  reserve and keep  available  for  issuance (a) such
number  of its  authorized  but  unissued  shares  of  Common  Stock as shall be
sufficient to permit the exercise of the options described in clauses (A)(2) and
(B)(2) of Section  3.3(a)(i)  of this  Agreement  and the  purchase of shares of
Common Stock  pursuant to the Employee  Stock  Purchase  Program as described in
clause  (A)(3)  of  Section  3.3(a)(i)  of this  Agreement,  (b) such  number of
treasury  shares of Class A Common  Stock as shall be  sufficient  to permit the
issuance of all of the Conversion  Shares, (c) to the extent the shares referred
to in  clause  (b)  are  insufficient  to  permit  the  issuance  of  all of the
Conversion Shares,  such number of its authorized but unissued shares of Class A
Common Stock as shall be sufficient to permit the issuance of all the Conversion
Shares, and (d) such number of shares of Preferred Shares as shall be sufficient
to permit the automatic conversion,  under certain  circumstances,  of the Notes
into Preferred Stock as provided for in the Notes.

          SECTION  V.8.   CONFIDENTIALITY.   Each   Purchaser   agrees  to  keep
confidential  all proprietary and non-public  information  regarding the Company
and its  Subsidiaries  provided that nothing  herein shall prevent any Purchaser
from  disclosing any such  information  (a) to the extent such  proprietary  and
non-public  information has been previously disclosed (other than as a result of
a breach of this  Section  5.8) or (b) to the extent  disclosure  is required by
law,  regulation or judicial order,  provided that prior to such disclosure such
Purchaser shall,  unless prohibited by law, notify the Company of any disclosure
pursuant to this clause (b) as far in advance as is reasonably practicable under
such circumstances.

          SECTION V.9. OPERATING COMPANY.  So long as Silver Lake shall have the
right to nominate at least one member for  election to the Board of Directors of
the Company,  the Company shall constitute an "operating  company" as defined in
29 CFRss.2510.3-101(c).


<PAGE>

                                                                              20


          SECTION V.10.  LISTING SHARES ON ANOTHER  EXCHANGE.  The Company shall
not list their shares on an exchange  other than the NYSE if as a result of such
listing the  Purchasers or any of their  transferees  would be unable to convert
the full amount of the Notes or Preferred Stock then  outstanding into shares of
Class A Common Stock.

          SECTION V.11. TAX COVENANT.  The Company will take no action, and will
not fail to take any  required  action,  if such  action or failure to act could
result  in (i) the  distribution  of the  stock  of the  Company  by IMS  Health
Incorporated ("IMS HEALTH") failing to qualify under section 355(a) of the Code,
(ii) the  application of section 355(e) of the Code to the  distribution  of the
stock of the Company by IMS Health or (iii) a claim for indemnification  against
the Company under Sections 2.7 or 3.1 of the Distribution  Agreement between IMS
Health and the Company dated June 17, 1999.


                                   ARTICLE VI
                              CONDITIONS TO CLOSING

          SECTION  VI.1.  CONDITIONS TO  PURCHASER'S  OBLIGATION TO PURCHASE THE
NOTES  AND   --------------------------------------------------------------  THE
OPTION.  The Purchasers'  obligation to purchase the Notes and the Option at the
Closing  ---------- is subject to the  satisfaction  (or waiver by Purchaser) of
the following conditions:

          (a) REPRESENTATIONS  AND WARRANTIES TRUE;  PERFORMANCE OF OBLIGATIONS.
     Each of the representations and warranties of the Company contained in this
     Agreement that is qualified as to  materiality  or Material  Adverse Effect
     shall be true and correct,  and each of the  representations and warranties
     of the Company  contained in this  Agreement that is not so qualified as to
     materiality  or Material  Adverse  Effect  shall be true and correct in all
     material  respects,  in each case as of the date  hereof  (except for those
     representations   and  warranties  which  address  matters  only  as  of  a
     particular  date,  which shall be true and correct,  or true and correct in
     all material  respects,  as the case may be, as of such date).  Each of the
     representations  and  warranties  of the Company is true and correct in all
     respects as of the Closing Date,  except to the extent that such failure of
     such  representations  and  warranties  (taken  as a whole)  to be true and
     correct  would not be  expected  to have a material  adverse  effect on the
     condition  (financial or  otherwise),  results of operations or business of
     the Company and its Subsidiaries  taken as a whole . The Company shall have
     performed in all material respects all agreements,  obligations,  covenants
     and  conditions  herein  required to be  performed  or observed by it on or
     prior to the Closing Date.

          (b) LEGAL  INVESTMENT.  On the  Closing  Date,  there  shall not be in
     effect any Law or Order  directing  that the purchase and sale of the Notes
     and the other  transactions  contemplated by this Agreement,  the Notes and
     the Securityholders Agreement not be consummated or which has the effect of
     rendering it unlawful to consummate such transactions.


<PAGE>

                                                                              21


          (c) PROCEEDINGS AND LITIGATION. No Action shall have been commenced by
     any governmental  authority against any party hereto seeking to restrain or
     delay  the  purchase  and sale of the  Notes  or the  Option  or the  other
     transactions   contemplated  by  this  Agreement  and  the  Securityholders
     Agreement.

          (d)  APPROVALS.  All  approvals,  consents,  permits  and  waivers  of
     governmental authorities and of the third parties listed on Schedule 6.1(a)
     to the Disclosure  Letter  necessary or appropriate for consummation of the
     transactions   contemplated   by  this   Agreement,   the   Notes  and  the
     Securityholders  Agreement shall have been obtained,  and no such approval,
     consent, permit or waiver of any governmental authority or such other third
     party shall  contain any term or  condition  that the  Purchasers  in their
     reasonable discretion determine to be unduly burdensome.

          (e) COMPLIANCE CERTIFICATE; SECRETARY'S CERTIFICATE. The Company shall
     have delivered to Purchaser a compliance certificate, executed by the Chief
     Executive Officer or the President of the Company,  dated the Closing Date,
     to the  effect  that the  conditions  specified  in  Section  6.1 have been
     satisfied.  The Company shall have delivered to the Purchaser a certificate
     executed  by  the  Secretary  of  the  Company,  dated  the  Closing  Date,
     certifying as to (i) the  resolutions of the Board  evidencing  approval of
     the transactions contemplated by and from this Agreement, the Notes and the
     Securityholders  Agreement  and the  authorization  of the named officer or
     officers  to  execute  and  deliver  this  Agreement,  the  Notes  and  the
     Securityholders  Agreement and (ii) certain of the officers of the Company,
     their titles and examples of their signatures.

          (f) TECHREPUBLIC ACQUISITION. The Company shall have acquired directly
     or indirectly at least 80% of all of the outstanding shares of common stock
     of TechRepublic, Inc., a Delaware corporation.

          (g) AMENDMENT TO CREDIT AGREEMENT The Credit Agreement shall have been
     amended,  in a manner  reasonably  satisfactory  to the Purchasers in their
     sole discretion.

          (h) TAX  OPINION.  The  Company  shall  have  received  from its legal
     counsel an opinion,  in form and substance  reasonably  satisfactory to the
     Purchasers, to the effect that the issuance of the Notes will not result in
     (i) the  application of section 355(e) to the  distribution of the stock of
     the Company by IMS Health or (ii) a claim for  indemnification  against the
     Company under Sections 2.7 or 3.1 of the Distribution Agreement between IMS
     Health and the Company dated June 17, 1999.

          (i) NO MATERIAL ADVERSE CHANGE. Between the date of this Agreement and
     the Closing  Date,  there shall not have  occurred any  occurrence or event
     that would be reasonably  likely to have a material  adverse  effect on the
     condition  (financial or  otherwise),  results of operations or business of
     the Company and its Subsidiaries taken as a whole.


<PAGE>

                                                                              22


          (j)  SECURITYHOLDERS  AGREEMENT.  The Purchasers shall have received a
     copy of the Securityholders Agreement executed by the Company.

          (k) NOTES. The Purchasers shall have received the Notes in the amounts
     and names as set forth in the Allocation Notice.

          (l) PURCHASER DIRECTORS.  The Board shall consist of ten directors and
     at least two  nominees  of the  Purchasers  shall have been  elected to the
     Board.

          (m)  AMENDMENTS  TO EMPLOYEE  AGREEMENTS.  The  Purchasers  shall have
     received  letters from each of the persons listed in Schedule 6.1(m) to the
     Disclosure Letter in the form set forth in Exhibit D.

          (n) AMENDMENT TO RIGHTS PLAN. The Rights  Agreement dated February 10,
     2000 between the Company and Bank Boston, N.A. shall have been amended in a
     manner reasonably satisfactory to the Purchasers in their sole discretion.

          (o) LETTER  AGREEMENT.  The  Purchasers  shall have received in a form
     reasonably  satisfactory  to them  the  Letter  Agreement  executed  by the
     Company  and  dated  the  Closing  Date  relating  to the  issuance  of the
     Preferred Stock under certain circumstances.

          SECTION VI.2.  CONDITIONS TO OBLIGATIONS OF THE COMPANY. The Company's
obligation  to issue and sell the Notes and the Option at the Closing is subject
to the satisfaction (or waiver by the Company),  on or prior to the Closing,  of
the following conditions:

          (a)  REPRESENTATIONS  AND WARRANTIES TRUE. Each of the representations
     and warranties of the Purchasers  contained in this Agreement shall be true
     and correct in all material respects as of the Closing Date. The Purchasers
     shall have performed in all material respects all agreements,  obligations,
     covenants  and  conditions  herein  required to be performed or observed by
     them on or prior to the Closing Date.

          (b) LEGAL  INVESTMENT.  On the  Closing  Date,  there  shall not be in
     effect any Law or Order  directing  that the purchase and sale of the Notes
     and the Option and the other  transactions  contemplated by this Agreement,
     the Notes and the Securityholders Agreement not be consummated or which has
     the effect of rendering it unlawful to consummate such transactions.

          (c) PROCEEDINGS AND LITIGATION. No Action shall have been commenced by
     any governmental  authority against any party hereto seeking to restrain or
     delay  the  purchase  and sale of the  Notes  or the  Option  or the  other
     transactions   contemplated   by  this   Agreement,   the   Notes  and  the
     Securityholders Agreement.

          (d) SECURITYHOLDERS  AGREEMENT.  The  Securityholders  Agreement shall
     have been executed and delivered by the Purchasers.


<PAGE>

                                                                              23


                                   ARTICLE VII
                                 INDEMNIFICATION

          SECTION VII.1. SURVIVAL OF REPRESENTATIONS AND WARRANTIES. (a) (i) The
representations  and  warranties  contained in Section  3.3(a),  (b) and (d) and
Section 3.22 of this Agreement shall survive indefinitely.

          (ii) All other representations and warranties contained in Article III
     of this  Agreement  shall  survive until  thirty-six  (36) months after the
     Closing Date,  with the  exception of the  representations  and  warranties
     contained in Section 3.14, which shall survive until three months after the
     expiration of the  applicable  statute of  limitations  with respect to the
     subject matter thereof.

          (iii) The  representations  and warranties  contained in Article IV of
     this Agreement shall survive until thirty-six (36) months after the Closing
     Date.

          (iv) The  representations  and warranties  contained in Article III of
     this  Agreement,  and the rights and remedies  that may be exercised by any
     Person seeking indemnification hereunder, shall not be limited or otherwise
     affected  by or as a  result  of  any  information  furnished  to,  or  any
     investigation made by, any such Person or its representatives.

          (v) For purposes of this  Agreement,  each  statement or other item of
     information set forth by the Company on any Schedule hereto shall be deemed
     to be a representation and warranty made by the Company in this Agreement.

          SECTION  VII.2.  INDEMNIFICATION.  (a) From and after the Closing Date
and  subject  to  Sections  7.1,  7.3  and  7.5,  the  Company  (the  "PURCHASER
INDEMNITOR") shall defend,  indemnify and hold harmless the Purchasers and their
Affiliates and each director,  officer,  member, partner,  employee and agent of
such Persons (the  "PURCHASER  INDEMNITEES")  against any loss,  damage,  claim,
liability, judgment or settlement of any nature or kind, including all costs and
expenses relating thereto, including without limitation, interest, penalties and
reasonable attorneys' fees (collectively  "DAMAGES"),  arising out of, resulting
from or relating to:

          (i) the breach of any representation or warranty  contained in Article
     III, or any certificate delivered by the Company pursuant hereto;

          (ii) the breach by the Company of any covenant or  agreement  (whether
     to be performed prior to or after the Closing) contained in this Agreement,
     or any certificate delivered by the Company pursuant hereto; and

          (iii) any  indemnity  obligation  that arises  under the  Distribution
     Agreement  between  IMS Health  and the  Company  dated June 17,  1999 as a
     result of the issuance of the Notes,  the Preferred Stock or the Conversion
     Shares  or  the  consummation  of the  transactions  contemplated  by  this
     Agreement, the Notes or the Securityholders Agreement.


<PAGE>

                                                                              24


          (b) From and after the Closing  Date and subject to Sections  7.1, 7.3
and 7.5, the Purchasers  (the "COMPANY  INDEMNITOR"  and  collectively  with the
Purchaser  Indemnitor,  the  "INDEMNITORS")  shall,  jointly but not  severally,
defend,  indemnify  and hold  harmless the Company and its  Affiliates  and each
director,  officer,  member,  partner,  employee  and agent of such Persons (the
"COMPANY  INDEMNITEES"  and  collectively  with the Purchaser  Indemnitees,  the
"INDEMNITEES")  against any Damages  arising out of,  resulting from or relating
to:

          (i) the breach of any representation or warranty  contained in Article
     IV; and

          (ii) the breach by Purchaser of any covenant or agreement  (whether to
     be performed prior to or after the Closing) contained in this Agreement.

          (c) The term  "DAMAGES"  as used in this Article VII is not limited to
matters  asserted by third parties against any Person entitled to be indemnified
under this Article VII, but includes  Damages  incurred or sustained by any such
Person in the absence of third party  claims,  and shall take into  account such
Person's ownership or investment in the Company.

          SECTION VII.3.  INDEMNIFICATION  AMOUNTS.  (a) An Indemnitor shall not
have  liability  under  Section  7.2  until  the  aggregate  amount  of  Damages
theretofore incurred by the Purchaser Indemnitees or the Company Indemnitees, as
applicable,  exceeds an amount equal to $1,000,000 (the "BASKET"), in which case
the Purchaser  Indemnitees or the Company Indemnitees,  as applicable,  shall be
entitled to the aggregate amount of Damages, including the Basket.

          (b) The  limitations on the  indemnification  obligations set forth in
this Section 7.3 shall not apply to any  covenants or  agreements of the parties
in this Agreement. In addition,  notwithstanding the provisions of paragraph (a)
above,  the  limitations on the  indemnification  obligations of the parties set
forth therein shall not apply to breaches of the  representations and warranties
made in Sections 3.3(a), (b) and (d) and 3.22.

          SECTION VII.4.  NON-EXCLUSIVE  REMEDY.  The  indemnification  remedies
provided in this Article VII shall not be deemed to be  exclusive.  Accordingly,
the exercise by any Person of any of its rights under this Article VII shall not
be deemed to be an election of remedies and shall not be deemed to prejudice, or
to  constitute  or operate as a waiver of, any other  right or remedy  that such
Person may be entitled  to exercise  (whether  under this  Agreement,  under any
other contract, under any law or otherwise).

          SECTION VII.5. CERTAIN LIMITATIONS. The indemnification obligations of
the parties hereto for any breach of a representation  and warranty described in
Articles  III and IV of  this  Agreement  shall  survive  for  only  the  period
applicable to such representations and warranties as set forth in Section 7.1 of
this Agreement,  and thereafter all such  representations  and warranties of the
applicable  Indemnitor  under this Agreement  shall be  extinguished;  PROVIDED,
HOWEVER,  that such indemnification  obligation shall not be extinguished in the
event of Damages  incurred as a result of an Action that was instituted or begun
prior to the  expiration  of the  survival  period set forth in  Section  7.1 if
noticed in writing to the  applicable  Indemnitor by the  applicable


<PAGE>

                                                                              25


Indemnitee within 30 days of such Indemnitee  receiving notice thereof.  Subject
to the proviso at the end of the immediately  preceding  sentence,  no claim for
the recovery of such Damages may be asserted by an Indemnitee after such period.


                                  ARTICLE VIII
                                  MISCELLANEOUS

          SECTION VIII.1. OTHER DEFINITIONS. The following terms as used in this
Agreement shall have the following meanings:

          (a) "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.

          (b) "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.

          (c) "GROUP" shall have the meaning  assigned to it in Section 13(d)(3)
     of the Exchange Act.

          (d) "PERSON"  means any  individual,  corporation,  limited  liability
     company,  limited  or  general  partnership,  joint  venture,  association,
     joint-stock company, trust, unincorporated organization,  government or any
     agency or political  subdivisions  thereof or any Group comprised of two or
     more of the foregoing.

          SECTION  VIII.2.  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, as Purchaser may elect in its
sole discretion, and the Company hereby submits to the exclusive jurisdiction of
such courts for the purpose of such suit,  proceeding  or judgment.  The Company
hereby  irrevocably  waives  any  right  which it 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 VIII.3.  NO SHOP. The Company agrees that from the date hereof
through the  Closing  Date,  neither the Company nor any of its  representatives
will engage in,  solicit or  otherwise  take any action  relating to any debt or
equity financing of the Company or any of its Subsidiaries (other than under the
Credit Agreement or under any existing  agreements),  or


<PAGE>

                                                                              26


furnish  information to any third parties regarding the foregoing.  This Section
8.3 shall  terminate  upon  termination  of this  Agreement in  accordance  with
Section 8.13 hereof.

          SECTION  VIII.4.  EXPENSES.  Upon Closing or the  termination  of this
Agreement,  the Company  agrees to reimburse the Purchasers on demand for all of
their  reasonable  out-of-pocket  fees  and  expenses,  including  the  fees and
expenses  of  attorneys,  accountants  and  consultants  employed  by  them,  in
connection with the transactions contemplated hereby.

          SECTION  VIII.5.  TRANSACTION  FEE. On the Closing  Date,  the Company
shall pay a  one-time  cash  transaction  fee by wire  transfer  of  immediately
available funds to an account  designated by Silver Lake  Technology  Management
L.L.C. in an amount equal to $2.0 million.

          SECTION  VIII.6.  SUCCESSORS  AND  ASSIGNS;   ASSIGNMENT.   Except  as
otherwise  expressly  provided herein,  the provisions hereof shall inure to the
benefit of, and be binding  upon,  the  successors,  permitted  assigns,  heirs,
executors  and  administrators  of the  parties  hereto  and shall  inure to the
benefit of and be  enforceable by each Person who shall be a holder of the Notes
or the Option from time to time. This Agreement may not be assigned  without the
prior written consent of the other party,  except that the Purchasers may assign
its rights and obligations hereunder to any Affiliate or Affiliates or to one or
more of their limited or general partners;  provided that the Company shall have
the right to veto any  assignment  to a limited  partner to which it  reasonably
objects.  Each assignee (i) agrees to be bound jointly and severally  hereunder,
(ii agrees that the representations and warranties made by the Purchasers herein
shall be deemed to have been made by such  assignee  and (iii)  shall  execute a
counterpart  to this  Agreement  the  execution of which shall  constitute  such
assignee's agreement to the terms of this Section 8.6.

          SECTION VIII.7.  ENTIRE  AGREEMENT;  SUPERSEDES PRIOR AGREEMENT.  This
Agreement and the Exhibits hereto, the  Securityholders  Agreement and the other
documents delivered pursuant hereto constitute the full and entire understanding
and  agreement  between the parties  with regard to the  subjects  hereof and no
party   shall  be  liable   or  bound  to  any  other  in  any   manner  by  any
representations, warranties, covenants and agreements except as specifically set
forth herein and therein.

          SECTION VIII.8. SEVERABILITY.  In case any provision of this Agreement
shall  be  invalid,  illegal  or  unenforceable,   the  validity,  legality  and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

          SECTION VIII.9. AMENDMENT AND WAIVER. This Agreement may be amended or
modified,  and the rights of the  Company  or  Purchaser  hereunder  may only be
waived, upon the written consent of the Company and Purchaser.

          SECTION  VIII.10.  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 or the
Securityholders  Agreement,  shall impair any such right,  power or remedy,  nor
shall  it  be  construed  to  be  a  waiver  of  any  such  breach,


<PAGE>

                                                                              27


default or noncompliance,  or any acquiescence  therein, or of or in any similar
breach, default or noncompliance thereafter occurring. It is further agreed that
any waiver,  permit, consent or approval of any kind or character on Purchaser's
part of any  breach,  default  or  noncompliance  under  this  Agreement  or the
Securityholders  Agreement or any waiver on such party's part of any  provisions
or conditions of this  Agreement or the  Securityholders  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  or the  Securityholders
Agreement,  by law, or otherwise  afforded to any party, shall be cumulative and
not alternative.

          SECTION VIII.11.  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 to the addresses set forth below:

          If to the Company:

               Gartner Group, Inc
               56 Top Gallant Road
               P.O. Box 10212
               Stamford, Connecticut  06904-2212
               Telephone: (203) - 316-3770
               Fax: (203) - 316-6448
               Attn: Kenneth Siegel, Esq.

          with copies to:

               Proskauer Rose LLP
               1585 Broadway
               New York, NY  10036
               Telephone:  (212) 969-3000
               Fax:  (212) 969-2900
               Attn:  Julie M. Allen, Esq.

          If to the Purchasers:

               Silver Lake Partners, L.P.
               320 Park Avenue - 33rd Floor
               New York, NY  10022
               Telephone:  (212) 981-5600
               Fax:  (212) 981-3535
               Attn:  Mike Bingle


<PAGE>

                                                                              28


          with copies to:

               Simpson Thacher & Bartlett
               425 Lexington Avenue
               New York, N.Y.  10017
               Telephone: (212) 455-2000
               Fax: (212) 455-2502
               Attn: Mario Ponce, Esq.

          SECTION VIII.12. 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 VIII.13.  TERMINATION. This Agreement may be terminated by (i)
mutual  agreement of the parties hereto or (ii) by the Purchasers or the Company
in the event the Closing has not occurred by April 28, 2000; PROVIDED, that this
termination  right may not be  exercised  by a party  whose  nonperformance  has
delayed the Closing. Upon termination of this Agreement pursuant to this Section
8.13,  this  Agreement  shall be void and of no further  force and effect and no
party shall have any liability to any other party under this  Agreement,  except
that nothing herein shall relieve any party from any liability for the breach of
any of the  representations,  warranties,  covenants and agreements set forth in
this Agreement and except as contemplated by Section 8.4.

          SECTION VIII.14. COUNTERPARTS;  EXECUTION BY FACSIMILE SIGNATURE. 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>

                                                                              30


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

                                 GARTNER GROUP, INC.


                                 By: __________________________________________
                                     Name:
                                     Title:


                                 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>

                                                                              31


          IN WITNESS  WHEREOF,  the parties  hereto have executed the SECURITIES
PURCHASE 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