<PAGE>







                                 EXHIBIT 10.2










                                       75
<PAGE>




                            STOCK PURCHASE AGREEMENT
                                      AMONG
                                   BARRA, INC.,
                                       AND
                              THE SHAREHOLDERS OF
                             INNOSEARCH CORPORATION

                                  May 23, 1997








                                       76
<PAGE>

                                TABLE OF CONTENTS


1.   SALE OF THE INNOSEARCH SHARES; AUTHORIZATION AND
     ISSUANCE OF THE BARRA SHARES.......................................    86
       1.1 Sale of the Innosearch Shares................................    86
       1.2 Authorization of the BARRA Shares............................    87

2.   CLOSING DATE; DELIVERY.............................................    87
       2.1 Closing Date.................................................    87
       2.2 Delivery.....................................................    87

3.   COVENANTS OF THE PARTIES...........................................    87
       3.1 Covenants of BARRA...........................................    87
           (a) Reservation and Issuance of BARRA Common.................    87
           (b) Government Approvals.....................................    87
           (c) Notification of Breach of Representations, 
                 Warranties and Covenants...............................    88
           (d) Press Release............................................    88
           (e) Litigation Developments..................................    88
           (f) Employment...............................................    88
           (g) Access to Properties, Books and Records..................    88

       3.2 Covenants of the Innosearch Shareholders.....................    89
           (a) Stockholder Lists and Other Information..................    89
           (b) Transactions in BARRA Common.............................    89
           (c) Government Approvals.....................................    90
           (d) Capital Commitments and Expenditures.....................    90
           (e) Notification of Breach of Representations, Warranties and
                 Covenants..............................................    90
           (f) Compensation.............................................    90
           (g) Conduct of Business in the Ordinary Course...............    91
           (h) Press Releases...........................................    91
           (i) No Merger or Solicitation................................    92
           (j) Access to Properties, Books and Records..................    93
           (k) Employee Welfare Benefit Plans...........................    93
           (l) Litigation Developments..................................    93
           (m) Employment...............................................    94

       3.3 Covenants of the Parties.....................................    94

4.   REPRESENTATIONS AND WARRANTIES OF THE INNOSEARCH SHAREHOLDERS......    94
       4.1 Corporate Status and Power to Enter Into Agreements..........    94
       4.2 Execution and Delivery of the Agreement......................    95
       4.3 Subsidiaries and Other Equity Interests......................    95
       4.4 Certificate, Bylaws, Books and Records.......................    95


                                       77
<PAGE>

       4.5 Compliance with Laws, Regulations and Decrees................    95
       4.6 Capitalization...............................................    96
       4.7 Financial Statements.........................................    96
       4.8 Government Regulation........................................    97
       4.9 Code of Ethics...............................................    98
       4.10 Tax Returns.................................................    99
       4.11 Material Adverse Change.....................................    99
       4.12 No Undisclosed Liabilities..................................    99
       4.13 Properties and Leases.......................................   100
       4.14 Patents, Copyrights, Trademarks.............................   101
       4.15 Material Contracts..........................................   102
       4.16 Employment Contracts and Benefits...........................   102
       4.17 Compliance With ERISA.......................................   104
       4.18 Collective Bargaining and Employment Agreements.............   104
       4.19 Compensation of Officers and Employees......................   104
       4.20 Legal Actions and Proceedings...............................   104
       4.21 Retention of Broker or Consultant...........................   105
       4.22 Insurance...................................................   105
       4.23 Transactions with Affiliates................................   105
       4.24 Trading in BARRA Common.....................................   105
       4.25 No Departing Employees......................................   106
       4.26 No Loss of Customers........................................   106
       4.27 Communications with Shareholders............................   106
       4.28 Accuracy of Representations and Warranties..................   106
       4.29 Proposed Business Combination...............................   107
       4.30 Innosearch Balance Sheet....................................   107

5.   REPRESENTATIONS AND WARRANTIES OF BARRA............................   107
       5.1 Corporate Status and Power to Enter Into Agreements..........   107
       5.2 Certificate, Bylaws, Books and Records.......................   107
       5.3 Properties...................................................   108
       5.4 BARRA SEC Documents..........................................   108
       5.5 Material Adverse Change......................................   108
       5.6 Execution and Delivery of the Agreement......................   109
       5.7 Accuracy of Representations and Warranties...................   109
       5.8 Capitalization...............................................    20
       5.9 Duly Authorized Issuances....................................   110
       5.10 Retention of Broker or Consultant...........................   110
       5.11 Compliance with Laws, Regulations and Decrees...............   110

6.   INVESTMENT REPRESENTATION..........................................   111

7.   REGISTRATION RIGHTS................................................   112
       7.1 Definitions..................................................   112
           (a) "Exchange Act"...........................................   112


                                       78
<PAGE>

           (b) "Holder".................................................   113
           (c) "Register", "Registered" and "Registration"..............   113
           (f) "Securities Act".........................................   113
           (g) "Selling Expenses".......................................   113
       7.2 BARRA Registration...........................................   114
           (a) Notice of Registration...................................   114
       7.3 Underwriting.................................................   114
       7.4 Expenses of Registration.....................................   115
       7.5 Furnish Information..........................................   115
       7.6 Indemnification..............................................   115
       7.7 "Market Stand-off" Agreement.................................   117

8.   CONDITIONS TO THE OBLIGATIONS OF BARRA.............................   117
       8.1 Representations and Warranties...............................   117
       8.2 Compliance and Performance Under Agreement...................   117
       8.3 Material Adverse Change......................................   118
       8.4 Shareholders' Certificate....................................   118
       8.5 No Injunctions or Restraints; Illegality.....................   118
       8.6 Innosearch Board of Directors................................   118
       8.7 Government Approvals.........................................   118
       8.8 Expenses.....................................................   119
       8.9 Closing Documents............................................   119
       8.10 Consents....................................................   119
       8.11 GAT Transaction.............................................   119
       8.12 Opinion of Counsel..........................................   119
       8.13 Third Party Actions.........................................   120

9.   CONDITIONS TO THE OBLIGATIONS OF THE INNOSEARCH SHAREHOLDERS.......   120
       9.1 Representations and Warranties...............................   120
       9.2 Compliance and Performance Under Agreement...................   120
       9.3 Material Adverse Change......................................   120
       9.4 Officers Certificate.........................................   121
       9.5 Opinion of Counsel...........................................   121
       9.6 Third Party Actions..........................................   121
       9.7 Closing Documents............................................   121
       9.8 No Injunctions or Restraints; Illegality.....................   121
       9.9 GAT Transaction..............................................   121
       9.10 Government Approvals........................................   121

10.  EXPENSES...........................................................   122

11.  SURVIVAL, INDEMNIFICATION AGAINST LOSS.............................   122
       11.1 Survival....................................................   122
       11.2 Innosearch Shareholders' Indemnification....................   122


                                       79
<PAGE>

       11.3 BARRA's Indemnification.....................................   123
       11.4 Indemnification Procedures..................................   123
       11.5 Limitation on Indemnification Claims........................   125
       11.6 Liability Limited to Indemnification........................   125

12.  AMENDMENT; TERMINATION.............................................   125
       12.1 Amendment...................................................   125
       12.2 Termination.................................................   126
       12.3 Notice......................................................   126
       12.4 Termination and Expenses....................................   126

13.  MISCELLANEOUS......................................................   126
       13.1 Notices.....................................................   126
       13.2 Binding Agreement...........................................   128
       13.3 Consent to Jurisdiction and Forum Selection.................   128
       13.4 Governing Law...............................................   128
       13.5 Attorneys' Fees.............................................   128
       13.6 Entire Agreement; Severability..............................   128
       13.7 Counterparts................................................   129
       13.8 Waivers.....................................................   129


                                LIST OF EXHIBITS

EXHIBIT A------------------------------------- OPINION OF COUNSEL (INNOSEARCH)
EXHIBIT B------------------------------------------ OPINION OF COUNSEL (BARRA)




                                       80
<PAGE>

                                  INNOSEARCH

                           STOCK PURCHASE AGREEMENT

     THIS STOCK PURCHASE AGREEMENT is made and entered into as of May 23,
1997 ("Agreement") by and among BARRA, INC., a California corporation
("BARRA"), Thomas Ho, Mabel Chan, Yun-Xian Ho, Mark Wainger, Yamaichi
Securities Company, Ltd. ("Yamaichi), the stockholders of Innosearch
Corporation, a New York corporation ("Innosearch") (herein individually an
"Innosearch Shareholder" and collectively, the "Innosearch Shareholders").

     WHEREAS, the Innosearch Shareholders currently own 870 shares of
common stock of Innosearch (individually, an "Innosearch Share" and in the
aggregate, the "Innosearch Shares");

     WHEREAS BARRA, Global Advanced Technology Corporation, a Delaware
corporation, ("GAT") and the stockholders of GAT have entered into a stock
purchase agreement dated May 23, 1997, whereby BARRA shall acquire 100% of
the outstanding capital stock of GAT; 

     WHEREAS, BARRA wishes to purchase, and the Innosearch Shareholders
wish to sell to BARRA, the Innosearch Shares in accordance with the terms
of this Agreement;

     NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants set forth herein,

     THE PARTIES HEREBY AGREE AS FOLLOWS:

15.  SALE OF THE INNOSEARCH SHARES; AUTHORIZATION AND ISSUANCE OF THE BARRA
SHARES.

     15.1 SALE OF THE INNOSEARCH SHARES.  Subject to the terms and conditions 
hereof, on the Closing Date, as defined in Section 2.1, the Innosearch 
Shareholders will sell to BARRA and BARRA agrees to purchase from each of the 
Innosearch Shareholders all of the Innosearch Shares, totaling an aggregate 
of 870 Innosearch Shares, for a total consideration in cash ("Cash 
Consideration") and fully paid and nonassessable shares of common stock of 


                                       81
<PAGE>

BARRA (the "BARRA Common" or the "BARRA Shares") allocated to each Innosearch 
Shareholder as set forth on Schedule A attached hereto.  The BARRA Common or 
BARRA Shares along with the Cash Consideration, as set forth above, is 
sometimes referred to as the "Purchase Price". 

     15.2 AUTHORIZATION OF THE BARRA SHARES.  On or prior to the Closing 
Date, BARRA will have taken all necessary corporate action for the purpose of 
authorizing the issuance and sale of the BARRA Common to the Innosearch 
Shareholders. 

16.  CLOSING DATE; DELIVERY. 

     16.1 CLOSING DATE.  The closing of the purchase and sale of the 
Innosearch Shares hereunder (the "Closing") shall be held at the offices of 
Graham & James LLP, One Maritime Plaza, Suite 300, San Francisco, California 
94111 on or before August 20, 1997 or at such other time and place to which 
the parties hereto may agree in writing (the "Closing Date"). 

     16.2 DELIVERY.  At the Closing, each Innosearch Shareholder will deliver 
to BARRA certificates representing the Innosearch Shares to be purchased from 
such Innosearch Shareholder against payment of the Purchase Price therefore 
by delivery to (a) each Innosearch Shareholder (other than GAT) of a check 
representing the Cash Consideration allocated to such Innosearch Shareholder 
on Schedule A, and (b) the retention by BARRA of the Cash Consideration and 
BARRA Common allocated to GAT on Schedule A.

17.  COVENANTS OF THE PARTIES.

     17.1 COVENANTS OF BARRA.  Unless otherwise expressly indicated below and 
unless the Agreement is not earlier terminated pursuant to Section 12, from 
the date of this Agreement to the Closing Date, BARRA hereby covenants as 
follows: 

          (a)  RESERVATION AND ISSUANCE OF BARRA COMMON.  BARRA shall reserve 
and make available for issuance in accordance with the terms of this 
Agreement a number of the BARRA Shares equal to the Stock Consideration. 

          (b)  GOVERNMENT APPROVALS.  BARRA, with the cooperation of 
Innosearch, shall use reasonable efforts in good faith to take or cause to be 
taken as promptly as practicable all such steps as shall be necessary to 
obtain all consents and approvals of government agencies as are required by 
law or otherwise (the "Government Approvals") and shall do any and all acts 
reasonably necessary or appropriate in order to cause the stock purchase to 
be consummated on the terms provided in this Agreement as promptly as 
practicable.

          (c)  NOTIFICATION OF BREACH OF REPRESENTATIONS, WARRANTIES AND 
COVENANTS.  BARRA shall promptly give written notice to the Innosearch 
Shareholders upon becoming 


                                       82
<PAGE>

aware of the occurrence or impending or threatened occurrence of any event 
which would cause or constitute a breach of any of the representations, 
warranties or covenants of BARRA contained or referred to in this Agreement 
and shall use commercially reasonable efforts to prevent the same or remedy 
the same promptly. 

          (d)  PRESS RELEASE.  BARRA shall not issue any press release or 
written statement for general circulation to the public relating to the stock 
purchase or this Agreement unless previously provided to Innosearch for 
review and approval (which approval will not be unreasonably withheld or 
delayed) and shall cooperate with Innosearch in the development and 
distribution of all news releases and other public information disclosures 
with respect to this Agreement or the purchase, provided that BARRA may, 
without the consent of Innosearch, make any disclosure with regard to this 
Agreement or the purchase that it determines is required under any applicable 
law or regulation, provided that, if practicable, BARRA shall provide to 
Innosearch an opportunity to review and comment on the content of any such 
disclosure prior to such disclosure being publicly distributed. 

          (e)  LITIGATION DEVELOPMENTS.  BARRA agrees to promptly advise the 
Innosearch Shareholders with respect to any and all material legal actions or 
other material proceedings or investigations against BARRA relating to this 
transaction and to promptly advise the Innosearch Shareholders with respect 
to any significant developments arising in connection with said actions, 
proceedings or investigations.

          (f)  EMPLOYMENT.  BARRA shall not directly or indirectly, solicit, 
induce or recruit any of the officers or employees of Innosearch to leave 
their employment with Innosearch without obtaining the prior written consent 
of Innosearch.

          (g)  ACCESS TO PROPERTIES, BOOKS AND RECORDS.  Prior to the Closing 
Date, BARRA shall give the Innosearch Shareholders and their counsel and 
accountants full access, during normal business hours and upon reasonable 
requests, to all of its properties, books, contracts, commitments and records 
including, but not limited to, the corporate, financial and operational 
records, reports, instructions, procedures, tax returns and filings, tax 
settlement letters, material contracts or commitments, regulatory 
examinations and correspondence and shall allow the Innosearch Shareholders 
to make copies of such materials (to the extent not legally prohibited) and 
shall furnish the Innosearch Shareholders with all such information 
concerning its affairs as the Innosearch Shareholders may reasonably request. 
 BARRA shall also cause Deloitte & Touch LLP ("DT") to make available to the 
Innosearch Shareholders, their accountants, counsel and other agents, to the 
extent reasonably requested in connection with such review, DT work papers 
and documentation relating to its work papers and its audits of the books and 
records of BARRA.  Documents requested pursuant to this Section 3.1(g) that 
are protected pursuant to confidentiality agreements or are subject to 
attorney-client privilege ("BARRA Confidential Documents") shall not be 
subject to this Section 3.1(g).  Notwithstanding the 


                                       83
<PAGE>

foregoing, BARRA shall disclose to the Innosearch Shareholders the general 
subject matter of the BARRA Confidential Documents requested pursuant to this 
Section 3.1(g), and any matter therein which would have a material adverse 
effect on this transaction.  Client files that are protected pursuant to 
confidentiality agreements signed with BARRA, pursuant to fiduciary 
obligations to maintain confidentiality under the Advisers Act (as defined in 
Section 4.8(a) or are subject to attorney-client privilege, and that are 
requested pursuant to this Section 3.1(g), shall not be subject to this 
Section 3.1(g) ("BARRA Confidential Files").  Notwithstanding the foregoing, 
BARRA shall disclose to the Innosearch Shareholders on attached Schedule 
3.1(g), the general subject matter of the BARRA Confidential Files requested 
pursuant to this Section 3.1(g), and any matter therein which would have a 
material adverse effect on this transaction. 

     17.2 COVENANTS OF THE INNOSEARCH SHAREHOLDERS.  Unless otherwise 
expressly indicated below and unless this Agreement is earlier terminated 
pursuant to Section 12, from the date of this Agreement to the Closing Date, 
the Innosearch Shareholders, as applicable, hereby covenant to BARRA as 
follows:

          (a)  STOCKHOLDER LISTS AND OTHER INFORMATION.  Innosearch shall 
from time to time make available to BARRA, upon request, a list of their 
stockholders and their addresses, a list showing all transfers of the 
Innosearch Common Stock and/or Common Stock of Innosearch and such other 
information as BARRA shall reasonably request regarding both the ownership 
and prior transfers of the Innosearch Common Stock and Common Stock of 
Innosearch.

          (b)  TRANSACTIONS IN BARRA COMMON.  Innosearch and each Innosearch 
Shareholder hereby agrees not to, directly or indirectly, buy or sell, or 
otherwise effect any trade in, any shares of BARRA Common, or any security 
derivative of the BARRA Common, from the date hereof through and including 
the Closing Date unless the Agreement is earlier terminated.  Neither 
Innosearch nor any Innosearch Shareholder (other than Yamaichi) owns 
beneficially any shares of BARRA Common.

          (c)  GOVERNMENT APPROVALS.  Innosearch and the Innosearch 
Shareholders shall cooperate in good faith and in all reasonable respects 
with BARRA in its undertaking pursuant to Section 3.1(c) to obtain the 
Government Approvals and Innosearch and the Innosearch Shareholders further 
agree to take such actions in good faith as may be reasonably requested by 
BARRA to cause the purchase to be consummated on the terms provided in this 
Agreement as promptly as is practicable.

          (d)  CAPITAL COMMITMENTS AND EXPENDITURES.  After the execution of 
this Agreement, no new capital commitments in excess of $25,000 individually 
or $50,000 in the aggregate shall be entered into, and no capital 
expenditures in excess of $25,000 individually or $50,000 in the aggregate 
shall be made by Innosearch without the prior written approval of BARRA. 
Innosearch shall not enter into any acquisitions or leases of 


                                       84
<PAGE>

real property, including both new leases and lease extensions without the 
prior written approval of BARRA.

          (e)  NOTIFICATION OF BREACH OF REPRESENTATIONS, WARRANTIES AND 
COVENANTS.  Innosearch and/or the Innosearch Shareholders shall promptly give 
written notice to BARRA upon becoming aware of the occurrence or impending or 
threatened occurrence of any event which would cause or constitute a breach 
of any of the representations, warranties or covenants of Innosearch and/or 
the Innosearch Shareholders contained or referred to in this Agreement and 
shall use commercially reasonable efforts to prevent the same or remedy the 
same promptly.

          (f)  COMPENSATION.  Innosearch shall not make or approve any 
increase in the compensation payable or to become payable by Innosearch to 
any of its directors, officers, employees or agents with annual salaries in 
excess of $30,000 at the date hereof and no increases in compensation shall 
exceed $25,000 in the aggregate (including but not limited to compensation 
through any profit sharing, pension, retirement, severance, incentive or 
other employee benefit program or arrangement), nor shall any bonus payment 
or any agreement or commitment to make a bonus payment be made (except with 
BARRA's prior written approval), nor shall any material amendment to an 
existing employee benefit plan or arrangement or any new employee benefit 
plan or arrangement be adopted, nor shall any stock option, warrant or other 
right to acquire capital stock be granted, or employment agreement (other 
than any such employment agreement that may arise by operation of law upon 
the hiring of any new employee) or consulting agreement be entered into by 
Innosearch with any such directors, officers, employees or agents unless 
BARRA has given its prior written consent.  Without the prior written consent 
of BARRA, Innosearch shall not hire any new employees. Innosearch has 
previously delivered to BARRA a comprehensive list of employees as of the 
date hereof (the "Employee List"), setting forth in detail the compensation 
payable to each and all of Innosearch's directors, officers, employees and 
agents. 

          (g)  CONDUCT OF BUSINESS IN THE ORDINARY COURSE.  Innosearch shall 
conduct their businesses in the ordinary course as heretofore conducted.  For 
purposes of this Agreement the "Ordinary Course of Business" shall consist of 
the marketing and sale of software products and related data and consulting 
services and other business presently conducted by Innosearch.  Prior to the 
Closing Date Innosearch shall use its best efforts to maintain satisfactory 
relationships with licensors, suppliers, distributors and customers, all in 
accordance with its Ordinary Course of Business.  Prior to the Closing Date, 
except as listed on Schedule 3.2(h), Innosearch shall not, without the prior 
written consent of BARRA:

               (1)  amend its Certificate of Incorporation or Bylaws;

               (2)  authorize for issuance, issue, deliver or sell any 
additional Innosearch Shares of its capital stock of any class, or securities 
convertible into Innosearch 


                                       85
<PAGE>

Shares of such stock, or issue or grant any rights, options or other 
commitments for the issuance of Innosearch Shares of such stock or such 
convertible securities;

               (3)  split, combine or reclassify any Innosearch Shares of its 
capital stock or declare, set aside or pay any dividend (whether in cash, 
stock or property) in respect to its capital stock or redeem or otherwise 
acquire any of its capital stock;

               (4)  dispose of or acquire any material properties or assets 
except in the Ordinary Course of Business;

               (5)  engage in any activities or transactions that are outside 
the Ordinary Course of Business;

               (6)  incur any indebtedness for borrowed money.

          (h)  PRESS RELEASES.  Neither Innosearch nor the Innosearch 
Shareholders shall not issue any press release or written statement for 
general circulation relating to this Agreement or the purchase unless 
previously provided to BARRA for review and written approval (which shall not 
be unreasonably withheld) and shall cooperate with BARRA in the development 
and distribution of all news releases and other public information 
disclosures with respect to this Agreement or the purchase.  Neither 
Innosearch nor the Innosearch Shareholders may, without the consent of BARRA, 
make any disclosure with regard to this Agreement or the purchase that is 
required under any applicable law or regulation, provided that, both 
Innosearch and the Innosearch Shareholders shall provide to BARRA an 
opportunity to review and comment on the content of any such disclosure prior 
to such disclosure being publicly distributed.

          (i)  NO MERGER OR SOLICITATION.

               (i)  Without the prior written consent of BARRA, neither 
Innosearch nor the Innosearch Shareholders shall effect or agree to effect 
any Business Combination, acquire or agree to acquire any of the capital 
stock of Innosearch, nor shall Innosearch acquire or agree to acquire the 
capital stock or assets (except in the Ordinary Course of Business) of any 
other entity, or commence any proceedings for winding up and dissolution 
affecting any of them.  As used in this Agreement, "Business Combination" 
shall mean any tender or exchange offer, proposal for a merger, 
consolidation, acquisition of assets or other takeover proposal involving any 
party hereto (except as explicitly contemplated in this Agreement) or any 
offer or proposal to acquire in any manner a five percent (5%) or greater 
interest in, or a substantial portion of any party hereto other than 
transactions contemplated hereunder.

               (ii) Neither Innosearch, any Innosearch Shareholder, nor any 
officer, director or affiliate of Innosearch, nor any investment banker, 
attorney, accountant or other agent, advisor or representative retained by 
Innosearch or the Innosearch 


                                       86
<PAGE>

Shareholders shall (A) solicit or encourage, directly or indirectly, any 
inquiries, discussions or proposals for, continue, propose or enter into 
discussions or negotiations looking toward, or enter into any agreement or 
understanding providing for, any Business Combination; or (B) in connection 
with a potential Business Combination or otherwise than in the Ordinary 
Course of Business disclose, directly or indirectly, any nonpublic 
information to any corporation, partnership, person or other entity or group 
concerning the business and properties of Innosearch or afford any such party 
access to the properties, books or records of Innosearch or otherwise assist 
or encourage any such party in connection with the foregoing, or (C) furnish 
or cause to be furnished any information concerning the business, financial 
conditions, operations, properties or prospects of Innosearch to another 
person, having any actual or prospective role with respect to any such 
transaction.  The foregoing will be subject at all times to the right and 
ability of the directors and officers of Innosearch to satisfy their 
fiduciary obligations.

               (iii) Innosearch shall notify BARRA of the details of any 
indication of interest of any person, corporation, firm, association or group 
to acquire by any means a five percent (5%) or greater interest in, or a 
substantial portion of Innosearch or engage in any Business Combination with 
Innosearch within two business days of any such indication of interest.

          (j)  ACCESS TO PROPERTIES, BOOKS AND RECORDS.  Prior to the Closing 
Date, Innosearch shall give BARRA and its counsel and accountants full 
access, during normal business hours and upon reasonable request, to all of 
its properties, books, contracts, commitments and records including, but not 
limited to, the corporate, financial and operational records, papers, 
reports, instructions, procedures, tax returns and filings, tax settlement 
letters, material contracts or commitments, regulatory examinations and 
correspondence and shall allow BARRA to make copies of such materials (to the 
extent not legally prohibited) and shall furnish BARRA with all such 
information concerning its affairs as BARRA may reasonably request.  
Innosearch shall also cause Sheehan & Company ("Sheehan") to make available 
to BARRA, its accountants, counsel and other agents, to the extent reasonably 
requested in connection with such review, Sheehan work papers and 
documentation relating to its work papers and its audits and reviews of the 
books and records of Innosearch.  Documents requested pursuant to this 3.2(j) 
that are protected pursuant to confidentiality agreements or are subject to 
attorney-client privilege ("Innosearch Confidential Documents") shall not be 
subject to this Section 3.2. Notwithstanding the foregoing, Innosearch shall 
disclose to BARRA the general subject matter of the Innosearch Confidential  
Documents, and any matter therein which would have a material adverse effect 
on this transaction or on the business or financial performance of Innosearch 
on Schedule 3.2(j).  Client files that are protected pursuant to 
confidentiality agreements signed with Innosearch, pursuant to fiduciary 
obligations to maintain confidentiality under the Advisers Act (as defined in 
Section 4.8(a) or are subject to attorney-client privilege shall not be 
subject to this Section 3.2(j) ("Innosearch Confidential Files"). 
Notwithstanding the foregoing, the Innosearch Shareholders shall 


                                       87
<PAGE>

disclose to BARRA on attached Schedule 3.2(j) the general subject matter of 
the Innosearch Confidential Files and any matter therein which would have a 
material adverse effect on this transaction.

          (k)  EMPLOYEE WELFARE BENEFIT PLANS.  Innosearch agrees that 
Innosearch's employee welfare benefit plans, as that term is used in Section 
3(k) of the Employee Retirement Income Security Act of 1974, as amended 
("ERISA"), may be continued or merged into BARRA's welfare benefit plans, on 
or after the Closing Date, as determined by BARRA in its sole discretion, 
subject to compliance with applicable law and the terms of the plans.  
Attached hereto as Schedule 3.2(k) of the Innosearch Disclosure Statement is 
a list of all of Innosearch's employee welfare benefit plans.

          (l)  LITIGATION DEVELOPMENTS.  Innosearch agrees to promptly advise 
BARRA with respect to any and all material legal actions or other material 
proceedings or investigations against Innosearch or such subsidiaries and to 
promptly advise BARRA with respect to any significant developments arising in 
connection with said actions, proceedings or investigations.

          (m)  EMPLOYMENT.  Neither Innosearch nor the Innosearch 
Shareholders, shall solicit any of the officers or directors of BARRA or its 
subsidiaries to leave their employment with BARRA or its subsidiaries, 
without obtaining the prior written consent of BARRA.

     17.3 COVENANTS OF THE PARTIES.  Each party shall use its best efforts to 
cause its officers, directors, employees, auditors, agents, and attorneys to 
cooperate with the other in the reasonable requests for information by the 
other parties hereto.  In addition, the parties acknowledge and confirm the 
terms of a confidentiality letter dated December 26, 1996 between BARRA and 
the Updata Group, Inc., and a confidentiality letter dated February 4, 1997 
between BARRA and GAT which provisions shall remain in effect in accordance 
with their terms.

18.  REPRESENTATIONS AND WARRANTIES OF THE INNOSEARCH SHAREHOLDERS.

     Each of the Innosearch Shareholders jointly and severally represents and 
warrants to BARRA that except as disclosed to BARRA in writing on a separate 
disclosure statement attached hereto (the "Innosearch Disclosure Statement") 
which Innosearch Disclosure Statement shall be deemed to be representations 
and warranties to the appropriately cross-referenced sections as if made 
hereunder:

     18.1 CORPORATE STATUS AND POWER TO ENTER INTO AGREEMENTS.  Innosearch 
(i) is a corporation duly organized, validly existing and in good standing 
under the laws of its respective jurisdiction of organization, (ii) is not 
subject to any order (formal or informal) or agreement, of the Securities and 
Exchange Commission ("SEC") or any other regulatory authority having 
jurisdiction over its business or any of its assets or properties, and (iii) 
is 


                                       88
<PAGE>

in full compliance with any agreements, understandings or orders of the SEC 
or any other regulatory authority having jurisdiction over its business or 
any of its assets or properties. Innosearch is duly qualified to do business 
as a foreign corporation under the laws of each jurisdiction in which the 
conduct of its business requires such qualification or license, and where 
failure to be so qualified would have a material adverse effect on it, and 
each such jurisdiction is set forth on Schedule 4.1 of the Innosearch 
Disclosure Statement.

     18.2 EXECUTION AND DELIVERY OF THE AGREEMENT.  

          (a)  The execution and delivery by the Innosearch Shareholders of 
this Agreement and the consummation of the transactions described herein (A) 
do not violate any provision of the Certificate of Incorporation or Bylaws of 
Innosearch, any provision of federal or state law or any governmental rule or 
regulation (assuming (1) receipt of the Government Approvals, (2) receipt of 
appropriate permits or approvals under applicable federal and state 
securities laws, and (3) accuracy of the representations of BARRA set forth 
herein), and do not require any consent of any person under, conflict with or 
result in a breach of, or accelerate the performance required by any of the 
terms of any material debt instrument, lease, license, covenant, agreement or 
understanding to which Innosearch is a party or by which it is bound or any 
order, ruling, decree, judgment, arbitration award or stipulation to which 
Innosearch is subject, or constitute a material default thereunder or result 
in the creation of any lien, claim, security interest, encumbrance, charge, 
restriction or similar right of any third party upon any of the properties or 
assets of Innosearch.

          (b)  Each Innosearch Shareholder has now, and will have at the 
Closing Date, all requisite legal and (if applicable) corporate, trust or 
partnership power to enter into this Agreement, to receive the BARRA Shares 
and/or cash in exchange for Innosearch Shares hereunder and to perform its 
obligations under the terms of this Agreement.

          (c)  This Agreement when executed and delivered by each Innosearch 
Shareholder will constitute a valid and legally binding obligation of such 
Innosearch Shareholder, enforceable in accordance with its terms, except as 
enforcement may be limited by applicable bankruptcy laws or other similar 
laws affecting creditors' rights generally, and except that the availability 
of equitable remedies may be limited.

     18.3 SUBSIDIARIES AND OTHER EQUITY INTERESTS.  Innosearch does not own, 
directly or indirectly, any interest in any other corporation, partnership, 
association, joint venture or other business entity.

     18.4 CERTIFICATE, BYLAWS, BOOKS AND RECORDS.  The copies of the 
Certificate of Incorporation and Bylaws of Innosearch to be delivered to 
BARRA prior to the date hereof are complete and accurate copies thereof as in 
effect on the date hereof. The minute books of Innosearch made available to 
BARRA contain an accurate record of all resolutions of the Board of Directors 
(and committees thereof) and Stockholders of Innosearch.  The Certificate of 
Incorporation and Bylaws of Innosearch and all amendments thereto have 


                                       89
<PAGE>

been duly approved by all requisite corporate action and by the appropriate 
regulatory authority to the extent required by law and each Certificate of 
Incorporation has been duly filed with all appropriate governmental agencies.

     18.5 COMPLIANCE WITH LAWS, REGULATIONS AND DECREES.  Innosearch (i) has 
the corporate power to own or lease its properties and to conduct its 
business as currently conducted, (ii) has complied with, and is not in 
default of any laws, regulations, ordinances, orders or decrees applicable to 
the conduct of its business and the ownership of its properties, other than 
where such noncompliance or default is not likely to result in a material 
limitation on the conduct of its business or is not likely to otherwise have 
a material adverse effect on Innosearch (iii) has not failed to file with the 
proper federal, state, local or other authorities any material report or 
other document required to be so filed, (iv) has all material approvals, 
authorizations, consents, licenses, clearances and orders of, and has 
currently effective all registrations with, all governmental and regulatory 
authorities which are necessary to the business and operations of Innosearch 
as now being conducted, and (v) has received no notification, formally or 
informally, from any agency or department of any federal, state or local 
government or any regulatory agency or the staff thereof (A) asserting that 
Innosearch is not in material compliance with any of the statutes, 
regulations or ordinances which such government or regulatory authority 
enforces, or (B) threatening to revoke any licenses, franchise, permit or 
governmental authorization of Innosearch.

     18.6 CAPITALIZATION.  The authorized capital stock of Innosearch 
consists of ten thousand (10,000) shares of Innosearch Common Stock, ten 
cents ($.10) par value per share, of which eight hundred seventy (870) shares 
are duly authorized, validly existing, fully paid and nonassessable and 
currently outstanding. Such stock has been issued in compliance with all 
applicable registration or qualification provisions of state and federal 
securities laws.  No other securities of Innosearch are outstanding. There 
are no outstanding (i) options, agreements, calls or commitments of any 
character which would obligate Innosearch to issue, sell, pledge, assign or 
otherwise encumber or dispose of, or to purchase, redeem or otherwise 
acquire, any Innosearch Common Stock or any other equity security of 
Innosearch, or (ii) warrants or options relating to, rights to acquire, or 
debt or equity securities convertible into, shares of Innosearch Common Stock 
or any other equity security of Innosearch.  Attached hereto on Schedule 4.6 
of the Innosearch Disclosure Statement is a list as of the date of this 
Agreement of all stockholders of Innosearch and their respective number of 
shares and percentage of ownership in Innosearch.

     18.7 FINANCIAL STATEMENTS.

          (a)  Innosearch has delivered to BARRA true and correct copies of 
consolidated statements of income, changes in stockholders' equity and 
statements of cash flows for the fiscal years ended March 31, 1996, 1995 and 
1994, and consolidated balance sheets at March 31, 1996, 1995 and 1994. Such 
consolidated financial statements have been 


                                       90
<PAGE>

audited by Sheehan & Company as independent public accountants for Innosearch 
during the relevant periods, and include or shall include an opinion of such 
accounting firm to the effect that such financial statements have been 
prepared in accordance with generally accepted accounting principles applied 
on a consistent basis during the periods involved ("GAAP") and present 
fairly, in all material respects, the consolidated financial position, 
results of operations and cash flows of Innosearch at the dates indicated and 
for the periods then ending.  The opinion of such accounting firm does not 
and shall not contain any qualifications.  Such consolidated financial 
statements for the fiscal years ended March 31, 1994, 1995 and 1996 have been 
reviewed by Sheehan & Company and have been prepared in accordance with GAAP 
and present fairly, in all material respects, the consolidated financial 
position, results of operation and cash flows of Innosearch at the dates 
indicated and for the periods then ending.

          (b)  Innosearch has delivered to BARRA true and correct copies of 
unaudited consolidated statements of income, for the one-month periods from 
April 30, 1996 through December 31, 1996 and unaudited consolidated balance 
sheet at December 31, 1996.  From the date hereof through the Closing Date, 
Innosearch will continue to prepare unaudited consolidated financial 
statements on a monthly basis and will deliver the same to BARRA no later 
than 30 days after the end of each month.  All such unaudited monthly 
consolidated financial statements have been prepared in accordance with GAAP 
and present fairly, in all material respects, the consolidated financial 
position, results of operation and cash flows of Innosearch at the dates 
indicated and for the periods then ending subject to normal year-end 
adjustments, and the absence of certain notes thereto none of which will be 
material.

          (c)  Innosearch has delivered or shall deliver to BARRA true and 
complete copies of Innosearch's communications which were sent jointly to 
shareholders during the last three years.

     18.8 GOVERNMENT REGULATION.

          (a)  Innosearch is not registered as an investment adviser under 
the Investment Advisers Act of 1940 (the "Advisers Act"), is not required to 
so register, and has obtained a No-Action Letter from the Securities and 
Exchange Commission, dated August 13, 1985, concerning its failure to so 
register, a copy of which is attached hereto as Schedule 4.8(a)A. Innosearch 
has not registered as an investment adviser in any states and is in 
compliance with all state laws requiring registration, licensing or 
qualification as an investment adviser through available exemptions thereto.  
Innosearch has filed all reports required to be filed by it under the 
Exchange Act (including Sections 13(d), (f) and (g) thereof) and rules 
promulgated thereunder and all applicable state laws and regulations.  All 
filings required to be made by Innosearch as described in this Section 4.8 
are hereafter referred to as the "Innosearch SEC Documents."  Attached hereto 
as Schedule 4.8(a)B of the Innosearch Disclosure Statement is a schedule 
which identifies the examination and/or 


                                       91
<PAGE>

certification qualifications of each adviser representative of Innosearch.  
The Innosearch SEC Documents comply in all material respects with the 
applicable requirements of the 1940 Acts, and none of the Innosearch SEC 
Documents contains any untrue statement of a material fact or omits to state 
a material fact required to be stated therein or necessary in order to make 
the statements made therein, in light of the circumstances under which they 
were made, not misleading except to the extent corrected by a subsequently 
filed Innosearch SEC Document.  To the extent financial statements are 
required in the Innosearch SEC Documents, such financial statements of 
Innosearch included in the Innosearch SEC Documents comply as to form in all 
material respects with applicable accounting requirements and with the 
published rules and regulations of the SEC with respect thereto, have been 
prepared in accordance with GAAP (except as may be indicated in the notes 
thereto or, in the case of unaudited statements, as permitted by the rules 
and regulations of the SEC) and fairly present the financial positions of 
Innosearch as at the dates thereof and the consolidated results of their 
operations and changes in financial position for the periods then ended 
(subject in the case of unaudited statements, to normal recurring audit 
adjustments).

          (b)  Innosearch is not an "investment company" within the meaning 
of the Investment Company Act of 1940 (the "Company Act"), which is required 
to be registered under the Company Act in order to engage in the transactions 
described in Section 7 of that Act. Innosearch is not a "broker" or "dealer" 
within the meaning of the Exchange Act.  Copies of all inspection reports or 
similar documents furnished to Innosearch by the SEC or state regulatory 
authorities since January 1,  1993, are listed on Schedule 4.8(b) of the 
Innosearch Disclosure Statement and copies thereof have been provided to 
BARRA.  Innosearch is not required to disclose any information to clients 
under Rule 206(4)-4 promulgated under the Advisers Act.

          (c)  Except with respect to the entities listed on Schedule 
4.8(c)(A) of the Innosearch Disclosure Statement attached hereto (each a 
"Fund" and collectively the "Funds"), Innosearch does not act as investment 
adviser or subadviser to any "investment company," as defined in the Company 
Act, which is registered under such Act.  Innosearch has a written investment 
advisory agreement with each Fund pursuant to which Innosearch serves as 
investment adviser to each Fund and has delivered to BARRA true and complete 
copies of such agreements; attached hereto as Schedule 4.8(c)(B) of the 
Innosearch Disclosure Statement is a list of all such agreements. Each such 
agreement is in full force and effect, Innosearch is not in default 
thereunder and to the best knowledge of Innosearch, no Fund that is a party 
thereto is in default thereunder.

          (d)  Neither Innosearch nor any other "interested person" of 
Innosearch as such term is defined in the Advisers Act, receives or is 
entitled to receive any compensation directly or indirectly (a) from any 
person in connection with the purchase or sale of securities or other 
property to, from or on behalf of any of the Funds, other than bona fide 


                                       92
<PAGE>

ordinary compensation as principal underwriter for the Funds or (b) from the 
Funds or its Stockholders for other than bona fide investment advisory 
services, or other services.

     18.9 CODE OF ETHICS.  Innosearch has adopted a formal code of ethics, a 
true, complete and accurate copy of which has been provided to BARRA.  The 
policies of Innosearch with respect to avoiding conflicts of interest are as 
set forth in it's Form ADV, as amended, which have been delivered to BARRA.  
There have been no material instances of non-compliance with such policies 
since their adoption, except as listed on the Innosearch Disclosure Statement.

     18.10 TAX RETURNS.  Innosearch has timely filed all federal, state, 
county, local and foreign tax returns required to be filed by it, including 
without limitation, estimated tax, use tax, excise tax, real property and 
personal property tax reports and returns, employer's withholding tax 
returns, other withholding tax returns and Federal Unemployment Tax Returns, 
and all other reports or other information required or requested to be filed 
by it, and each such return, report or other information was, when filed, 
complete and accurate in all material respects.  Innosearch has paid all 
taxes, fees and other governmental charges, including any interest and 
penalties thereon, when they have become due and payable, except those that 
are being contested in good faith, which contested matters are identified and 
described on Schedule 4.10 of the Innosearch Disclosure Statement attached 
hereto. Innosearch has not given any currently effective waivers extending 
the statutory period of limitation applicable to any tax return required to 
be filed by it for any period.  There are no claims pending against 
Innosearch for any alleged deficiency in the payment of any taxes, and no 
pending or threatened audits, investigations or claims for unpaid taxes or 
relating to any liability in respect of any taxes.  Innosearch has delivered 
to BARRA all of its and Innosearch's tax returns with respect to taxes 
payable to the United States of America and the State of New York for fiscal 
years ended March 31, 1996, 1995, 1994, 1993 and 1992.

     18.11 MATERIAL ADVERSE CHANGE.  Since December 31, 1996, there has been 
(i) no adverse change which is material to the business, assets, licenses, 
permits, franchises, results of operations or financial condition of 
Innosearch (whether or not in the ordinary course of business), (ii) no 
change in any of the assets, licenses, permits or franchises of Innosearch or 
that has had or to the Innosearch Shareholder's knowledge can reasonably be 
expected to have a material adverse effect on any of the items listed in 
Section 4.8 above, (iii) no damage, destruction or other casualty loss 
(whether or not covered by insurance) that has had or can reasonably be 
expected to have a material adverse effect on any of the items listed in 
Section 4.8 above, (iv) no amendment, modification, or termination of any 
existing, or entering into of any new, contract, agreement, plan lease, 
license, permit or franchise that is material to the business, financial 
condition, assets, liabilities or operations of Innosearch, except in the 
Ordinary Course of Business; (v) no disposition by Innosearch of one or more 
assets that, individually or in the aggregate, are material to Innosearch 
except sales of assets in the Ordinary Course of Business.


                                       93
<PAGE>

     18.12 NO UNDISCLOSED LIABILITIES.  Except for items for which reserves 
have been established in the audited consolidated balance sheets of 
Innosearch as of March 31, 1996, and listed on Schedule 4.12 of the 
Innosearch Disclosure Statement attached hereto, since such date Innosearch 
has not incurred or discharged, and is not legally obligated with respect to, 
any indebtedness, liability (including, without limitation, a liability 
arising out of an indemnification, guarantee, hold harmless or similar 
arrangement) or obligation (accrued or contingent, whether due or to become 
due, and whether or not subordinated to the claims of its general creditors), 
other than as a result of operations in the Ordinary Course of Business.  
Innosearch is not in default under any outstanding debt obligation. No 
agreement pursuant to which any assets have been or will be sold by 
Innosearch entitles the buyer of such assets, unless there is material breach 
of a representation or covenant by Innosearch, to cause Innosearch to 
repurchase such asset or to pursue any other form of recourse against 
Innosearch.  Innosearch has not made nor shall make any representations or 
covenants in any such agreement that contained or shall contain any untrue 
statement of a material fact or omitted or shall omit to state a material 
fact necessary in order to make the statements contained therein, in light of 
the circumstances under which such representations and/or covenants were made 
or shall be made, not misleading.  No cash, stock or other dividend or any 
other distribution with respect to the stock of Innosearch has been declared, 
set aside or paid, nor have any Innosearch Shares of the stock of Innosearch 
been purchased, redeemed or otherwise acquired, directly or indirectly, by 
Innosearch since March 31, 1996.

     18.13 PROPERTIES AND LEASES.  

          (a)  Innosearch has good and marketable title, free and clear of 
all liens and encumbrances and the right of possession, subject to existing 
leaseholds, to all real properties and good title to all other tangible 
property and assets, reflected in the Innosearch consolidated balance sheet 
as of March 31, 1996 (except property held as lessee under leases entered 
into since March 31, 1996 and as set forth on Schedule 4.13(a) of the 
Innosearch Disclosure Statement attached hereto and except personal property 
sold or otherwise disposed of since March 31, 1996 in the Ordinary Course of 
Business).  All tangible properties of Innosearch conform in all material 
respects with all applicable ordinances, regulations and zoning laws.  All 
material tangible properties of Innosearch are in a good state of maintenance 
and repair and are adequate for the current business of Innosearch.  No 
properties of Innosearch, and no properties in which they hold a collateral 
or contingent interest or purchase option, are the subject of any pending or 
threatened investigation, claim or proceeding relating to the use, storage or 
disposal on such property of or contamination of such property by any toxic 
or hazardous waste material or substance.  Innosearch does not own, possess 
or have a collateral or contingent interest or purchase option in any 
properties or other assets which contain or have located within or thereon 
any hazardous or toxic waste material or substance unless the location of 
such hazardous or toxic waste material or other substance or its use thereon 
conforms in all material respects with all federal, state and local laws, 
rules, regulations or other provisions 


                                       94
<PAGE>

regulating the discharge of materials into the environment.  As to any asset 
not owned or leased by Innosearch, Innosearch has not controlled, directed or 
participated in the operation or management of any such assets or any 
facilities or enterprise conducted thereon, such that it has become an owner 
or operator of such asset under applicable environmental laws.

          (b)  All properties held by Innosearch under leases are held under 
valid, binding and enforceable leases, assuming such leases have been duly 
authorized by all necessary corporate action on the part of the other parties 
to such leases, with such exceptions as are not material and do not interfere 
with the conduct of the business of Innosearch, and Innosearch enjoys quiet 
and peaceful possession of such leased property.  A list of each property 
held by Innosearch under lease is attached hereto as Schedule 4.13(b) of the 
Innosearch Disclosure Statement. Innosearch is not in default in any material 
respect under any material lease, agreement or obligation regarding its 
properties to which it is a party or by which it is bound.

          (c)  None of Innosearch's and/or Innosearch's rights and 
obligations under the leases referred to in Section 4.13(b) above require the 
consent of any other party to the transaction contemplated by this Agreement. 
Where such consent is required, Innosearch shall use all commercially 
reasonable efforts to obtain, prior to the Closing Date, the consent of all 
parties to any such transactions.

     18.14 PATENTS, COPYRIGHTS, TRADEMARKS.  Each of GAT and Innosearch has 
exclusive right, title and interest in and to, or adequate licenses, rights, 
purchase options, assignments and/or releases with respect to the foregoing, 
all of the intangible property, including all patents, trademarks, service 
marks, trade names, copyrights, trade secrets and other proprietary rights 
(collectively, "Proprietary Rights"), necessary for its business as now 
conducted and as currently proposed to be conducted, and neither GAT nor 
Innosearch has not received any notice or claim of, nor does it have any 
knowledge of, any infringement or misappropriation by GAT or Innosearch of 
the asserted rights of others. All assignments and agreements relating to 
Proprietary Rights to which GAT and/or Innosearch is a party constitute 
legal, valid and binding obligations of the respective parties thereto and 
are enforceable in accordance with their respective terms, assuming such 
assignments and agreements have been duly authorized by all necessary 
corporate action on the part of the other parties to such assignments and 
agreements, and except as limited by bankruptcy and other laws of general 
application affecting the rights and remedies of creditors generally and 
except insofar as the availability of equitable remedies may be limited.  
Neither GAT nor Innosearch is aware of any material infringement or 
misappropriation by others of any of its Proprietary Rights.  Each of GAT and 
Innosearch and have taken all steps necessary to establish and maintain its 
ownership of or interest in the Proprietary Rights.  Attached hereto as 
Schedule 4.14 of the Innosearch Disclosure Statement is a true and correct 
list for each of GAT and Innosearch of all material:  (i) Proprietary Rights 
(excluding trade secrets); (ii) registrations and applications for GAT's 


                                       95
<PAGE>

and/or Innosearch's copyrights and trademarks; (iii) the trademarks under 
which, and the countries in which, GAT and/or Innosearch sells or intends to 
sell products; (iv) all availability searches conducted for GAT's or 
Innosearch's trademarks; and (v) all Office Actions issued by the U.S. Patent 
and Trademark Office and any equivalent office outside the U.S. relating to 
Innosearch's or GAT's trademarks.  The material products and processes in 
which GAT and/or Innosearch claims trade secret protection have been 
independently disclosed in writing to BARRA as of the date hereof.  
Innosearch acknowledges and agrees that GAT has independently developed its 
Decision and Precision products and all of the other GAT Proprietary Rights 
listed on Schedule 4.14 and none of such products or Proprietary Rights 
infringes any rights of any third party (including, without limitation, 
Innosearch or Yamaichi).  Innosearch further acknowledges and agrees that GAT 
has exclusive right, title and interest in and to the Decision and Precision 
products, and may develop, market, license and otherwise use such Decision 
and Precision products without payment of any royalties or fees to any third 
parties (including, without limitation, Innosearch or Yamaichi).

     18.15 MATERIAL CONTRACTS.  Except as set forth on Schedule 4.15 of the 
Innosearch Disclosure Statement attached hereto, Innosearch is not a party to 
or bound by any contract or other agreement made in the Ordinary Course of 
Business which involves aggregate future payments by or to it of $5,000 or 
more, and which is made for a fixed period expiring more than one year from 
the date hereof, and Innosearch is not a party to or bound by any agreement 
not made in the Ordinary Course of Business which is to be performed at or 
after the date hereof.  Each of the contracts and agreements disclosed to 
BARRA pursuant to this Section 4.15 is a legal and binding obligation of 
Innosearch (subject to applicable bankruptcy, insolvency and similar laws 
affecting creditors' rights generally and subject, as to enforceability, to 
equitable principles of general applicability), and no material breach or 
default by Innosearch, to the best of Innosearch's knowledge, exists with 
respect thereto.  No power of attorney or similar authorization given 
directly or indirectly by Innosearch is currently outstanding.

     18.16 EMPLOYMENT CONTRACTS AND BENEFITS.

          (a)  Attached hereto as Schedule 4.16 of the Innosearch Disclosure 
Statement is an accurate list setting forth all bonus, incentive 
compensation, profit-sharing, pension, retirement, stock purchase, stock 
option, deferred compensation, severance, hospitalization, medical, dental, 
vision, group insurance, death benefits, disability and other fringe benefit 
plans, trust agreements, arrangements and commitments of Innosearch 
(including but not limited to such plans, agreements, arrangements and 
commitments applicable to former employees or retired employees, or for which 
such persons are eligible), if any.  Copies of all such plans, agreements, 
arrangements and commitments that are documented and in effect on the date 
hereof and any and all contracts of employment in effect on the date hereof 
have been delivered to BARRA.


                                       96
<PAGE>

          (b)  With respect to each employee benefit plan (as defined in 
Section 3(3) of ERISA) which is listed on Schedule 4.16 of the Innosearch 
Disclosure Statement and which is subject to the reporting, disclosure and 
record retention requirements set forth in the IRC and Part I of Subtitle B 
of Title I of ERISA and the regulations thereunder, each of such requirements 
has been fully met in all material respects and on a timely basis.

          (c)  With respect to each employee benefit plan (as defined in 
Section 3(3) of ERISA) which is listed on Schedule 4.16 of the Innosearch 
Disclosure Statement and which is subject to Part 4 of Subtitle B of Title I 
of ERISA, none of the following now exists or has existed within the six-year 
period ending on the date hereof:

               (i)  Any act or omission constituting a material violation of 
Section 402 of ERISA;

               (ii) Any act or omission constituting a violation of Section 
403 of ERISA;

               (iii) Any act or omission by Innosearch or any of its 
subsidiaries, or by any director, officer or employee thereof, constituting a 
violation of Sections 404 and 405 of ERISA;

               (iv) To the best of Innosearch's knowledge, any act or 
omission by any other person constituting a violation of Sections 404 or 405 
of ERISA;

               (v)  Any act or omission which constitutes a material 
violation of Sections 406 or 407 of ERISA and is not exempted by Section 408 
of ERISA or which constitutes a violation of Section 4975(c) of the IRC and 
is not exempted by Section 4975(d) of the IRC; or

               (vi) Any act or omission constituting a violation of Sections 
503, 510 or 511 of ERISA.

          (d)  All contributions, premiums or other payments due from 
Innosearch as of December 31, 1996 to (or under) any plan listed on Schedule 
4.16 of the Innosearch Disclosure Statement have been fully paid or 
adequately provided for on the unaudited financial statements of Innosearch 
for the period ended December 31, 1996.  All accruals thereon (including, 
where appropriate, proportional accruals for partial periods) have been made 
in accordance with GAAP consistently applied on a reasonable basis.

          (e)  Each plan listed on Schedule 4.16 of the Innosearch Disclosure 
Statement complies in all material respects with all applicable requirements 
of (A) the Age Discrimination in Employment Act of 1967, as amended, and the 
regulations thereunder and (B) Title VII of the Civil Rights Act of 1964, as 
amended, and the regulations thereunder.


                                       97
<PAGE>

          (f)  Each plan listed on Schedule 416 of the Innosearch Disclosure 
Statement complies in all material respects with all applicable requirements 
of the health care continuation coverage provisions of the Consolidated 
Omnibus Budget Reconciliation Act of 1985, and the regulations thereunder.

          (g)  Attached hereto as Schedule 4.16 of the Innosearch Disclosure 
Statement is a list of the names of each director, officer and employee of 
Innosearch.

     18.17 COMPLIANCE WITH ERISA.  Innosearch has neither maintained nor 
contributed to an employee pension benefit plan, as defined in Section 3(2) 
of ERISA, including multi-employer plans. 

     18.18 COLLECTIVE BARGAINING AND EMPLOYMENT AGREEMENTS.  Innosearch does 
not have any union or collective bargaining or written employment agreements, 
contracts or other agreements with any labor organization or with any member 
of management, or any management or consultation agreement not terminable at 
will by Innosearch without liability and no such contract or agreement is 
under discussion by management with, any group of employees, any member of 
management or any other person. Each of Innosearch's employees is terminable 
at will by Innosearch without liability.  There are no material controversies 
pending between Innosearch and any current or former employees, and to the 
best of Innosearch's knowledge, there are no efforts presently being made by 
any labor union seeking to organize any of such employees.

     18.19 COMPENSATION OF OFFICERS AND EMPLOYEES.  Except as set forth on 
the Employee List, which has been delivered to BARRA pursuant to Section 
3.2(f), (i) no officer or employee of Innosearch is receiving aggregate 
direct remuneration at a rate exceeding $3,000 per annum, and (ii) except as 
provided in this Agreement, the consummation of the transactions contemplated 
by this Agreement will not (either alone or upon the occurrence of any 
additional or further acts or events) result in any additional payment 
(whether of severance pay or otherwise) becoming due from Innosearch, or 
BARRA to any employee of Innosearch.

     18.20 LEGAL ACTIONS AND PROCEEDINGS.  Innosearch is not a party to, or 
threatened with, any legal action or other proceeding or investigation before 
any court, any arbitrator of any kind or any government agency, and to the 
best of the Innosearch Shareholders' knowledge, Innosearch is not subject to 
any potential adverse claim, the outcome of which could involve the payment 
or receipt by Innosearch of any amount in excess of $25,000, or $50,000 for 
all claims in the aggregate.  There is no labor dispute, strike, slow-down or 
stoppage pending or, to the best of the knowledge of Innosearch, threatened 
against Innosearch.

     18.21 RETENTION OF BROKER OR CONSULTANT.  No broker, agent, finder, 
consultant or other party (other than legal, compliance, loan auditors, 
accounting advisors, Sheehan and the Updata Group, Inc.) has been retained by 
Innosearch or is entitled to be paid based upon 


                                       98
<PAGE>

any agreements, arrangements or understandings made by Innosearch in 
connection with any of the transactions contemplated by this Agreement.

     18.22 INSURANCE.  Innosearch is, and has been continuously since January 
1, 1993, insured with reputable insurers against all risks normally insured 
against by companies similarly situated, and all of the insurance policies 
and bonds maintained by Innosearch are in full force and effect, Innosearch 
is not in default thereunder and all material claims thereunder have been 
filed in due and timely fashion. In the judgment of the management of 
Innosearch, such insurance coverage is adequate for Innosearch. Since 
December 31, 1996, there has not been any damage to, destruction of, or loss 
of any assets of Innosearch not covered by insurance.

     18.23 TRANSACTIONS WITH AFFILIATES.  Since December 31, 1996, Innosearch 
has not extended credit, committed to extend credit, or transferred any asset 
to or assumed or guaranteed any liability of each other or of the employees, 
stockholders or directors of Innosearch, or any spouse or child of any of 
them, or to any of their "affiliates" or "associates" as such terms are 
defined in Rule 405 under Regulation C of the Securities Act, except for (i) 
expenses in the Ordinary Course of Business not to exceed $2,000 in each 
individual instance and $5,000 in the aggregate and (ii) extensions of credit 
made by Innosearch and/or GAT to each other, as set forth in Schedule 4.23.  
All intercompany extensions of credit and other loans between GAT and 
Innosearch and their affiliates and associates have been made with all 
requisite consents and approvals.  Since December 31, 1996, Innosearch has 
not entered into any other transactions with the employees or directors of 
Innosearch or any spouse or child of any of them, or any of their affiliates 
or associates.

     18.24 TRADING IN BARRA COMMON.  The Innosearch Shareholders represent 
that they have not, either individually, jointly or collectively, during the 
period constituting twenty (20) trading days prior to the date hereof, either 
directly or indirectly, bought or sold, or otherwise effected any trade in 
any shares of BARRA Common, or any security derivative of BARRA Common.

     18.25 NO DEPARTING EMPLOYEES.  Since December 31, 1996, no employee 
listed on Schedule 4.25 on the Innosearch Disclosure Statement attached 
hereto has left the employ of Innosearch or has given notice to Innosearch of 
his or her intention to leave the employ of Innosearch nor does Innosearch 
have any knowledge that any current employee who is listed on Schedule 4.25 
intends, or more than 10% of all employees of Innosearch intend, to leave the 
employ of Innosearch, due to the transactions contemplated by this Agreement 
or otherwise. All employees who since March 31, 1996 were, or as of the 
Closing Date are, significant to the operations of Innosearch are listed on 
Schedule 4.25.

     18.26 NO LOSS OF CUSTOMERS.  Attached hereto as Schedule 4.26 is a 
current list of (i) customers and subscribers of Innosearch, including 
products and services subscribed for each customer and subscriber 
("Innosearch Customers"), (ii) a list of Innosearch Customers 


                                       99
<PAGE>

which, since December 31, 1996, have ceased to be customers or subscribers of 
Innosearch, (iii) a list of Innosearch Customers which, since December 31, 
1996, have given notice that they will cease to be customers or subscribers 
of Innosearch and (iv) a current list of Innosearch Customers which 
Innosearch has reason to know may cease to be customers or subscribers of 
Innosearch.  Since December 31, 1996 to the date of this Agreement, to the 
best knowledge of the Innosearch Shareholders, Innosearch has not lost any 
Innosearch customers which in the aggregate accounted, or would have 
accounted, for five percent (5%) or more of the gross revenues of Innosearch 
for the fiscal year ended March 31, 1997.  Since the date of signing of this 
Agreement, to the best knowledge of the Innosearch Shareholders, Innosearch 
has not lost any Innosearch Customers which in the aggregate accounted for, 
or would have accounted for, three percent (3%) or more of the gross revenues 
of Innosearch for the fiscal year ended March 31, 1997.

     18.27 COMMUNICATIONS WITH SHAREHOLDERS.  Except as disclosed to BARRA on 
Schedule 4.27 of the Innosearch Disclosure Statement, Innosearch has not made 
any written communications addressed solely and jointly to all Innosearch 
Shareholders the last three years.

     18.28 ACCURACY OF REPRESENTATIONS AND WARRANTIES.  No representation or 
warranty by Innosearch or any of the Innosearch Shareholders, and no 
statement by Innosearch or any of the Innosearch Shareholders in any 
certificates, agreements, schedules or other documents furnished in 
connection with the transactions contemplated by this Agreement, contain or 
will contain any untrue statement of a material fact or omit or will omit to 
state any material fact necessary to make such representation, warranty or 
statement not misleading to BARRA; provided however, that information as of a 
later date shall be deemed to modify information as of an earlier date. 

     18.29 PROPOSED BUSINESS COMBINATION.  Except with respect to the 
transactions contemplated by this Agreement: (i) Innosearch has not had any 
inquiries, discussions, or negotiations, nor has it received any proposals, 
letters of intent, term sheets or agreements with any third party, in 
connection with any proposed or potential Business Combination, as that term 
is defined in Section 3.2(i); (ii) Since February 4, 1997, Innosearch has not 
entered into any letter of intent, term sheet or agreement with any third 
party or made any public announcement in connection with a proposed, 
potential or actual Business Combination; and (iii) to the best of the 
Innosearch Shareholder's knowledge, neither the execution of this Agreement, 
nor the consummation of the transactions contemplated hereby, will result in 
any suit, action, investigation, claim or proceeding being commenced against 
BARRA, Innosearch, or the Surviving Corporation or their respective officers, 
directors, employees, agents or subsidiaries, or successors in interest.

     18.30 INNOSEARCH BALANCE SHEET.  The Innosearch Shareholders shall 
provide to BARRA a balance of sheet of Innosearch dated as March 31, 1997 
(the "3/31/97 Balance Sheet").  The 3/31/97 Balance Sheet shall have been 
prepared in accordance with GAAP 


                                       100
<PAGE>

and present fairly, in all material respects, the consolidated financial 
position of Innosearch at the date indicated, subject to normal year-end 
adjustments, and the absence of certain notes thereto, none of which notes or 
adjustments will be material.

19.  REPRESENTATIONS AND WARRANTIES OF BARRA.

     BARRA represents and warrants to the Innosearch Shareholders that:

     19.1 CORPORATE STATUS AND POWER TO ENTER INTO AGREEMENTS.  BARRA is a 
corporation duly organized, validly existing and in good standing under the 
laws of California and, subject to the approval of this Agreement and the 
transactions contemplated hereby, has all necessary corporate power to enter 
into this Agreement and the Escrow Agreement and to carry out all of the 
terms and provisions hereof and thereof to be carried out by it.

     19.2 CERTIFICATE, BYLAWS, BOOKS AND RECORDS.  The copies of the Articles 
of Incorporation and Bylaws of BARRA delivered to the Innosearch Shareholders 
prior to the date hereof are complete and accurate copies thereof as in 
effect on the date hereof.  The Articles of Incorporation and Bylaws of BARRA 
and all amendments thereto have been duly approved by all requisite corporate 
action and said Articles of Incorporation and all amendments thereto have 
been duly filed with the California Secretary of State.

     19.3 PROPERTIES.  BARRA and each of its subsidiaries each has the 
corporate power to own or lease its properties and to conduct its business as 
currently conducted.

     19.4 BARRA SEC DOCUMENTS.  All documents (other than preliminary 
material) that BARRA has filed with the SEC since March 31, 1996 and that 
BARRA shall file with the SEC after the date hereof (collectively, the "BARRA 
SEC documents") pursuant to the applicable requirements of the Securities Act 
of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 
1934, as amended (the "Exchange Act"), the Investment Advisers Act of 1940, 
as amended, and the Investment Company Act of 1940 (collectively, the "1940 
Acts"), as amended, complied in all material respects with the applicable 
requirements of the Securities Act, the Exchange Act and the 1940 Acts, and 
none of the BARRA SEC Documents contained any untrue statement of a material 
fact or omitted to state a material fact required to be stated therein or 
necessary in order to make the statements made therein, in light of the 
circumstances under which they were made, not misleading except to the extent 
corrected by a subsequently filed BARRA SEC Document.  The financial 
statements of BARRA included in the BARRA SEC Documents comply as to form in 
all material respects with applicable accounting requirements and with the 
published rules and regulations of the SEC with respect thereto, have been 
prepared in accordance with GAAP (except as may be indicated in the notes 
thereto or, in the case of unaudited statements, as permitted by the rules 
and regulations of the SEC) and fairly present the consolidated financial 
position of BARRA and its consolidated subsidiaries as at the dates thereof 
and the consolidated results of their operation and changes in financial 
position for the periods then ended (subject in the case of unaudited 
statements, to normal recurring 


                                       101
<PAGE>

audit adjustments).  Except as disclosed in the BARRA SEC Documents filed 
prior to the execution of this Agreement, or except as contemplated by this 
Agreement or on account of the transactions contemplated hereby, since the 
date of the most recent BARRA SEC Document, there has not been any material 
adverse change in the results of operations, financial condition, assets or 
business of BARRA and its subsidiaries taken as a whole.

     19.5 MATERIAL ADVERSE CHANGE.  Other than a change in financial 
condition which will result from the consummation of the transactions 
contemplated by this Agreement, there has been no material adverse change in 
the financial condition, results of operation or assets of BARRA from the 
financial condition, results of operation or assets indicated in the 
financial statements of BARRA at December 31, 1996, which financial 
statements have been heretofore provided to the Innosearch Shareholders.

     19.6 EXECUTION AND DELIVERY OF THE AGREEMENT.

          (a)  The execution and delivery of this Agreement has been duly and 
validly authorized by the Board of Directors of BARRA and this Agreement will 
be duly and validly authorized by all necessary corporate action on the part 
of BARRA.

          (b)  This Agreement has been duly executed and delivered by BARRA 
and (assuming due execution and delivery by and enforceability against the 
Innosearch Shareholders) constitute legal and binding obligations of BARRA, 
enforceable in accordance with their terms, except as enforcement may be 
limited by applicable bankruptcy laws and other similar laws affecting 
creditors' rights generally, and except that the availability of equitable 
remedies may be limited.

          (c)  The execution and delivery by BARRA of this Agreement and the 
consummation of the transactions described herein (i) do not and will not 
violate any provision of the Articles of Incorporation or Bylaws of BARRA, 
any provision of federal or state law or any governmental rule or regulation 
(assuming (A) receipt of the Government Approvals, (B) receipt of appropriate 
permits or approvals under applicable state securities laws, and (C) accuracy 
of the representations and warranties of the Innosearch Shareholders as set 
forth herein), and (ii) do not require any consent of any person under, 
conflict with or result in a breach of, or accelerate the performance 
required by any of the terms of, any material debt instrument, lease, 
license, covenant, agreement or understanding to which BARRA is a party or by 
which it is bound or any order, ruling, decree, judgment, arbitration award 
or stipulation to which BARRA is subject, or constitute a material default 
thereunder or result in the creation of any lien, claim, security interest, 
encumbrance, charge, restriction or similar right of any third party of any 
kind whatsoever upon any of the properties or assets of BARRA.

     19.7 ACCURACY OF REPRESENTATIONS AND WARRANTIES.  No representation or 
warranty by BARRA and no statement by BARRA in any certificate, agreement, 
schedule or other document furnished in connection with the transactions 
contemplated by this Agreement 


                                       102
<PAGE>

contains or will contain any untrue statement of material fact or omit or 
will omit to state any material fact necessary to make such representation, 
warranty or statement not misleading to the Innosearch Shareholders; 
PROVIDED, HOWEVER, that information as of a later date shall be deemed to 
modify information as of an earlier date.

     19.8 CAPITALIZATION.  As of March 31, 1997, the authorized capital stock 
of BARRA consisted of (i) 40,000,000 shares of common stock, no par value, of 
which 8,417,314 shares were issued and outstanding and (ii) 10,000,000 shares 
of preferred stock, no par value of which none were issued and outstanding.  
As of March 31, 1997, there were 2,200,000 shares of BARRA Common, no par 
value, authorized for issuance upon exercise of stock options granted or to 
be granted pursuant to the BARRA Stock Option Plan, and options to purchase 
1,691,540 shares were outstanding.  As of March 31, 1997, there were 30,257 
shares of BARRA Common authorized for issuance upon exercise of stock options 
granted or to be granted pursuant to the Rogers, Casey & Associates 1992 
Stock Option Plan, and options to purchase 25,415 shares were outstanding.  
As of March 31, 1997, there were 750,000 shares of Common, no par value 
authorized for issuance pursuant to the BARRA, Inc. 1996 Employee Stock 
Purchase Plan and 738,478 shares remained available for issuance under that 
plan. Pending approval of the shareholders of BARRA at the July 31, 1997 
annual meeting, the Board of Directors of BARRA has approved the 
authorization of an additional 700,000 shares of BARRA Common for issuance 
under the BARRA Stock Option Plan and has also approved the creation of a 
Stock Option Plan for the non-employee members of the Board of Directors of 
BARRA which will have 100,000 shares of BARRA Common authorized for issuance 
upon exercise of stock options granted or to be granted pursuant to the terms 
of that plan. Neither of these authorizations will be effective until they 
are approved by the Shareholders of BARRA. Other than as set forth in this 
subsection or in the BARRA SEC Documents and other than options to purchase 
BARRA Common granted since March 31, 1997 under the BARRA Stock Option Plan, 
there are no outstanding (i) options, agreements, calls or commitments of any 
character which would obligate BARRA to issue, sell, pledge, assign or 
otherwise encumber or dispose of, or to purchase, redeem or otherwise 
acquire, any BARRA Common Stock or any other equity security of BARRA, or 
(ii) warrants or options relating to, rights to acquire, or debt or equity 
securities convertible into, shares of BARRA Common Stock or any other equity 
security of BARRA.

     19.9 Duly Authorized Issuances.  All BARRA Shares will, when issued and 
delivered pursuant to and in accordance with the terms of this Agreement, be 
duly authorized, validly issued, fully paid and nonassessable.

     19.10 RETENTION OF BROKER OR CONSULTANT.  Except for Hambrecht & Quist 
LLC, no broker, agent, finder, consultant or other party (other than legal, 
compliance, loan auditors and accounting advisors) has been retained by BARRA 
or is entitled to be paid based upon any agreements, arrangements or 
understandings made by BARRA in connection with any of the transactions 
contemplated by this Agreement.


                                       103
<PAGE>

     19.11 COMPLIANCE WITH LAWS, REGULATIONS AND DECREES.  BARRA (i) has the 
corporate power to own or lease all its properties and to conduct its 
business as currently conducted, (ii) has complied with, and is not in 
default of any laws, regulations, ordinances, orders or decrees applicable to 
the conduct of its business and the ownership of its properties, other than 
where such noncompliance or default is not likely to result in a material 
limitation on the conduct of its business or is not likely to otherwise have 
a material adverse effect on BARRA and its subsidiaries taken as a whole, 
(iii) has not failed to file with the proper federal, state, local or other 
authorities any material report or other document required to be so filed, 
(iv) has all material approvals, authorizations, consents, licenses, 
clearances and orders of, and has currently effective all registrations with 
all governmental and regulatory authorities which are necessary to the 
business and operations of BARRA now being conducted, and (v) has received no 
notification, formally or informally, from any agency or department of any 
federal, state or local government or any regulatory agency or the staff 
thereof (A) asserting that BARRA is not in material compliance with any of 
the statutes, regulations or ordinances which such government or regulatory 
authority enforces, or (B) threatening to revoke any material license, 
franchise, permit or governmental authorization of BARRA.

20.  INVESTMENT REPRESENTATION.

          (a)  The BARRA Shares received by the Innosearch Shareholders 
pursuant to the terms of this Agreement (the "Securities") will be acquired 
for the Innosearch Shareholders' own account, not as a nominee or agent, and 
not with a view to the distribution of any part thereof.

          (b)  Each Innosearch Shareholder has investigated BARRA's business, 
management and financial condition, has read the BARRA SEC Documents and has 
had access to all information requested pursuant to Section 3.1(g) and to 
such other information about BARRA as such Innosearch Shareholder has deemed 
necessary or desirable to reach an informed and knowledgeable decision to 
acquire the Securities.

          (c)  Each Innosearch Shareholder understands that the Securities 
have not been registered under the Securities Act by reason of reliance upon 
certain exemptions therefrom, and that the reliance of BARRA on such 
exemptions is predicated upon, among other things, the bona fide nature of 
each Innosearch Shareholder's investment intent as expressed herein.

          (d)  Each Innosearch Shareholder is experienced in evaluating and 
investing in securities and has made investments in securities other than 
those of Innosearch.  Each Innosearch Shareholder is knowledgeable in 
business and financial matters and is capable of evaluating the merits and 
risks of an investment in BARRA.  Each Innosearch Shareholder acknowledges 
that it has the ability to bear the economic risk of its investment pursuant 
to this Agreement.


                                       104
<PAGE>

          (e)  Each Innosearch Shareholder understands that the Securities 
being purchased hereunder are restricted securities within the meaning of 
Rule 144 under the Securities Act; that the Securities are not registered and 
must be held indefinitely unless they are subsequently registered or an 
exemption from such registration is available.

          (f)  Each certificate representing the Securities when delivered to 
the Innosearch Shareholders at the Closing or upon exercise of the Yamaichi 
Option shall be endorsed with the following or substantially similar legend:

          THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN 
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 
          ACT"), OR QUALIFIED UNDER APPLICABLE STATE SECURITIES LAWS AND MAY 
          NOT BE SOLD, OFFERED FOR SALE, TRANSFERRED, PLEDGED OR 
          HYPOTHECATED (I) IN THE ABSENCE OF A REGISTRATION STATEMENT IN 
          EFFECT WITH RESPECT TO THESE SECURITIES UNDER THE 1933 ACT, AND AN 
          EFFECTIVE REGISTRATION OR QUALIFICATION OF THESE SECURITIES FOR 
          SALE UNDER ANY APPLICABLE STATE SECURITIES LAW; (II) IN THE 
          ABSENCE OF AN OPINION OF COUNSEL SATISFACTORY TO BARRA, INC. THAT 
          SUCH REGISTRATION AND QUALIFICATION ARE NOT REQUIRED; OR (III) 
          UNLESS SOLD PURSUANT TO RULE 144 OR OTHER APPLICABLE PROVISIONS OF 
          THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAW.

     Each Innosearch Shareholder agrees not to attempt any transfer of any 
such securities without first complying with the substance of said legend, 
and agrees that satisfaction of the issuer may, if BARRA so requests, depend 
in part upon an opinion of counsel reasonably acceptable in form and 
substance to the issuer, or equivalent evidence.  Each of the undersigned 
Innosearch Shareholders acknowledges, without limitation, that the foregoing 
agreement and representation shall apply to BARRA Shares delivered to such 
person as a result of the Closing.

21.  REGISTRATION RIGHTS.

     21.1 DEFINITIONS.  As used in this Section 7, the following terms shall 
have the following respective meanings:

          (a)  "EXCHANGE ACT" means the Securities Exchange Act of 1934, as 
amended, or any similar federal statute and the rules and regulations of the 
SEC thereunder, all as the same may be in effect at that time; 


                                       105
<PAGE>

          (b)  "HOLDER" means any person who holds outstanding Registrable 
Securities which have not been sold to the public, but only if such person is 
a Innosearch Shareholder as of the Closing Date.

          (c)  "REGISTER", "REGISTERED" and "REGISTRATION" mean a 
registration effected through the preparation and filing of a registration 
statement or similar document in compliance with the Securities Act and the 
declaration or ordering of effectiveness of such registration statement or 
document;

          (d)  "REGISTRABLE SECURITIES" means (i) any and all shares of BARRA 
Common issued upon conversion of the Innosearch Shares pursuant to this 
Agreement; and (ii) any and all shares of BARRA Common issued as (or issuable 
upon the conversion or exercise of any warrant, right or other security which 
is issued as) a dividend or other distribution with respect to, or in 
exchange for or in replacement of, such BARRA Common; PROVIDED, HOWEVER, that 
(a) shares of BARRA Common which are Registrable Securities shall cease to be 
Registrable Securities upon the consummation of any sale of such Innosearch 
Shares pursuant to a registration statement or Rule 144 under the Securities 
Act; and (b) shares of BARRA Common which are eligible to be sold by the 
holder thereof under Rule 144(k) under the Securities Act without numerical 
or dollar-value limitation shall cease to be Registrable Securities 
(Innosearch Shares with numerical or dollar-value limitations shall cease to 
be Registrable Securities at such times and in such dollar amounts as such 
Innosearch Shares qualify for sale under Rule 144(e)).

          (e)  "REGISTRATION EXPENSES" means all expenses incurred by BARRA 
in effecting any registration pursuant to this Agreement, including, without 
limitation, all registration, qualification and filing fees, printing 
expenses, escrow fees, fees and disbursements of counsel for BARRA, blue sky 
fees and expenses, and the expense of any special audits incident to or 
required by any such registration.

          (f)  "SECURITIES ACT" means the Securities Act of 1933, as amended, 
or any similar federal statute and the rules and regulations of the SEC 
thereunder, all as the same may be in effect at that time;

          (g)  "SELLING EXPENSES" means all underwriting discounts, selling 
commissions and stock transfer taxes applicable to the securities registered 
by the Holders. 

     21.2 BARRA REGISTRATION.

          (a)  NOTICE OF REGISTRATION.  If, at any time or from time to time 
BARRA shall determine to register any of its securities for its own account 
in connection with an offering of its securities to the general public for 
cash on a form which would permit the registration of Registrable Securities, 
BARRA will:

               (i)  promptly give to each Holder written notice thereof; and


                                       106
<PAGE>

               (ii) include in such registration (and any related 
qualification under blue sky laws or other compliance), and in any 
underwriting involved therein, the Registrable Securities specified in a 
written request or requests (subject to Section 7.3 below), made within 
twenty (20) days after mailing or personal delivery of such written notice 
from BARRA by any Holders.

     21.3 UNDERWRITING.  If the registration of which BARRA gives notice is 
for a registered public offering involving an underwriting, BARRA shall so 
advise the Holders as a part of the written notice given pursuant to Section 
7.2(a)(i).  In such event, the right of any Holder to registration pursuant 
to this Section 7 shall be conditioned upon such Holder's participation in 
such underwriting and the inclusion of such Holder's Registrable Securities 
in the underwriting to the extent provided herein. All Holders proposing to 
distribute their securities through such underwriting shall (together with 
BARRA) enter into an underwriting agreement in customary form with the 
underwriter or underwriters selected for such underwriting by BARRA.  
Notwithstanding any other provision of this Section 7, if the underwriter 
determines that marketing factors require a limitation of the number of 
Innosearch Shares to be underwritten, the underwriter may limit the number of 
Registrable Securities to be included in the registration and underwriting, 
or may exclude Registrable Securities entirely from such registration and 
underwriting.  In such event BARRA shall so advise all Holders whose 
securities would otherwise be registered and underwritten pursuant hereto, 
and the number of Innosearch Shares of Registrable Securities that may be 
included in the registration and underwriting shall be allocated among all 
Holders in proportion, as nearly as practicable, to the respective amounts of 
Registrable Securities entitled to inclusion in such registration held by 
such Holders at the time of filing the registration statement.  If any Holder 
disapproves of the terms of any such underwriting, he may elect to withdraw 
therefrom by written notice to BARRA and the underwriter provided on or 
before ten (10) days prior to the filing of the registration statement. Any 
securities excluded or withdrawn from such underwriting shall be withdrawn 
from such registration and shall not be transferred in a public distribution 
prior to 180 days after the Closing Date of the registration statement 
relating thereto.

     21.4 EXPENSES OF REGISTRATION.  All Registration Expenses incurred in 
connection with registrations, filings, qualifications or compliance pursuant 
to this Section 7 shall be borne by BARRA, and unless otherwise stated, all 
Selling Expenses relating to securities registered by the Holders shall be 
borne by the holders of such securities pro rata on the basis of the number 
of Innosearch Shares so registered.

     21.5 FURNISH INFORMATION.  It shall be a condition precedent to the 
obligations of BARRA to take any action pursuant to this Section 7 that the 
selling Holders shall furnish to BARRA such information regarding themselves, 
the Registrable Securities held by them, and the intended method of 
disposition of such securities as shall be required to effect the 
registration of their Registrable Securities.


                                       107
<PAGE>

     21.6 INDEMNIFICATION.  In the event any Registrable Securities are 
included in a registration statement under this Section 7:

          (a)  To the extent permitted by law, BARRA will indemnify and hold 
harmless each Holder, against any losses, claims, damages or liabilities 
(joint or several) to which they may become subject under the Securities Act, 
the Exchange Act or other federal or state law, insofar as such losses, 
claims, damages, or liabilities (or actions in respect thereof) arise out of 
or are based upon any of the following statements, omissions or violations 
(collectively a "Violation"):  (i) any untrue statement or alleged untrue 
statement of a material fact contained in such registration statement, 
including any preliminary prospectus or final prospectus contained therein or 
any amendments or supplements thereto; (ii) the omission or alleged omission 
to state therein a material fact required to be stated therein, or necessary 
to make the statements therein not misleading; or (iii) any violation or 
alleged violation by BARRA of the Securities Act, the Exchange Act, any state 
securities law or any rule or regulation promulgated under the Securities 
Act, the Exchange Act, other applicable law or any state securities law in 
each case to the extent (and only to the extent) that such violation occurs 
in reliance upon and in conformity with statements and materials contained in 
the registration statement filed with the Commission relating to such 
registration including any preliminary prospectus or final prospectus 
contained therein; and BARRA will reimburse each such Holder, for any legal 
or other expenses reasonably incurred by them in connection with 
investigating or defending any such loss, claim, damage, liability, or 
action; provided, however, that the indemnity agreement contained in this 
Section 7.6(a) shall not apply to amounts paid in settlement of any such 
loss, claim, damage, liability, or action if such settlement is effected 
without the consent of BARRA (which consent shall not be unreasonably 
withheld), nor shall BARRA be liable in any such case for any such loss, 
claim, damage, liability, or action to the extent that it arises out of or is 
based upon a Violation which occurs in reliance upon and in conformity with 
written information furnished expressly for use in connection with such 
registration by any such Holder. 

          (b)  To the extent permitted by law, each Holder will, if 
Registrable Securities held by such person are included in the securities as 
to which such registration, qualification or compliance is being effected, 
indemnify and hold harmless BARRA, each of its directors and officers, each 
legal counsel and independent accountant of BARRA, each person, if any, who 
controls BARRA within the meaning of the Securities Act, each underwriter 
(within the meaning of the Securities Act) of BARRA's securities covered by 
such a registration statement, and any other Holder selling securities in 
such registration statement against any losses, claims, damages, or 
liabilities (joint or several) to which BARRA, its directors, officers or 
controlling persons, any such legal counsel or independent accountant of 
BARRA, or any such underwriter, or other Holder may become subject under the 
Securities Act, the Exchange Act or other federal or state law, insofar as 
such losses, claims, damages or liabilities (or actions in respect thereto) 
arise out of or are based upon any Violation, in each case to the extent (and 
only to the extent) that such Violation 


                                       108
<PAGE>

occurs in reliance upon and in conformity with written information furnished 
by such Holder expressly for use in connection with such registration, and 
each such Holder will reimburse any legal or other expenses reasonably 
incurred by BARRA, its officers, directors, or controlling persons or any 
such underwriter or, other Holder in connection with investigating or 
defending any such loss, claim damage, liability, or action; provided, 
however, that the indemnity agreement contained in this Section 7.6(b) shall 
not apply to amounts paid in settlement of any such loss, claim, damage, 
liability or action if such settlement is effected without the consent of the 
Holder, which consent shall not be unreasonably withheld.

          (c)  Promptly after receipt by an indemnified party under this 
Section 7.6 of notice of the commencement of any action (including any 
governmental action), such indemnified party will, if a claim in respect 
thereof is to be made against any indemnifying party under this Section 7.6, 
notify the indemnifying party in writing of the commencement thereof, and the 
indemnifying party shall have the right to participate in, and, to the extent 
the indemnifying party so desires, jointly with any other indemnifying party 
similarly noticed, to assume the defense thereof with counsel mutually 
satisfactory to the parties; provided, however, that an indemnified party 
shall have the right to retain its own counsel, with the fees and expenses to 
be paid by the indemnifying party, if representation of such indemnified 
party by the counsel retained by the indemnifying party would be 
inappropriate due to actual or potential differing interests between such 
indemnified party and any other party represented by such counsel in such 
proceeding.  The failure of any indemnified party to notify an indemnifying 
party within a reasonable time of the commencement of any such action, if 
prejudicial to its ability to defend such action, shall relieve such 
indemnifying party of liability to the indemnified party under this Section 
7.6 only to the extent that such failure to give notice shall materially 
prejudice the indemnifying party in the defense of any such claim or any such 
litigation, but the omission so to notify the indemnifying party will not 
relieve it of any liability that it may have to any indemnified party 
otherwise than under this Section 7.6.

     21.7 "MARKET STAND-OFF" AGREEMENT.  Each Holder  hereby agrees that it 
will not, to the extent requested by BARRA and an underwriter of BARRA Common 
(or other securities) of BARRA sell or otherwise transfer or dispose of any 
Registrable Securities, except BARRA Common included in such registration, 
during the one hundred eighty (180) day period following the Closing Date of 
any registration statements of BARRA filed under the Securities Act.

     In order to enforce the foregoing covenant, BARRA may impose 
stop-transfer instructions with respect to the Registrable Securities of each 
Holder (and the Innosearch Shares or securities of every other person subject 
to the foregoing restriction) until the end of such 180-day period.

22.  CONDITIONS TO THE OBLIGATIONS OF BARRA.


                                       109
<PAGE>

     The obligations of BARRA under this Agreement are, at its option, 
subject to fulfillment at or prior to the Closing Date of each of the 
following conditions; PROVIDED, HOWEVER, that any one or more of such 
conditions may be waived in writing by BARRA at any time at or prior to the 
Closing Date; AND PROVIDED FURTHER, that each certificate, document, opinion 
or other writing, including the Innosearch Disclosure Statement, required to 
be delivered by the parties at the Closing, shall be provided at least five 
(5) days prior to the scheduled Closing:

     22.1 REPRESENTATIONS AND WARRANTIES.  The representations and warranties 
of the Innosearch Shareholders in Sections 4 and 6 hereof shall be true and 
correct in all material respects on the date hereof and as of the Closing 
Date, with the same effect as though such representations and warranties had 
been made on and as of such date except as to any representation or warranty 
which specifically relates to a specified date, and the representations and 
warranties shall not contain any material inaccuracies or omissions the 
circumstances as to which either individually or in the aggregate have, or 
reasonably could be expected to have, a material adverse effect on Innosearch.

     22.2 COMPLIANCE AND PERFORMANCE UNDER AGREEMENT.  Each Innosearch 
Shareholder shall have performed and complied in all material respects with 
all terms of this Agreement required to be performed or complied with by it 
at or prior to the Closing Date, including, without limitation, each of the 
covenants set forth in Section 3.2

     22.3 MATERIAL ADVERSE CHANGE.  Except as disclosed to BARRA in writing 
prior to the date hereof, no materially adverse change shall have occurred 
since December 31, 1996, in the business, financial condition or results of 
operations of Innosearch and Innosearch shall not be a party to or threatened 
with, any legal action or other proceeding before any court, any arbitrator 
of any kind or any government agency if, in the reasonable judgment of BARRA, 
such legal action or proceeding could materially adversely affect Innosearch, 
or the business, financial condition, results of operations or prospects of 
Innosearch.

     22.4 SHAREHOLDERS' CERTIFICATE.  BARRA shall have received a 
certificate, dated the Closing Date, signed by the Innosearch Shareholders, 
to the effect that the conditions in this Section 8.1, 8.2, 8.3, (to the best 
of the Innosearch Shareholders' knowledge), 8.7, 8.8, 8.9, 8.10 and 8.12 have 
been satisfied.

     22.5 NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY.  No temporary restraining 
order, preliminary or permanent injunction or other order issued by any court 
of competent jurisdiction or other legal or regulatory restraint or 
prohibition preventing the consummation of the purchase shall be in effect.

     22.6 INNOSEARCH BOARD OF DIRECTORS.  Immediately upon closing, all 
members of the Board of Directors of Innosearch representing Innosearch 
Shareholders who have executed this Agreement shall submit a letter of 
resignation, effective as of the Closing Date.


                                       110
<PAGE>

     22.7 Government Approvals.  All Government Approvals shall be in effect, 
and all conditions or requirements prescribed by law or by any such 
Government Approval shall have been satisfied; PROVIDED, HOWEVER, that no 
Government Approval shall be deemed to have been received if it shall require 
the divestiture or cessation of any of the present businesses or operations 
conducted by either of the parties hereto or shall impose any other condition 
or requirement, which divestiture, cessation, condition or requirement BARRA, 
in its reasonable judgment shall deem to be materially burdensome (in which 
case BARRA shall promptly notify Innosearch).  For purposes of this Agreement 
no condition shall be deemed to be "materially burdensome" if such condition 
would not (a) require the taking of any action materially inconsistent with 
the manner in which BARRA or Innosearch has conducted its business 
previously, (b) have a material adverse effect upon the business, financial 
condition or results of operations of BARRA or Innosearch, or (c) preclude 
satisfaction of any of the material conditions to consummation of the 
transactions contemplated by this Agreement.

     22.8 EXPENSES.  On or before the date hereof, all attorneys, 
accountants, consultants, investment bankers and other advisors and agents 
for Innosearch shall have submitted to GAT (with a copy to BARRA) estimates 
of and all invoices for their fees and expenses (including, but not limited 
to, legal, accounting and financial advisory expenses) for all services 
rendered in any respect in connection with the transactions contemplated 
hereby, (collectively, the "Innosearch Expenses").  Based on such Innosearch 
Expenses, Innosearch shall have prepared and submitted to BARRA on the date 
hereof a summary of such fees and expenses as of the date hereof (the 
"Expense Summary").  At least five (5) business days prior to the Closing 
Date, such advisors shall have submitted their final bills for such fees and 
expenses to GAT for services rendered, with a copy to be delivered to BARRA, 
and based on such summary, Innosearch shall have prepared and submitted to 
BARRA a final Expense Summary dated as of the Closing Date.

     22.9 CLOSING DOCUMENTS.  BARRA shall have received such certificates and 
other closing documents as counsel for BARRA shall reasonably request.

     22.10 CONSENTS.  Innosearch shall have received, or BARRA shall have 
satisfied itself that Innosearch will receive, all consents of other parties 
to and required by all material mortgages, notes, leases, franchises, 
agreements, licenses and permits applicable to Innosearch, including, without 
limitation, any consents required pursuant to the Advisers Act or Company Act 
and for any mortgages, notes, leases, franchises, agreements, licenses and 
permits listed on the Schedules 4.2(a) and 4.15 of the Innosearch Disclosure 
Statement for Innosearch, in each case in form and substance reasonably 
satisfactory to BARRA, and no such consent or license or permit shall have 
been withdrawn or suspended.

     22.11 GAT TRANSACTION.  BARRA, GAT and the stockholders of GAT shall 
have entered into a Stock Purchase Agreement substantially similar to this 
Agreement (the "GAT 


                                       111
<PAGE>

Agreement"), except that the purchase consideration will be as set forth in 
the GAT Agreement.

     22.12 OPINION OF COUNSEL.  Innosearch shall have delivered to BARRA an 
opinion of counsel in the form that will be established by the mutual 
agreement of the parties and attached hereto as EXHIBIT A at the Closing.

     22.13 THIRD PARTY ACTIONS.  No suit, action, investigation, claim or 
proceeding commenced or to the best knowledge of Innosearch is to be 
commenced by any party based in whole or in part on an argument or assertion 
that BARRA, due to this Agreement, the negotiations leading up to this 
Agreement, the purchase, or related agreements or activities, interfered or 
is interfering with any contractual relations of Innosearch or any party with 
whom Innosearch is, or has been, or may be engaged in business discussions.

23.  CONDITIONS TO THE OBLIGATIONS OF THE INNOSEARCH SHAREHOLDERS.

     The obligations of Innosearch Shareholders under this Agreement are 
subject to the fulfillment at or prior to the Closing Date of each of the 
following conditions; PROVIDED, HOWEVER, that any one or more of such 
conditions may be waived in writing by a majority in interest of the 
Innosearch Shareholders at any time prior to the Closing Date; AND PROVIDED 
FURTHER, that each certificate, document, opinion or other writing required 
to be delivered by the parties at the Closing shall be provided at least five 
(5) days prior to the Closing:

     23.1 REPRESENTATIONS AND WARRANTIES.  The representations and warranties 
of BARRA in Section 5 hereof shall be true and correct in all material 
respects on the date hereof and as of the Closing Date, with the same effect 
as though such representations and warranties had been made on and as of such 
date except as to any representation or warranty which specifically relates 
to a specified date and does not contain any inaccuracies or omissions the 
circumstances as to which either individually or in the aggregate have, or 
reasonably could be expected to have, a material adverse effect on BARRA. 

     23.2 COMPLIANCE AND PERFORMANCE UNDER AGREEMENT.  BARRA and its 
subsidiaries shall have performed and complied in all material respects with 
all of the terms of this Agreement required to be performed or complied with 
by them at or prior to the Closing Date.

     23.3 MATERIAL ADVERSE CHANGE.  No materially adverse change shall have 
occurred since December 31, 1996, in the business, financial condition, 
results of operations or properties of BARRA and its subsidiaries taken as a 
whole, and BARRA shall not be engaged in, or a party to or so far as BARRA is 
aware, threatened with, and to BARRA's knowledge there is no reasonable basis 
for, any legal action or other proceeding before any court, any arbitrator of 
any kind or any government agency which, in the reasonable judgment of the 
Innosearch Shareholders, could materially adversely affect BARRA or its 
business, financial conditions results of operations or assets taken as a 
whole.


                                       112
<PAGE>

     23.4 OFFICERS CERTIFICATE.  Innosearch shall have received a 
certificate, dated the Closing Date, signed on behalf of BARRA by its 
President or Chief Executive Officer and Chief Financial Officer or 
Treasurer, certifying to the fulfillment of the conditions stated in Sections 
9.1, 9.2, 9.3, 9.6 (to the best of BARRA's knowledge), 9.5, 9.8, and 9.11.

     23.5 OPINION OF COUNSEL.  BARRA shall have delivered to the Innosearch 
Shareholders an opinion of its counsel in a form that will be established by 
the mutual agreement of the parties and attached hereto as EXHIBIT B at the 
Closing.

     23.6 THIRD PARTY ACTIONS.  No suit, action, investigation, claim or 
proceeding commenced or to the best knowledge of BARRA is to be commenced by 
any party based in whole or in part on an argument or assertion that the 
Innosearch Shareholders, due to this Agreement, the negotiations leading up 
to this Agreement, or related agreements or activities, interfered or is 
interfering with any contractual relations of BARRA or any party with whom 
BARRA is, or has been, or may be engaged in business discussions.

     23.7 CLOSING DOCUMENTS.  The Innosearch Shareholders shall have received 
such certificates and other closing documents as counsel for Innosearch shall 
reasonably request.

     23.8 NO INJUNCTIONS OR RESTRAINTS; ILLEGALITY.  No temporary restraining 
order, preliminary or permanent injunction or other order issued by any court 
of competent jurisdiction or other legal or regulatory restraint or 
prohibition preventing the consummation of the purchase shall be in effect.

     23.9 GAT TRANSACTION.  BARRA, GAT and the stockholders of GAT shall have 
entered into the GAT Agreement.

     23.10 GOVERNMENT APPROVALS.  All Government Approvals shall be in 
effect, and all conditions or requirements prescribed by law or by any such 
Government Approval shall have been satisfied; PROVIDED, HOWEVER, that no 
Government Approval shall be deemed to have been received if it shall require 
the divestiture or cessation of any of the present businesses or operations 
conducted by any of the parties hereto or shall impose any other condition or 
requirement, which divestiture, cessation, condition or requirement 
Innosearch, in its reasonable judgment shall deem to be materially burdensome 
(in which case the Innosearch Shareholders shall promptly notify BARRA).  For 
purposes of this Agreement no condition shall be deemed to be "materially 
burdensome" if such condition would not (a) require the taking of any action 
materially inconsistent with the manner in which BARRA or Innosearch has 
conducted its business previously, (b) have a material adverse effect upon 
the business, financial condition or results of operations of BARRA or 
Innosearch, or (c) preclude satisfaction of any of the material conditions to 
consummation of the transactions contemplated by this Agreement.

24.  EXPENSES.


                                       113
<PAGE>

     BARRA and the Innosearch Shareholders agree to pay, without right of 
reimbursement from the other party and whether or not the transactions 
contemplated by this Agreement shall be consummated, the costs incurred by 
each such party incident to the preparation and negotiation of this 
Agreement, performance of its obligations under this Agreement and the 
consummation of the transactions contemplated hereby and thereby, including 
the fees and disbursements of attorneys, accountants, consultants, investment 
bankers and other advisors employed by such party in connection therewith.

25.  SURVIVAL, INDEMNIFICATION AGAINST LOSS.

     25.1 SURVIVAL.  The representations, warranties, and agreements made 
herein, including but not limited to the indemnification provisions of 
Sections 11.2 and 11.3 shall survive any investigation made by any party 
hereto.  The representations and warranties made herein shall survive the 
Closing of the transactions contemplated hereby for a period of one year from 
the Closing Date.  The representations, warranties, indemnifications and 
agreements made pursuant to Section 4.29, Section 11.2 and Section 11.3 shall 
survive (i) if a Closing shall occur, for a period of one year from the 
Closing Date; or (ii) if this Agreement is terminated, until one year after 
the termination of this Agreement.  The confidentiality covenants of BARRA 
contained in Section 3.3 shall expire on the Closing Date. 

     25.2 INNOSEARCH SHAREHOLDERS' INDEMNIFICATION.

          (a)  All of the Innosearch Shareholders shall jointly and severally 
defend and indemnify BARRA against, and jointly and severally agree to 
indemnify and hold BARRA harmless from, any and all losses, claims, damages, 
penalties, liabilities, fines, injuries, costs and expenses (including 
reasonable attorneys', accountants' and other professionals' fees, 
administrative expenses, prejudgment interest and court costs), incurred or 
suffered by BARRA relating to or arising out of or in connection with any 
breach or non-fulfillment of or any inaccuracy in any representation, 
warranty or covenant made by the Innosearch Shareholders or failure by the 
Innosearch Shareholders to perform any obligation or covenant to be performed 
by them pursuant to this Agreement or any document delivered by the 
Innosearch Shareholders at the Closing.

          (b)  Claims for indemnity made by BARRA pursuant to the provisions 
of Section 11.2(a) must total $10,000 in the aggregate before BARRA can seek 
reimbursement for such claims from the Innosearch Shareholders (once the 
$10,000 threshold is met, BARRA can seek reimbursement for all indemnity 
claims, including those up to the $10,000 threshold but only to the extent 
that such claims are limited by Section 11.5). 

     25.3 BARRA'S INDEMNIFICATION.

          (a)  BARRA shall defend and indemnify the Innosearch Shareholders
against and agrees to indemnify and hold each of them harmless from any and
all losses, 


                                       114
<PAGE>

claims, damages, penalties, liabilities, fines, injuries, costs and expenses 
(including reasonable attorneys', accountants' and other professionals' fees, 
administrative expenses, prejudgment interest and court costs), incurred or 
suffered by any of them relating to or arising out of or in connection with 
any breach or non-fulfillment of or any inaccuracy in any representation, 
warranty or covenant made by BARRA or failure by BARRA to perform any 
obligation or covenant to be performed by it pursuant to this Agreement or 
any document delivered by BARRA at the Closing.

          (b)  Claims for indemnity made by the Innosearch Shareholders 
pursuant to the provisions of Section 11.3(a) must total $10,000 in the 
aggregate before the Innosearch Shareholders can seek reimbursement for such 
claims from BARRA (once the $10,000 threshold is met, the Innosearch  
Stockholders can seek reimbursement for all additional indemnity claims, 
including those up to the $10,000 threshold (but only to the extent that such 
claims are limited by Section 11.5).

     25.4 INDEMNIFICATION PROCEDURES.

          (a)  Promptly upon obtaining knowledge of any claim, event, 
statement of facts or demand which has given rise to, or could reasonably 
give rise to, a claim for indemnification hereunder, any party seeking 
indemnification under this Article 11 (an "Indemnified Party") shall give 
written notice of such claim or demand ("Notice of Claim") to the party from 
which indemnification is sought (an "Indemnifying Party"), setting forth the 
amount of the claim.  The Indemnified Party shall furnish to the Indemnifying 
Party in reasonable detail, such information as it may have with respect to 
such indemnification claim (including copies of any summons, complaint or 
other pleading which may have been served on it and any written claim, 
demand, invoice, billing or other document evidencing or asserting the same). 
 No failure or delay by the Indemnified Party in the performance of the 
foregoing shall reduce or otherwise affect the obligation of the Indemnifying 
Party to indemnify and hold the Indemnified Party harmless, except to the 
extent that such failure or delay shall have adversely affected the 
Indemnifying Party's ability to defend against, settle or satisfy any 
liability, damage, loss, claim or demand for which the Indemnified Party is 
entitled to indemnification hereunder.

          (b)  Promptly after receipt of notice of any claim by a third party 
which might give rise to indemnification hereunder, the Indemnified Party 
shall notify the Indemnifying Party in writing specifying in reasonable 
detail the nature and amount of the claim.  The Indemnifying Party shall be 
entitled to assume and have the sole control of the defense and settlement of 
such action or claim; PROVIDED, HOWEVER, that:

               (i)  the Indemnified Party shall be entitled to participate in 
the defense of such claim and, in connection therewith, to employ counsel at 
its own expense;

               (ii) without the prior written consent of the Indemnified 
Party, which consent shall not be unreasonably withheld, the Indemnifying 
Party shall not 


                                       115
<PAGE>

consent to the entry of any judgment or enter into any settlement that 
requires any action by the Indemnified Party other than the payment of money.

          (c)  In the event the Indemnifying Party elects to assume control 
of the defense of any such action in accordance with the foregoing 
provisions, (i) the Indemnifying Party shall not be liable to the Indemnified 
Party for any legal fees, costs and expenses incurred by the Indemnified 
Party in connection with the defense thereof after the date on which the 
Indemnifying Party notifies the Indemnified Party of such election and (ii) 
the Indemnified Party shall fully cooperate with the Indemnifying Party in 
such defense.  If the Indemnifying Party does not assume control of the 
defense of such claim in accordance with the foregoing provisions, the 
Indemnified Party shall have the right to defend such claim, in which case 
the Indemnifying Party shall pay all reasonable costs and expenses of such 
defense.  The Indemnified Party shall conduct such defense in good faith and 
shall have the right to settle the matter with the prior written consent of 
the Indemnifying Party which consent shall not be unreasonably withheld.

          (d)  Except for third-party claims being defended in good faith, 
the Indemnifying Party shall satisfy its obligations hereunder within thirty 
(30) days after the Date of the Notice of Claim.

          (e)  The term "Date of the Notice of Claim" as used in this Article 
10 shall mean either: (i) the third business day after the date of the 
postmark on the registered or certified mail containing the Notice of Claim; 
or (ii) if the Notice of Claim is personally delivered, the date of such 
personal delivery.

     25.5 LIMITATION ON INDEMNIFICATION CLAIMS.

          (a)  Claims for indemnity made by Innosearch pursuant to the 
provisions of Section 11.3 (but excluding claims resulting from fraud and 
willful misconduct (the "Misconduct Claims") shall be limited to One Hundred 
Thousand Dollars ($100,000.)). 

          (b)  Claims for indemnity made by BARRA pursuant to the provisions 
of Section 11.2 (but excluding Misconduct Claims) shall be limited to One 
Hundred Thousand Dollars ($100,000).

     25.6 LIABILITY LIMITED TO INDEMNIFICATION.

          (a)  The consideration paid by BARRA to the Innosearch Shareholders 
to acquire the Innosearch Shares has been established by the parties hereto 
based on the allocation of risk and rights of recovery hereunder.

          (b)  The Innosearch Shareholders have had an opportunity to do due 
diligence of BARRA and accordingly have agreed to limit their right to 
recourse as set forth in this Section 11.  Each of the Innosearch 
Shareholders and the affiliates of each shall 


                                       116
<PAGE>

have no claim or cause of action, whether in contract, tort, under statute or 
otherwise, for monetary damages arising out of, or relating to, this 
Agreement, the representations and warranties herein or any of the 
transactions contemplated hereby apart from the right to indemnification 
pursuant to Section 11 hereof.

          (c)  BARRA has had an opportunity to do due diligence of Innosearch 
but has not received copies of all of GAT's or Innosearch's correspondence 
with Yamaichi relating to any aspect of this Agreement and accordingly has 
agreed to limit its right to recourse as set forth in this Section 11. BARRA, 
and the affiliates of BARRA shall have no claim or cause of action, whether 
in contract, tort, under statute or otherwise, for monetary damages arising 
out of, or relating to, this Agreement, the representations and warranties 
herein or any of the transactions contemplated hereby apart from the right to 
indemnification pursuant to Section 11 hereof.

          (d)  The Innosearch Shareholders' obligation to indemnify BARRA 
under this Section 11 includes the obligation to indemnify BARRA, and all of 
its officers, directors, affiliates and subsidiaries.

26.  AMENDMENT; TERMINATION.

     26.1 AMENDMENT.  This Agreement may be amended by the mutual consent of 
the board of directors of BARRA and a majority in interest of the Innosearch 
Shareholders at any time prior to the Closing Date with respect to any of its 
terms.

     26.2 TERMINATION.  This Agreement may be terminated as follows:

          (a)  By the mutual consent of the board of directors of BARRA and a 
majority in interest of the Innosearch Shareholders at any time prior to the 
Closing. 

          (b)  By the Board of Directors of BARRA on or after ninety (90) 
days from the date of this Agreement, but in no event later than the Closing 
Date, if any of the conditions in Section 9 to which the obligations of BARRA 
are subject have not been fulfilled.

          (c)  By a majority in interest of the Innosearch Shareholders on or 
after ninety (90) days from the date of this Agreement but in no event later 
than the Closing Date, if any of the conditions contained in Section 8 to 
which the obligations of the Innosearch Shareholders are subject have not 
been fulfilled.

     26.3 NOTICE.  The power of termination hereunder may be exercised by 
BARRA or the Innosearch Shareholders, as the case may be, only by giving 
written notice to the other party in accordance with the provisions of 
Section 13.1.


                                       117
<PAGE>

     26.4 TERMINATION AND EXPENSES.  Termination of this Agreement shall not 
terminate or affect the obligations of the parties to each pay their own 
expenses as provided in Section 10, to maintain the confidentiality of the 
other party's information pursuant to Section 3.3, or the provisions of this 
Section 12.4, or of Sections 13.1, 13.3, 13.4, 13.5 or 13.6 or the second 
sentence of Section 13.2 below and shall not affect any agreement after such 
termination.  The obligations of BARRA under Sections 3.1(f) and 11.3, and 
the obligations of the Innosearch Shareholders under Section 3.2(m) and 
Section 11.2, shall survive for one (1) year following any termination of 
this Agreement.  The Innosearch Shareholders and BARRA agree that any other 
termination of this Agreement shall not in any manner release or be construed 
as so releasing the nonterminating party or parties from any liability or 
damage to the other party or parties arising out of, in connection with or 
otherwise relating to, directly or indirectly, such parties' failure in 
performance of any of its covenants or agreements hereunder, including 
without limitation, any obligations arising under Section 11 of this 
Agreement.

27.  MISCELLANEOUS.

     27.1 NOTICES.  Any notice or other communication required or permitted 
under this Agreement shall be effective only if it is in writing and 
delivered personally, or by overnight express (DHL, UPS or Federal Express) 
or by facsimile or sent by first class United States mail, postage prepaid, 
registered or certified mail, addressed as follows:


To BARRA:                              To the Innosearch Shareholders 
1995 University Avenue                 c/o Innosearch:
Suite 150                              Wall Street Plaza
Berkeley, California 94704             88 Pine Street
Tel: (510) 548-5442                    New York, NY  10005
Fax: (510) 548-5374                    Tel: 
Attention:                             Chief Executive Officer  Fax: 
          and General Counsel          Attn: Thomas Ho



                                       118
<PAGE>


With a copy to:                        With a copy to:


David M. Niebauer, Esq.                Thomas T. Chan, Esq.                
Graham & James LLP                     Chan Law Group PLC                  
One Maritime Plaza, Suite 300          911 Wilshire Boulevard, Suite       
San Francisco, California 94111-3492   2288                                
                                       Los Angeles, California  90017-3451 
Tel:                                   Tel:                                

Fax:                                   Fax:


or to such other address as either party may designate by notice to the 
other, and shall be deemed to have been given upon receipt. 

     27.2 BINDING AGREEMENT.  This Agreement is binding upon and is for the 
benefit of BARRA, the Innosearch Shareholders, and their respective 
successors and permitted assigns.  This Agreement is not made for the benefit 
of any person, firm, corporation or association not a party hereto, and no 
other person, firm, corporation or association shall acquire or have any 
right under or by virtue of this Agreement.  No party may assign this 
Agreement or any of its rights, privileges, duties or obligations hereunder 
without the prior written consent of the other parties to this Agreement.

     27.3 CONSENT TO JURISDICTION AND FORUM SELECTION.  The parties hereto 
agree that all actions or proceedings arising in connection with this 
Agreement shall be tried and litigated exclusively in the State and Federal 
courts located in the County of San Francisco, State of California.  The 
aforementioned choice of venue is intended by the parties to be mandatory and 
not permissive in nature, thereby precluding the possibility of litigation 
between the parties with respect to or arising out of this Agreement in any 
jurisdiction other than that specified in this paragraph.  Each party hereby 
waives any right it may have to assert the doctrine of forum non conveniens 
or similar doctrine or to object to venue with respect to any proceeding 
brought in accordance with this paragraph, and stipulates that the State and 
Federal courts located in the County of San Francisco, State of California 
shall have in personam jurisdiction and venue over each of them for the 
purpose of litigating any dispute, controversy, or proceeding arising out of 
or related to this Agreement.  Each party hereby authorizes and accepts 
service of process sufficient for personal jurisdiction in any action against 
it as contemplated by this paragraph by registered or certified mail, return 
receipt requested, postage prepaid, to its address for the giving of notices 
as set forth in this Agreement.  Any final judgment rendered against a 


                                       119
<PAGE>

party in any action or proceeding shall be conclusive as to the subject of 
such final judgment and may be enforced in other jurisdictions in any manner 
provided by law.

     27.4 GOVERNING LAW.  This Agreement shall be governed by and construed 
in accordance with the substantive laws of the State of California, without 
giving effect such state's choice-of-law principles.

     27.5 ATTORNEYS' FEES.  In any action at law or suit in equity in 
relation to this Agreement, the prevailing party in such action or suit shall 
be entitled to receive a reasonable sum for its attorneys' fees and all other 
reasonable costs and expenses incurred in such action or suit.

     27.6 ENTIRE AGREEMENT; SEVERABILITY.  This Agreement and the 
Confidentiality Agreement by and between GAT and BARRA, dated December 26, 
1996 and the documents, certificates, agreements, letters, schedules and 
exhibits attached or required to be delivered pursuant hereto set forth the 
entire agreement and understanding of the parties in respect of the 
transactions contemplated hereby, and supersede all prior agreements, 
arrangements and understandings relating to the subject matter hereof.  Each 
provision of this Agreement shall be interpreted in a manner to be effective 
and valid under applicable law, but if any provision hereof shall be 
prohibited or ruled invalid under applicable law, the validity, legality and 
enforceability of the remaining provisions shall not, except as otherwise 
required by law, be affected or impaired as a result of such prohibition or 
ruling.

     27.7 COUNTERPARTS.  This Agreement may be executed in several 
counterparts, each of which shall be deemed an original, but all of which 
together shall constitute one and the same instrument.

     27.8 WAIVERS.  Prior to or on the Closing Date, each of BARRA and the 
Innosearch Shareholders shall have the right to waive any default in the 
performance of any term of this Agreement by BARRA and the Innosearch 
Shareholders, to waive or extend the time for the compliance or fulfillment 
by the other of any and all of the other's obligations under this Agreement 
and to waive any or all of the conditions precedent to its obligations under 
this Agreement.  No failure to exercise and no delay in exercising any right, 
remedy or power hereunder shall operate as a waiver thereof, nor shall any 
single or partial exercise of any right, remedy or power hereunder preclude 
any other or further exercise thereof or the exercise of any other right, 
remedy or power provided herein or by law or in equity.  The waiver by any 
party of the time for performance of any act or condition hereunder does not 
constitute a waiver of the act or condition itself.

     IN WITNESS WHEREOF, BARRA and each of the Innosearch Shareholders have 
each caused this Agreement to be signed, effective as of the date written 
above.


                                       120
<PAGE>


BARRA, INC.

By:
   ------------------------------
Name:
     ----------------------------
Title:
      ---------------------------


Global Advanced Technology Corporation.

By:
   ------------------------------
Name:
     ----------------------------
Title:
      ---------------------------


---------------------------------
Thomas Ho


---------------------------------
Mabel Chan


---------------------------------
Yun-Xian Ho


---------------------------------
Mark Wainger


YAMAICHI SECURITIES COMPANY, LTD.

By:
   ------------------------------
Name:
     ----------------------------
Title:
      ---------------------------


                                       121