<PAGE>   1

                          AGREEMENT AND PLAN OF MERGER

For valuable and adequate consideration, Eclipsys Corporation, a Delaware
corporation ("Eclipsys"), ECLP Merger Corp., a Delaware corporation and a wholly
owned subsidiary of Eclipsys ("Merger Sub"), MSI Solutions, Inc., a Georgia
corporation ("MSI Solutions"), MSI Integrated Services, Inc., a Georgia
corporation ("MSI Services" and together with MSI Solutions, "MSI"), Anna L.
Bean, an individual resident of the State of Georgia and a shareholder of MSI
Solutions and MSI Services ("Bean"), Michael R. Cote, an individual resident of
the State of Georgia and a shareholder of MSI Solutions and MSI Services
("Cote"), Robert J. Feldman, an individual resident of the Commonwealth of
Virginia and a shareholder of MSI Solutions and MSI Services ("Feldman") and The
1997 Feldman Family Trust, established under that certain agreement dated August
15, 1997 ("Feldman Trust" and together with Bean, Cote and Feldman, "MSI
Shareholders" and individually an "MSI Shareholder") hereby agree this 11th day
of June, 1999, as follows:

Eclipsys, the Merger Sub, MSI and the MSI Shareholders are referred to
collectively as the "Parties".

THE MERGER

1.       The Merger. Upon and subject to the terms and conditions of this
Agreement and Plan of Merger (this "Agreement"), the Merger Sub shall merge with
and into MSI Solutions and immediately thereafter MSI Services shall merge with
and into MSI Solutions. The merger of MSI Services with and into MSI Solutions
shall occur at such point in time as MSI Solutions shall be a subsidiary of
Eclipsys and shall be effective as of the Effective Time (as hereinafter
defined). From and after the Effective Time, the separate corporate existence of
the Merger Sub and MSI Services shall cease and MSI Solutions shall continue as
the surviving corporation (the "Surviving Corp.") in the Mergers (as hereinafter
defined). The "Effective Time" shall mean the time at which MSI Solutions, MSI
Services and Merger Sub shall have filed proper certificates or articles of
merger or other appropriate documentation (the "Certificates of Merger") with
the Secretaries of State of the States of Delaware and Georgia. The "Mergers"
shall mean the merger of Merger Sub with and into MSI Solutions and immediately
thereafter the merger of MSI Services with and into MSI Solutions in accordance
with the terms of this Agreement. The Mergers shall have the effect set forth in
Section 259 of the Delaware General Corporation Law (the "DGCL") and Section
14-2-1106 of the Georgia Business Corporation Code (the "GBCC").

2.       The Closing. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place at Eclipsys' offices in Delray Beach,
Florida, on the closing date (the "Closing Date") which shall be the earlier of:


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         2.1.     June 21, 1999 at 10:00 a.m. local time, provided all the
         conditions to Closing set forth in Sections 33, 34 and 35 (the "Closing
         Conditions") have been satisfied or waived, or

         2.2.     on such other mutually agreeable date as soon as practicable
         after all Closing Conditions have been satisfied or waived.

3.       Actions at the Closing. At the Closing,

         3.1.     MSI shall deliver to Eclipsys and the Merger Sub the various
         certificates, instruments and documents as specified under Section 34,

         3.2.     Eclipsys and the Merger Sub shall deliver to MSI the various
         certificates, instruments and documents as specified under Section 35,

         3.3.     MSI Solutions, MSI Services and the Merger Sub shall file with
         the Secretaries of State of the States of Delaware and Georgia the
         Certificates of Merger,

         3.4.     each MSI Shareholder, other than holders of Dissenting Shares
         (as hereinafter defined), shall deliver to Eclipsys for cancellation
         ("Surrender") each certificate representing MSI Stock (as hereinafter
         defined), and

         3.5.     Eclipsys shall authorize BankBoston, N.A. (the "Exchange
         Agent") to issue the Merger Shares (as hereinafter defined) to each
         holder of MSI Stock who shall have Surrendered certificates
         representing their MSI Stock.

4.       Additional Action. After the Effective Time, the Surviving Corp., on
behalf of MSI Solutions, MSI Services and/or the Merger Sub, may execute and
deliver documents or take any other action needed to consummate each of the
Mergers in accordance with the terms and conditions hereof.

5.       Common Stock.

         5.1.     "MSI Solutions Stock" shall mean the common stock, par value
         $.10 per share, of MSI Solutions that is issued and outstanding
         immediately prior to the Effective Time.

         5.2.     "MSI Services Stock" shall mean the common stock, par value
         $.10 per share, of MSI Services that is issued and outstanding
         immediately prior to the Effective Time.

         5.3.     "MSI Stock" shall mean collectively the MSI Solutions Stock
         and the MSI Services Stock.

         5.4.     "Eclipsys Stock" shall mean one share of common stock, par
         value of $.01 per share, of Eclipsys.

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         5.5.     "Merger Sub Stock" shall mean one share of common stock, par
         value of $.01 per share, of Merger Sub.

         5.6.     "Surviving Corp. Stock" shall mean one share of common stock,
         par value of $0.10 per share, of the Surviving Corp.

6.       Conversion of Shares. At the Effective Time, by virtue of the Mergers
and without any action on the part of any Party or the holder of any of the
following securities:

         6.1.     Each share of MSI Solutions Stock will be converted into the
         right to receive, and for each share of MSI Solutions Stock that is
         Surrendered, MSI Shareholders shall receive the quantity of Eclipsys
         Stock equal to the MSI Solutions Conversion Ratio (as hereinafter
         defined) (the "MSI Solutions Merger Shares"),

         6.2.     Each share of MSI Services Stock will be converted into the
         right to receive, and for each share of MSI Services Stock that is
         Surrendered, MSI Shareholders shall receive the quantity of Eclipsys
         Stock equal to the MSI Services Conversion Ratio (as hereinafter
         defined) (the "MSI Services Merger Shares" and together with the MSI
         Solutions Merger Shares, the "Merger Shares"),

         6.3.     The "MSI Solutions Conversion Ratio" shall be equal to .30614
         which equals a fraction (i) the numerator of which is 2,374,000 and
         (ii) the denominator of which is the sum of MSI Solutions Stock and the
         MSI Solutions Stock subject to Options (as hereinafter defined) and
         Warrants (as hereinafter defined) outstanding at the time of the merger
         of Merger Sub with and into MSI Solutions. The "MSI Services Conversion
         Ratio" shall be equal to .54259 which equals a fraction (i) the
         numerator of which is 1,000 and (ii) the denominator of which is the
         number of shares of MSI Services Stock outstanding at the time of the
         merger of MSI Services with and into MSI Solutions. The MSI Solutions
         Conversion Ratio and the MSI Services Conversion Ratio shall be subject
         to equitable adjustment in the event of any stock split, stock
         dividend, reverse stock split or similar event affecting Eclipsys
         Stock, MSI Services Stock and/or MSI Solutions Stock between the date
         of this Agreement and the Effective Time.

         6.4.     Each share of Merger Sub Stock will be converted into the
         right to receive, and for each share of Merger Sub Stock that is
         tendered to the Surviving Corp., Eclipsys shall receive one share of
         the Surviving Corp. Stock, and

         6.5.     MSI Stock owned beneficially by Eclipsys or the Merger Sub
         shall be canceled without any payment.



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7.       Dissenting Shares.

         7.1.     "Dissenting Share" shall mean each share of MSI Stock held as
         of the Effective Time by an MSI Shareholder who:

                  1.       has not voted such MSI Stock in favor of the adoption
                  of this Agreement and the Mergers,

                  2.       has exercised the MSI Shareholder's Appraisal Right
                  (as hereinafter defined), and

                  3.       such Appraisal Right has not been effectively
                  withdrawn or forfeited prior to the Effective Time.

         7.2.     "Appraisal Right" shall mean the right to an appraisal of the
         related stock that has been duly demanded and perfected in accordance
         with Sections 14-2-1321 and 14-2-1323 of the GBCC. Dissenting Shares
         shall not be converted into Merger Shares until such MSI Shareholder
         forfeits or withdraws all Appraisal Rights. Upon the forfeiture or
         withdrawal of any Appraisal Right, such Dissenting Shares shall be
         converted into Merger Shares.

         7.3.     MSI promptly shall notify Eclipsys of any Dissenting Shares.
         Eclipsys shall direct all settlement or other negotiating activities
         related to such Dissenting Shares. Except with Eclipsys' prior written
         consent, MSI shall not make any payment or offer to settle any matter
         related to any Dissenting Shares.

8.       Fractional Shares. No certificates or scrip representing fractional
Merger Shares shall be issued to former MSI Shareholders upon the surrender for
exchange of stock certificates evidencing MSI Stock ("Certificates") and such
former MSI Shareholders shall not be entitled to any voting rights, rights to
receive any dividends or distributions or other rights as a stockholder of
Eclipsys with respect to any fractional Merger Shares that would otherwise be
issued to such former MSI Shareholders. In lieu of any fractional Merger Shares
that would otherwise be issued, each former MSI Shareholder that would have been
entitled to receive a fractional Merger Share shall, upon proper surrender of
such person's Certificates, receive such whole number of Merger Shares as is
equal to the precise number of Merger Shares to which such person would be
entitled, rounded up or down to the nearest whole number (with a fractional
interest equal to .5 rounded to the nearest odd number); provided that each such
holder shall receive at least one Merger Share.

9.       Dividends. No dividends or other distributions that are payable to the
holders of record of Eclipsys Stock as of a date on or after the Closing Date
shall be paid to former MSI Shareholders entitled by reason of the Mergers to
receive Merger Shares until such holders Surrender their Certificates. Upon such
Surrender, Eclipsys shall pay or deliver to the persons in



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whose name the Certificates representing such Merger Shares are issued any
dividends or other distributions that are payable to the holders of record of
Eclipsys Stock as of a date on or after the Closing Date and which were paid or
delivered between the Effective Time and the time of such Surrender; provided
that no such person shall be entitled to receive any interest on such dividends
or other distributions.

10.      Options and Warrants.

         10.1.    As of the Effective Time, all outstanding options to purchase
         MSI Solutions Stock issued by MSI Solutions pursuant to its stock
         option plans or otherwise ("Options") and outstanding warrants to
         purchase MSI Solutions Stock ("Warrants"), whether vested or unvested,
         shall be assumed by Eclipsys. Immediately after the Effective Time,
         each Option or Warrant outstanding immediately prior to the Effective
         Time shall be deemed to constitute an option or warrant to acquire, on
         the same terms and conditions as were applicable under such Option or
         Warrant at the Effective Time, such number of shares of Eclipsys Stock
         as is equal to the number of shares of MSI Solutions Stock subject to
         the unexercised portion of such Option or Warrant multiplied by the MSI
         Solutions Conversion Ratio (with any fraction resulting from such
         multiplication to be rounded up or down to the nearest whole number or,
         in the case of .5, to the nearest odd number). The exercise price per
         share of each such assumed Option or Warrant shall be equal to the
         exercise price of such Option or Warrant immediately prior to the
         Effective Time divided by the MSI Solutions Conversion Ratio. The term,
         exercisability, vesting schedule, status as an incentive stock option
         under Section 422 of the Internal Revenue Code of 1986, as amended (the
         "Code"), if applicable, and all of the other terms of the Options shall
         otherwise remain unchanged.

         10.2.    As soon as practicable after the Effective Time, Eclipsys or
         the Surviving Corp. shall deliver to the holders of Options and
         Warrants appropriate notices setting forth such holders' rights
         pursuant to such Options and Warrants, as amended by this Section 10,
         and the agreements evidencing such Options and Warrants shall continue
         in effect on the same terms and conditions (subject to the amendments
         provided for in this Section).

         10.3.    Eclipsys shall take all corporate action necessary to reserve
         for issuance a sufficient number of shares of Eclipsys Common Stock for
         delivery upon exercise of the Options and Warrants assumed in
         accordance with this Section 10. As soon as practicable after the
         Effective Time, Eclipsys shall file a Registration Statement on Form
         S-8 (or any successor form) under the Securities Act of 1933, as
         amended (the "Securities Act") with respect to all shares of Eclipsys
         Stock subject to Options that may be registered on a Form S-8, and
         shall use its reasonable best efforts to maintain the effectiveness of
         such Registration Statement for so long as such Options remain
         outstanding.



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11.      Certificate of Incorporation. The Certificate of Incorporation of the
Surviving Corp. shall be the same as the Certificate of Incorporation of MSI
Solutions immediately prior to the Effective Time.

12.      By-laws. The By-laws of the Surviving Corp. shall be the same as the
By-laws of MSI Solutions immediately prior to the Effective Time.

13.      Directors and Officers. The directors of the Merger Sub shall become
the directors of the Surviving Corp. as of the Effective Time. The officers of
MSI shall remain as officers of the Surviving Corp. after the Effective Time,
retaining their respective positions, except as specified by Eclipsys pursuant
to Section 34.8.

14.      No Further Rights. After the Effective Time, no MSI Stock shall be
deemed to be outstanding, and holders of Certificates shall cease to have any
related rights, except as provided in this Agreement or pursuant to applicable
law.

15.      Closing of Transfer Books. At the Effective Time, the stock transfer
books of MSI Solutions and MSI Services shall be closed and no transfer of MSI
Solutions Stock or MSI Services Stock shall thereafter be made. If, after the
Effective Time, Certificates are presented to the Surviving Corp. or the
Exchange Agent, they shall be canceled and exchanged for Merger Shares in
accordance with this Agreement and subject to applicable law in the case of
Dissenting Shares.

MSI  REPRESENTATIONS AND WARRANTIES

16.      MSI Representations and Warranties. With such exceptions as are set
forth in a letter (the "MSI Disclosure Letter") delivered by MSI Solutions and
MSI Services to Eclipsys prior to the execution hereof, MSI Solutions and MSI
Services hereby represent and warrant to Eclipsys and the Merger Sub as follows:

         16.1.    Organization, Qualification and Corporate Power. Each of MSI
         Solutions and MSI Services is a corporation duly organized, validly
         existing and in good standing under the laws of the State of Georgia.
         Each of MSI Solutions and MSI Services is duly qualified to conduct
         business and is in good standing under the laws of each jurisdiction in
         which the nature of its business or the ownership or leasing of its
         properties requires such qualification, except where the failure to be
         so qualified would not have an MSI Material Adverse Effect (as
         hereinafter defined). Each of MSI Solutions and MSI Services has all
         requisite corporate power and authority to carry on the business in
         which it is engaged and to own and use the properties owned and used by
         it. Each of MSI Solutions and MSI Services has furnished to Eclipsys
         true and complete copies of its Articles of Incorporation and By-laws,
         each as amended and as in effect on the date of this Agreement. Neither
         MSI Solutions nor MSI Services is in default under or in violation of
         any provision of its Articles of Incorporation or By-laws. An "MSI
         Material Adverse Effect" shall mean any event, change, circumstance or
         effect, or combination



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         thereof, which, individually or in the aggregate, has a material
         adverse effect upon the assets, business, financial condition or
         results of operations of MSI Solutions and MSI Services taken as a
         whole; provided, however, that an MSI Material Adverse Effect shall not
         include any event, change, circumstance or effect arising out of : (i)
         overall market conditions in the healthcare information technology
         sector or the economy generally; (ii) the public announcement of the
         Mergers or the transactions contemplated hereby; or (iii) proposed or
         pending legislation, regulation or administrative action of any
         governmental authority.

         16.2.    MSI Capitalization.

                  1.       The authorized capital stock of MSI Solutions
                  consists of 50,000,000 shares of common stock, par value $.10
                  per share, of which 7,372,000 shares are issued and
                  outstanding, and no shares are held in the treasury of MSI
                  Solutions. The authorized capital stock of MSI Services
                  consists of 2,100 shares of common stock, par value $.10 per
                  share, of which 1,843 shares are issued and outstanding, and
                  no shares are held in the treasury of MSI Services. The MSI
                  Disclosure Letter sets forth a complete and accurate list of
                  (i) all shareholders of record of MSI Solutions, indicating
                  the number of shares of MSI Solutions Stock held of record by
                  each such shareholder, (ii) all shareholders of record of MSI
                  Services, indicating the number of shares of MSI Services
                  Stock held of record by each such shareholder and (iii) all
                  holders of Options and Warrants, indicating the number of
                  shares as of MSI Solutions Stock and MSI Services Stock
                  subject to each such Option and Warrant. Except as set forth
                  in the MSI Disclosure Letter, all of the issued and
                  outstanding MSI Stock is, and all MSI Stock that may be issued
                  upon exercise of Options and Warrants will be, duly
                  authorized, validly issued, fully paid, nonassessable and free
                  of all preemptive rights. There are no outstanding or
                  authorized options, warrants, rights, agreements or
                  commitments to which either MSI Solutions or MSI Services is a
                  party or which are binding upon either of them providing for
                  the issuance, disposition or acquisition of any of the capital
                  stock of MSI Solutions or MSI Services, other than the Options
                  and Warrants listed in the MSI Disclosure Letter. There are no
                  outstanding or authorized stock appreciation, phantom stock or
                  similar rights with respect to MSI Solutions or MSI Services
                  capital stock. Except as set forth in the MSI Disclosure
                  Letter, there are no agreements, voting trusts, proxies, or
                  understandings with respect to the voting, or registration
                  under the Securities Act, of any MSI Stock or any other shares
                  of capital stock of MSI Solutions or MSI Services. All of the
                  issued and outstanding MSI Stock was issued in compliance with
                  applicable federal and state securities laws except such
                  noncompliance as would not have an MSI Material Adverse
                  Effect.

                  2.       Except as set forth in the MSI Disclosure Letter,
                  there are no equity securities of any class of MSI Solutions
                  or MSI Services or any security exchangeable into or
                  exercisable for such equity securities, issued, reserved for


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                  issuance or outstanding. Except as set forth in the MSI
                  Disclosure Letter, there are no options, warrants, equity
                  securities, calls, rights, commitments or agreements of any
                  character to which MSI Solutions or MSI Services is a party or
                  by which either of them is bound obligating MSI Solutions or
                  MSI Services to issue, deliver or sell, or cause to be issued,
                  delivered or sold, additional shares of capital stock of MSI
                  Solutions or MSI Services or obligating either of them to
                  grant, extend, accelerate the vesting of or enter into any
                  such option, warrant, equity security, call, right, commitment
                  or agreement, including as a result of the transactions
                  contemplated by this Agreement.

         16.3.    Authorization of Transactions. Each of MSI Solutions and MSI
         Services has all requisite power and authority to execute and deliver
         this Agreement and to perform its obligations under this Agreement. The
         execution and delivery of this Agreement and the performance by MSI
         Solutions and MSI Services of this Agreement and the consummation by
         MSI Solutions and MSI Services of the contemplated transactions have
         been duly and validly authorized by all necessary corporate action on
         the part of MSI Solutions and MSI Services, including the requisite
         approval of shareholders. This Agreement has been duly and validly
         executed and delivered by MSI Solutions and MSI Services and, assuming
         the due authorization, execution and delivery by Eclipsys and Merger
         Sub, constitutes a valid and binding obligation of MSI Solutions and
         MSI Services, enforceable against MSI Solutions and MSI Services in
         accordance with its terms, subject to applicable bankruptcy, insolvency
         and other similar laws affecting the enforceability of creditors'
         rights generally, general equitable principles and the discretion of
         courts in granting equitable remedies. This Agreement has been duly and
         validly executed and delivered by each of the MSI Shareholders and,
         assuming the due authorization, execution and delivery by Eclipsys and
         the Merger Sub, constitutes a valid and binding obligation of each of
         the MSI Shareholders, enforceable against each of the MSI Shareholders
         in accordance with its terms, subject to applicable bankruptcy,
         insolvency and other similar laws affecting the enforceability of
         creditors' rights generally, general equitable principles and the
         discretion of courts in granting equitable remedies.

         16.4.    Noncontravention. Neither the execution and delivery of this
         Agreement by MSI Solutions, MSI Services or the MSI Shareholders, nor,
         subject to (i) compliance with the Hart-Scott-Rodino Antitrust
         Improvements Act of 1976, as amended (the "HSR Act") and (ii) the
         filing of the Certificates of Merger in accordance with the DGCL and
         the GBCC, the consummation by MSI Solutions, MSI Services and the MSI
         Shareholders of the contemplated transactions, will:

                  1.       conflict with or violate any provision of the
                  Articles of Incorporation or By-laws of MSI Solutions and MSI
                  Services,

                  2.       to the knowledge of MSI, require on the part of MSI
                  Solutions, MSI Services or any of the MSI Shareholders any
                  filing with, or any permit,



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                  authorization, consent or approval of, any court,
                  arbitrational tribunal, administrative agency or commission or
                  other governmental or regulatory authority or agency (a
                  "Governmental Entity"),

                  3.       except as set forth in the MSI Disclosure Letter,
                  conflict with, result in a breach of, constitute (with or
                  without due notice or lapse of time or both) a default under,
                  result in the acceleration of, create in any party the right
                  to accelerate, terminate, modify or cancel, or require any
                  notice, consent or waiver under, any contract, lease,
                  sublease, license, sublicense, franchise, permit, indenture,
                  agreement or mortgage for borrowed money, instrument of
                  indebtedness, Security Interest (as hereinafter defined) or
                  other arrangement to which MSI Solutions or MSI Services is a
                  party or by which either of them is bound or to which any of
                  their assets is subject, other than such conflicts, breaches,
                  defaults, accelerations, terminations, modifications,
                  cancellations and such failures to comply with applicable
                  notice, consent and waiver requirements as would not have an
                  MSI Material Adverse Effect,

                  4.       result in the imposition of any Security Interest
                  upon any material assets of MSI Solutions or MSI Services, or

                  5.       violate any order, writ, injunction, decree, statute,
                  rule or regulation applicable to MSI Solutions or MSI Services
                  or any of their respective properties or assets except such
                  violations as would not have an MSI Material Adverse Effect.

         "Security Interest" shall mean any mortgage, pledge, security interest,
         encumbrance, charge, or other lien (whether arising by contract or by
         operation of law), other than

                           1.       mechanic's, materialmen's, and similar
                           liens,

                           2.       liens arising under worker's compensation,
                           unemployment insurance, social security, retirement,
                           and similar legislation, and

                           3.       liens on goods in transit incurred pursuant
                           to documentary letters of credit, in each case
                           arising in the ordinary course of business consistent
                           with past custom and practice (including with respect
                           to frequency and amount) ("Ordinary Course of
                           Business") of MSI Solutions and MSI Services.

         16.5.    Subsidiaries. Neither MSI Solutions nor MSI Services has any
         direct or indirect equity participation in any corporation, limited
         liability company, partnership, trust, or other business association.

         16.6.    Financial Statements.



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<PAGE>   10

                  1.       MSI has provided to Eclipsys:

                           1.       the unaudited balance sheets and statements
                           of income, changes in shareholder's equity of MSI
                           Solutions and MSI Services as of and for each of the
                           fiscal years ended December 31, 1997 and 1998; and

                           2.       the unaudited balance sheet (the "Most
                           Recent Balance Sheet") and statements of income and
                           changes in shareholders' equity of MSI Solutions and
                           MSI Services as of and for the four (4) months ended
                           April 30, 1999.

                  2.       Such financial statements (collectively, the "MSI
                  Financial Statements") have been prepared on a consistent
                  basis throughout the periods covered thereby, fairly present
                  in all material respects the financial condition, results of
                  operations and cash flows of MSI Solutions and MSI Services as
                  of the respective dates and for the periods referred to and
                  are consistent with the books and records of MSI Solutions and
                  MSI Services; provided, however, that the MSI Financial
                  Statements referred to in subsection 1.2 above are subject to
                  normal recurring year end adjustments.

         16.7.    Absence of Material Adverse Changes. Since the date of the
                  Most Recent Balance Sheet,

                  1.       there has not been any MSI Material Adverse Effect,
                  nor has there occurred any event or development which could
                  reasonably be foreseen to result in such an MSI Material
                  Adverse Effect in the future, and

                  2.       except as disclosed in the MSI Disclosure Letter or
                  consented to in writing by Eclipsys, neither MSI Solutions nor
                  MSI Services has taken any of the actions prohibited under
                  Section 21 of this Agreement.

         16.8.    Undisclosed Liabilities. Neither MSI Solutions nor MSI
         Services has any material liability (whether known or unknown, whether
         absolute or contingent, whether liquidated or unliquidated and whether
         due or to become due), except for

                  1.       liabilities shown on or otherwise reflected in the
                  Most Recent Balance Sheet,

                  2.       liabilities which have arisen since the date of the
                  Most Recent Balance Sheet in the Ordinary Course of Business,
                  and

                  3.       contractual and other liabilities arising under or
                  pursuant to matters, documents or disclosures set forth in the
                  MSI Disclosure Letter.



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         16.9.    Tax Matters.

                  1.       Each of MSI Solutions and MSI Services has filed all
                  Tax Returns (as hereinafter defined) that it was required to
                  file prior to the date of this Agreement, subject to any
                  allowable extension, and all such Tax Returns were correct and
                  complete in all material respects. Each of MSI Solutions and
                  MSI Services has paid all Taxes (as hereinafter defined) that
                  are shown to be due on any such Tax Returns. Neither MSI
                  Solutions nor MSI Services has any actual or potential
                  liability for any Tax obligation of any taxpayer (including
                  without limitation any affiliated group of corporations or
                  other entities that included MSI Solutions or MSI Services
                  during a prior period) other than MSI Solutions and MSI
                  Services. There is no federal tax liability for MSI Solutions
                  as of the Closing Date or for periods prior thereto. All Taxes
                  that MSI Solutions or MSI Services is or was required by law
                  to withhold or collect have been duly withheld or collected
                  and, to the extent required, have been paid to the proper
                  Governmental Entity. "Taxes" shall mean all taxes, charges,
                  fees, levies or other similar assessments or liabilities,
                  including without limitation income, gross receipts, ad
                  valorem, premium, value-added, excise, real property, personal
                  property, sales, use, transfer, withholding, employment,
                  payroll and franchise taxes imposed by the United States of
                  America or any state, local or foreign government, or any
                  agency, or other political subdivision of the United States or
                  any such government, and any interest, fines, penalties,
                  assessments or additions to tax resulting from, attributable
                  to or incurred in connection with any tax or any contest or
                  dispute. "Tax Returns" shall mean all reports, returns,
                  declarations, statements or other information required to be
                  supplied to a taxing authority in connection with Taxes.

                  2.       MSI has delivered to Eclipsys correct and complete
                  copies of all federal income Tax Returns, examination reports
                  and statements of deficiencies assessed against or agreed to
                  by MSI Solutions or MSI Services for its taxable years ended
                  after December 31, 1995. No examination or audit of any Tax
                  Returns of MSI by any Governmental Entity is currently in
                  progress or, to the knowledge of MSI, threatened or
                  contemplated. MSI has not waived any statute of limitations
                  with respect to Taxes or agreed to an extension of time with
                  respect to a Tax assessment or deficiency.

                  3.       Neither MSI Solutions nor MSI Services is a
                  "consenting corporation" within the meaning of Section 341(f)
                  of the Code and none of the assets of MSI Solutions or MSI
                  Services is subject to an election under Section 341(f) of the
                  Code. Neither MSI Solutions nor MSI Services has been a United
                  States "real property holding corporation" within the meaning
                  of Section 897(c)(2) of the Code during the applicable period
                  specified in Section 897(c)(l)(A)(ii) of the




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                  Code. Neither MSI Solutions nor MSI Services is a party to any
                  Tax allocation or sharing agreement.

                  4.       Neither MSI Solutions nor MSI Services has ever been
                  a member of an "affiliated group" of corporations within the
                  meaning of Section 1504 of the Code.

                  5.       MSI Solutions is a "small business corporation" and
                  has maintained a valid election to be an "S" corporation under
                  Subchapter S of the Code, and the equivalent provisions of all
                  applicable state income tax statutes for all taxable years
                  since the taxable year ended December 31, 1996.

         16.10.   Assets. Each of MSI Solutions and MSI Services owns or leases
         all tangible assets necessary for the conduct of its respective
         businesses as presently conducted and as presently proposed to be
         conducted. Each such tangible asset is free from material defects, has
         been maintained in accordance with normal industry practice, is in good
         operating condition and repair (subject to normal wear and tear) and is
         suitable for the purposes for which it presently is used.

         16.11.   Real Property. Neither MSI Solutions nor MSI Services owns any
         real property.

         16.12.   Intellectual Property. Each of MSI Solutions and MSI Services
         owns or has the right to use all Intellectual Property (as hereinafter
         defined) incorporated in its products or necessary for, or used in, the
         operation of its business as presently conducted (the "MSI Intellectual
         Property"). Each item of MSI Intellectual Property will be owned or
         available for use by the Surviving Corp. on substantially identical
         terms and conditions immediately following the Closing.

                  1.       "Intellectual Property" shall mean all

                           1.       patents and patent applications,

                           2.       copyrights and registrations,

                           3.       mask works and registrations and
                           applications for registration,

                           4.       computer software, data and documentation,

                           5.       trade secrets, and

                           6.       trademarks, service marks, trade names and
                           applications and registrations therefor.

                  2.       To MSI's knowledge:

                                       12
<PAGE>   13

                           1.       no other person or entity has any rights to
                           any of the MSI Intellectual Property (except pursuant
                           to agreements or licenses);

                           2.       no other person or entity is infringing,
                           violating or misappropriating any of the MSI
                           Intellectual Property; and

                           3.       none of the activities or business presently
                           conducted by MSI Solutions and MSI Services infringes
                           or violates, or constitutes a misappropriation of,
                           any Intellectual Property rights of any person or
                           entity.

                  3.       Neither MSI Solutions nor MSI Services has received
                  any written complaint, written claim or written notice
                  alleging any such infringement, violation or misappropriation
                  of any third party's Intellectual Property rights and, to the
                  knowledge of MSI, no such claim has been threatened by any
                  third party. Each of MSI Solutions and MSI Services has made
                  available to Eclipsys complete and accurate copies of all
                  written documentation in their possession relating to claims
                  or disputes known to MSI concerning any item of the MSI
                  Intellectual Property.

                  4.       The MSI Disclosure Letter sets forth an accurate and
                  complete list of each patent, patent application, copyright
                  registration, mask work registration or application therefor,
                  and trademark or service mark registration or application
                  therefor of MSI Solutions and MSI Services.

                  5.       The MSI Disclosure Letter sets forth an accurate and
                  complete list of each license or other agreement (or type of
                  license or other agreement) pursuant to which either MSI
                  Solutions or MSI Services has licensed, distributed or
                  otherwise granted any rights to any third party with respect
                  to, any of the MSI Intellectual Property.

                  6.       The MSI Disclosure Letter sets forth an accurate and
                  complete list of each item of MSI Intellectual Property that
                  is owned by a party other than MSI, and the license or
                  agreement pursuant to which MSI uses it (excluding
                  off-the-shelf software programs licensed by MSI Solutions or
                  MSI Services pursuant to shrink wrap licenses).

                  7.       Neither MSI Solution nor MSI Services has disclosed
                  the source code for any of the software owned by MSI Solutions
                  or MSI Services and incorporated in its products or necessary
                  for the operation of its business as presently conducted (the
                  "Software") other than to parties owing a duty of
                  confidentiality to MSI Solutions and/or MSI Services, by
                  contract or otherwise.

                                       13
<PAGE>   14


                  8.       All of the Software has been created by employees of
                  MSI Solutions or MSI Services within the scope of their
                  employment by MSI or by independent contractors of MSI
                  Solutions or MSI Services who have executed agreements
                  expressly assigning all right, title and interest in the
                  Software to either MSI Solutions or MSI Services. No portion
                  of the Software was jointly developed with any third party.

         16.13.   Real Property Leases. The MSI Disclosure Letter sets forth an
         accurate and complete list of all real property leased or subleased to
         MSI and lists the term of such lease, any extension and expansion
         options, and the rent payable for the lease. MSI has delivered to
         Eclipsys correct and complete copies of the leases and subleases (as
         amended to date) listed in the MSI Disclosure Letter. With respect to
         each lease and sublease listed in the MSI Disclosure Letter:

                  1.       the lease or sublease is legal, valid, binding,
                  enforceable against MSI Solutions or MSI Services, as the case
                  may be, to the extent material to the business and operations
                  of MSI Solutions and MSI Services taken as a whole and such
                  lease or sublease will continue to be legal, valid, binding
                  and enforceable against MSI Solutions following the Closing in
                  accordance with the terms as in effect prior to the Closing,
                  to the extent material to the business and operations of MSI
                  Solutions following the Closing;

                  2.       to the knowledge of MSI, no party to any such lease
                  or sublease is in breach or default, and no event has occurred
                  which, with notice or lapse of time or both, would constitute
                  a breach or default or permit termination, modification, or
                  acceleration under any such agreement;

                  3.       to the knowledge of MSI, there are no disputes, oral
                  agreements or forbearance programs in effect as to any such
                  lease or sublease;

                  4.       Neither MSI Solutions nor MSI Services has assigned,
                  transferred, conveyed, mortgaged, deeded in trust or
                  encumbered any interest in the leasehold or subleasehold
                  created pursuant to any such lease or sublease; and

                  5.       all facilities leased or subleased are supplied with
                  utilities and other services necessary for the operation of
                  said facilities in the Ordinary Course of Business.

         16.14.   Contracts. The MSI Disclosure Letter sets forth an accurate
         and complete list of the following written arrangements (including
         without limitation written agreements) to which MSI Solutions or MSI
         Services is a party:

                                       14
<PAGE>   15

                  1.       any written arrangement (or group of related written
                  arrangements) for the lease of personal property from or to
                  third parties providing for lease payments in excess of
                  $50,000 per annum;

                  2.       any written arrangement (or group of related written
                  arrangements) for the provision of products or services to
                  customers of MSI Services or MSI Solutions since 1991;

                  3.       any written arrangement (or group of related written
                  arrangements) in which MSI Solutions or MSI Services has
                  granted manufacturing rights, most favored nation pricing
                  provisions or exclusive marketing or distribution rights
                  relating to any products or territory or has agreed to
                  purchase a minimum quantity of goods or services or has agreed
                  to purchase goods or services exclusively from a certain
                  party;

                  4.       any written arrangement establishing a partnership or
                  joint venture;

                  5.       any written arrangement (or group of related written
                  arrangements) under which it has created, incurred, assumed,
                  or guaranteed (or may create, incur, assume, or guarantee)
                  indebtedness (including capitalized lease obligations)
                  involving more than $50,000 or under which it has imposed (or
                  may impose) a Security Interest on any of its assets, tangible
                  or intangible;

                  6.       any written arrangement concerning confidentiality or
                  noncompetition;

                  7.       any written arrangement involving any of the MSI
                  Shareholders or their "affiliates", as that term is defined in
                  Rule 12b-2 under the Securities Exchange Act of 1934, as
                  amended (the "Exchange Act")(the "MSI Affiliates");

                  8.       any written arrangement under which the consequences
                  of a default or termination could have an MSI Material Adverse
                  Effect; and

                  9.       any other written arrangement (or group of related
                  written arrangements) (i) involving more than $50,000 annually
                  and (ii) not entered into in the Ordinary Course of Business.

         With the exception of those written arrangements listed in the MSI
         Disclosure Letter pursuant to Section 16.14.6, MSI has delivered or
         made available to Eclipsys a correct and complete copy of each written
         arrangement (as amended to date) listed in the MSI Disclosure Letter
         pursuant to this Section 16.14. With respect to each such written
         arrangement so listed:



                                       15
<PAGE>   16

                  1.       the written arrangement is legal, valid, binding and
                  enforceable against MSI Solutions or MSI Services, as the case
                  may be, to the extent material to the business and operations
                  of MSI Solutions and MSI Services taken as a whole;

                  2.       the written arrangement will continue to be legal,
                  valid, binding and enforceable against MSI Solutions and MSI
                  Services, as the case may be, following the Closing in
                  accordance with the terms in effect prior to the Closing, but
                  only to the extent material to the business and operations of
                  MSI Solutions and MSI Services taken as a whole following the
                  Closing;

                  3.       neither MSI Solutions nor MSI Services is, and to
                  MSI's knowledge, no other party is, in breach or default, and
                  no event has occurred which with notice or lapse of time would
                  constitute a breach or default or permit termination,
                  modification, or acceleration, under any such written
                  agreement, other than such breaches, defaults, terminations,
                  modifications or accelerations as would not have an MSI
                  Material Adverse Effect; and

                  4.       neither MSI Solutions nor MSI Services is a party to
                  any oral contract, agreement or other arrangement which, if
                  reduced to written form, would be required to be listed in the
                  MSI Disclosure Letter pursuant to the provisions of this
                  Section 16.14.

         16.15.   Accounts Receivable. All accounts receivable of MSI Solutions
         and MSI Services reflected on the Most Recent Balance Sheet are valid
         receivables (net of the applicable reserve for bad debts reflected
         thereon).

         16.16.   Performance Bonds and Powers of Attorney. There are no
         outstanding performance bonds or powers of attorney executed on behalf
         of MSI Solutions or MSI Services.

         16.17.   Insurance. The MSI Disclosure Letter sets forth the name of
         the insurer, the name of the policyholder, the name of each covered
         insured, the policy number and the period of coverage with respect to
         each insurance policy (including fire, theft, casualty, general
         liability, workers compensation, business interruption, environmental,
         product liability and automobile insurance policies and bond and surety
         arrangements) to which MSI Solutions or MSI Services is a party, a
         named insured or otherwise a beneficiary of coverage as of the date
         hereof.

         16.18.   Litigation. There are no suits, actions, claims, proceedings
         or investigations pending, or, to the knowledge of MSI, threatened
         against, relating to or involving MSI Solutions or MSI Services before
         any court, arbitrator or administrative or governmental body, which
         could reasonably be expected to have an MSI Material Adverse Effect.
         Neither MSI Solutions nor MSI



                                       16
<PAGE>   17

         Services is subject to any judgment, decree, injunction, rule or order
         of any court, and to the knowledge of MSI, neither MSI Solutions nor
         MSI Services is subject to any governmental restriction applicable to
         MSI Solutions or MSI Services which is reasonably likely to have an MSI
         Material Adverse Effect or to cause a material limitation on Eclipsys
         ability to operate the business of MSI Solutions and MSI Services after
         the Closing.

         16.19.   Product Warranty. No product manufactured, sold, leased,
         licensed or delivered by MSI Solutions or MSI Services is subject to
         any guaranty, warranty, right of return or other indemnity beyond the
         applicable standard terms and conditions of sale or lease, which are
         listed in the MSI Disclosure Letter. The MSI Disclosure Letter sets
         forth the aggregate expenses incurred by MSI in fulfilling their
         obligations under their guaranty, warranty, right of return and
         indemnity provisions during each of the fiscal years and the interim
         period covered by the MSI Financial Statements.

         16.20.   Employees. The MSI Disclosure Letter sets forth an accurate
         and complete list of all employees on MSI Solutions and MSI Services
         payrolls as of June 5, 1999, along with the position and the annual
         rate of compensation of each such person. Each such employee (other
         than purely clerical or administrative personnel who do not have access
         to confidential information) has entered into a
         confidentiality/assignment of inventions agreement with MSI Solutions
         or MSI Services, as the case may be, a copy of which has previously
         been delivered to or made available to Eclipsys. To the knowledge of
         MSI, no key employee or group of employees has any plans to terminate
         employment with MSI Solutions or MSI Services. Neither MSI Solutions
         nor MSI Services is a party to or bound by any collective bargaining
         agreement, nor has it experienced any strikes, grievances, claims of
         unfair labor practices or other collective bargaining disputes other
         than such strikes, grievances, claims or disputes which would not have
         an MSI Material Adverse Effect. To the knowledge of MSI, neither MSI
         Solutions nor MSI Services is the subject of any organizational effect
         made or threatened, either currently or within the past two years, by
         or on behalf of any labor union with respect to employees of MSI
         Solutions or MSI Services.

         16.21.   Employee Benefits. The MSI Disclosure Letter sets forth an
         accurate and complete list of all Employee Benefit Plans (as
         hereinafter defined) maintained, or contributed to, by MSI Solutions or
         MSI Services or any ERISA Affiliate (as hereinafter defined).

                  1.       "Employee Benefit Plan" means any employee pension
                  benefit plan (as defined in Section 3(2) of the Employee
                  Retirement Income Security Act of 1974, as amended ("ERISA")),
                  any employee welfare benefit plan (as defined in Section 3(1)
                  of ERISA), and any other written or oral plan, agreement or
                  arrangement involving direct or indirect compensation,
                  including without limitation insurance coverage, severance
                  benefits, disability benefits, deferred compensation, bonuses,
                  stock options, stock purchase, phantom stock, stock
                  appreciation or other forms of incentive compensation or
                  post-retirement compensation.



                                       17
<PAGE>   18

                  2.       "ERISA Affiliate" means any entity which is a member
                  of:

                           1.       a controlled group of corporations (as
                           defined in Section 414(b) of the Code),

                           2.       a group of trades or businesses under common
                           control (as defined in Section 414(c) of the Code),
                           or

                           3.       an affiliated service group (as defined
                           under Section 414(m) of the Code or the regulations
                           under Section 414(o) of the Code), any of which
                           includes MSI Solutions or MSI Services.

                  3.       Complete and accurate copies of the following items
                  have been provided to Eclipsys or made available for
                  inspection by Eclipsys:

                           1.       all Employee Benefit Plans which have been
                           reduced to writing;

                           2.       all related trust agreements, insurance
                           contracts and summary plan descriptions;

                           3.       all annual reports filed on IRS Form 5500,
                           5500C, or 5500R for the last two plan years for each
                           Employee Benefit Plan, have been delivered or made
                           available to Eclipsys; and

                           4.       a written summary of each unwritten Employee
                           Benefit Plan which is material.

                  4.       Each Employee Benefit Plan has been administered in
                  all material respects in accordance with its terms and each of
                  MSI Solutions, MSI Services and any ERISA Affiliates has in
                  all material respects met its obligations with respect to such
                  Employee Benefit Plan and has made all required contributions
                  thereto. All Employee Benefit Plans are in compliance in all
                  material respects with the currently applicable provisions of
                  ERISA and the Code and the related regulations.

                  5.       To MSI's knowledge, there are no investigations by
                  any Governmental Entity, termination proceedings or other
                  claims (except claims for benefits payable in the normal
                  operation of the Employee Benefit Plans and proceedings with
                  respect to qualified domestic relations orders), suits or
                  proceedings against or involving any Employee Benefit Plan or
                  asserting any rights or claims to benefits under any Employee
                  Benefit Plan that could give rise to any material liability.

                  6.       All the Employee Benefit Plans that are intended to
                  be qualified under Section 401(a) of the Code have received
                  determination letters from the Internal



                                       18
<PAGE>   19

                  Revenue Service to the effect that such Employee Benefit Plans
                  are qualified and the plans and the trusts related are exempt
                  from federal income taxes under Sections 401(a) and 501(a),
                  respectively, of the Code, no such determination letter has
                  been revoked and revocation has not been threatened, and no
                  such Employee Benefit Plan has been amended since the date of
                  its most recent determination letter or application therefor
                  in any material respect, and no act or omission has occurred,
                  that would adversely affect its qualification.

                  7.       Neither MSI Solutions, MSI Services nor any ERISA
                  Affiliate has ever maintained an Employee Benefit Plan subject
                  to Section 412 of the Code or Title IV of ERISA.

                  8.       At no time has MSI Solutions, MSI Services or any
                  ERISA Affiliate been obligated to contribute to any
                  "multi-employer plan" (as defined in Section 4001(a)(3) of
                  ERISA).

                  9.       There are no unfunded obligations under any Employee
                  Benefit Plan providing benefits after termination of
                  employment to any employee of MSI Solutions or MSI Services
                  (or to any beneficiary of any such employee) which are not
                  reported in the MSI Financial Statements, including but not
                  limited to retiree health coverage and deferred compensation,
                  but excluding continuation of health coverage required to be
                  continued under Section 4980B of the Code and insurance
                  conversion privileges under state law.

                  10.      No act or omission has occurred and no condition
                  exists with respect to any Employee Benefit Plan maintained by
                  MSI Solutions, MSI Services or any ERISA Affiliate that would
                  subject MSI Solutions or MSI Services to any material fine,
                  penalty, tax or liability of any kind imposed under ERISA or
                  the Code.

                  11.      No Employee Benefit Plan is funded by, associated
                  with, or related to a voluntary employee's beneficiary
                  association within the meaning of Section 501(c)(9) of the
                  Code.

                  12.      No Employee Benefit Plan or related plan document or
                  agreement, summary plan description or other written
                  communication distributed generally to employees by its terms
                  prohibits MSI Solutions or MSI Services from amending or
                  terminating any such Employee Benefit Plan.

                  13.      The MSI Disclosure Letter sets forth an accurate and
                  complete list of each:

                           1.       agreement with any director or executive
                           officer of MSI Solutions or MSI Services (A) the
                           benefits of which are contingent, or the terms of
                           which are materially altered, upon the occurrence of
                           a transaction



                                       19
<PAGE>   20

                           involving MSI of the nature of any of the
                           transactions contemplated by this Agreement, (B)
                           providing any term of employment or compensation
                           guarantee or (C) providing severance benefits or
                           other benefits after the termination of employment of
                           such director or executive officer;

                           2.       agreement, plan or arrangement under which
                           any person may receive payments from MSI Solutions or
                           MSI Services that may be subject to the tax imposed
                           by Section 4999 of the Code or included in the
                           determination of such person's parachute payment
                           under Section 280G of the Code; and

                           3.       agreement or plan binding upon MSI Solutions
                           or MSI Services, including without limitation any
                           stock option plan, stock appreciation right plan,
                           restricted stock plan, stock purchase plan, severance
                           benefit plan, or any Employee Benefit Plan, any of
                           the benefits of which will be increased, or the
                           vesting of the benefits of which will be accelerated,
                           by the occurrence of any of the transactions
                           contemplated by this Agreement or the value of any of
                           the benefits of which will be calculated on the basis
                           of any of the transactions contemplated by this
                           Agreement.

         16.22.   Legal Compliance. MSI Solutions and MSI Services, and the
         conduct and operations of their business, are in compliance with each
         law (including rules and related regulations) of any federal, state,
         local or foreign government, or any Governmental Entity, which (a)
         affects or relates to this Agreement or the contemplated transactions
         or (b) is applicable to MSI Solutions, MSI Services or their respective
         businesses, except for such failure to comply under a law referred to
         in clause (b) above which do not have an MSI Material Adverse Effect.

         16.23.   Permits. The MSI Disclosure Letter sets forth a list of all
         permits, licenses, registrations, certificates, orders or approvals
         from any Governmental Entity (including without limitation those issued
         or required under environmental laws and those relating to the
         occupancy or use of owned or leased real property) ("Permits") issued
         to or held by MSI and material to the business and operations of MSI
         Solutions and MSI Services taken as a whole. Such listed Permits are
         the only Permits that are required for MSI to conduct its business as
         presently conducted, except for those the absence of which would not
         have an MSI Material Adverse Effect. Each such Permit is in full force
         and effect and, to the knowledge of MSI, no suspension or cancellation
         of such Permit is threatened.

         16.24.   Certain Business Relationships With Affiliates. The MSI
         Disclosure Letter sets forth an accurate and complete list of all
         transactions and relationships between MSI Solutions and/or MSI
         Services and any Affiliate which are reflected in the statements of
         operations of MSI included in the MSI Financial Statements. To the
         knowledge of MSI, no Affiliate of MSI Solutions or MSI Services



                                       20
<PAGE>   21

                  1.       owns any property or right, tangible or intangible,
                  which is material and used in the business of MSI Solutions
                  and MSI Services,

                  2.       has any claim or cause of action against MSI
                  Solutions or MSI Services, or

                  3.       owes any money to MSI Solutions or MSI Services.

         16.25.   Brokers' Fees. MSI has no liability or obligation to pay any
         fees or commissions to any broker or finder with respect to the
         transactions contemplated by this Agreement other than fees and
         commission payable to Hambrecht & Quist LLC ("H&Q") pursued to that
         certain engagement letter dated January 6, 1999 by and between MSI
         Solutions and H&Q.

         16.26.   Books and Records. The minute books and other similar records
         of MSI Solutions and MSI Services contain true and complete records of
         all actions taken at any meetings of the shareholders, Board of
         Directors or any committee and of all written consents executed in lieu
         of the holding of any such meeting. The books and records of MSI
         Solutions and MSI Services have been maintained in accordance with good
         business and bookkeeping practices.

         16.27.   Customers and Suppliers. To the knowledge of MSI, no unfilled
         customer order or commitment obligating MSI Solutions or MSI Services
         to process, manufacture or deliver products or perform services is
         expected to result in a loss to MSI Solutions or MSI Services upon
         completion of performance. The MSI Disclosure Letter sets forth a list
         of (a) each customer that accounted for more than 5% of the
         consolidated revenues of MSI Solutions and MSI Services during the last
         full fiscal year or the interim period through the date of the Most
         Recent Balance Sheet and the approximate amount of revenues accounted
         for by such customer during each such period and (b) each supplier that
         is the sole supplier of any significant product or component to MSI
         Solutions or MSI Services.

         16.28.   MSI Action. The Boards of Directors of MSI Solutions and MSI
         Services, pursuant to unanimous written consent, have (i) determined
         that each of the Mergers is fair and in the best interests of their
         respective shareholders and (ii) adopted this Agreement in accordance
         with the provisions of the GBCC. The MSI Solutions shareholders have
         approved the merger of Merger Sub with and into MSI Solutions pursuant
         to unanimous written consent and the MSI Services shareholders have
         approved the merger of MSI Services with and into MSI Solutions
         pursuant to unanimous written consent.

         16.29.   Disclosure. No representation or warranty by MSI Solutions or
         MSI Services contained in this Agreement, and no statement contained in
         the MSI Disclosure Letter or any certificate or other instrument
         delivered to or to be delivered by or on behalf of MSI



                                       21
<PAGE>   22

         Solutions or MSI Services pursuant to this Agreement, contains or will
         contain any untrue statement of a material fact or omits or will omit
         to state any material fact necessary, in light of the circumstances
         under which it was or will be made, in order to make the statements
         herein or therein not misleading.

         16.30.   Year 2000. The MSI Disclosure Letter sets forth an accurate
         and complete list of each written year 2000 audit, report or
         investigation that has been performed by or on behalf of MSI Solutions
         or MSI Services with respect to their business and operations, and MSI
         Solutions and MSI Services have provided to Eclipsys true and correct
         copies of all such written audits, reports or investigations. Except as
         set forth in the MSI Disclosure Letter, neither MSI Solutions nor MSI
         Services has provided any express guarantee or express warranty for any
         product sold or licensed, or services provided, by MSI Solutions or MSI
         Services to the effect that any such product or service is year 2000
         compliant.

REPRESENTATIONS AND WARRANTIES OF ECLIPSYS AND THE MERGER SUB.

17.      Eclipsys' Representations and Warranties. With such exceptions as are
set forth in a letter (the "Eclipsys Disclosure Letter") delivered by Eclipsys
and the Merger Sub to MSI Solutions and MSI Services prior to the execution
hereof, Eclipsys and the Merger Sub hereby represent and warrant to MSI
Solutions and MSI Services as follows:

         17.1.    Organization. Each of Eclipsys and the Merger Sub is a
         corporation duly organized, validly existing and in good standing under
         the laws of the State of Delaware. Each of Eclipsys and the Merger Sub
         is duly qualified to conduct business and is in good standing under the
         laws of each jurisdiction in which the nature of its business or the
         ownership or leasing of its properties requires such qualification,
         except where the failure to be so qualified would not have a material
         adverse effect upon the assets, business, financial condition or
         results of operations of Eclipsys and its subsidiaries taken as a whole
         (an "Eclipsys Material Adverse Effect"). Each of Eclipsys and the
         Merger Sub has all requisite corporate power and authority to carry on
         the business in which it is engaged and to own and use the properties
         owned and used by it. Eclipsys owns all of the issued and outstanding
         shares of capital stock of the Merger Sub.

         17.2.    Capitalization. All of the issued and outstanding shares of
         capital stock of Eclipsys are duly authorized, validly issued, fully
         paid, nonassessable and free of all preemptive rights. All of the
         Merger Shares will be, when issued in accordance with this Agreement,
         duly authorized, validly issued, fully paid, nonassessable and free of
         all preemptive rights. All of the outstanding shares of capital stock
         of the Merger Sub are owned by Eclipsys. As of the date hereof:

                  1.       the authorized, issued and outstanding capital stock
                  of Eclipsys as of June 9, 1999, is as follows:



                                       22
<PAGE>   23

                           1.       200,000,000 shares of Eclipsys Stock are
                           authorized and 32,098,114 of such shares are issued
                           and outstanding;

                           2.       5,000,000 shares of Non-Voting Common Stock,
                           $.01 par value per share, of Eclipsys (the
                           "Non-Voting Common Stock") are authorized and 597,621
                           of such shares are issued and outstanding;

                           3.       5,000,000 shares of Preferred Stock of
                           Eclipsys, $.01 par value per share (the "Preferred
                           Stock"), are authorized, none of which are issued and
                           outstanding; and

                           4.       Except as set forth in Eclipsys Disclosure
                           Letter, there are no options, warrants, equity
                           securities, calls, rights, commitments or agreements
                           of any character to which Eclipsys or any of its
                           subsidiaries is a party or by which Eclipsys or any
                           of its subsidiaries is bound obligating Eclipsys or
                           any of its subsidiaries to issue, deliver or sell, or
                           cause to be issued, delivered or sold, additional
                           shares of capital stock of Eclipsys or any of its
                           subsidiaries or obligating Eclipsys or any of its
                           subsidiaries to grant, extend, accelerate the vesting
                           of or enter into any such option, warrant, equity
                           security, call, right, commitment or agreement,
                           including as a result of the transactions
                           contemplated by this Agreement.

                  2.       no shares of capital stock of Eclipsys are held in
                  the treasury of Eclipsys.

         17.3.    Authorization of Transactions. Each of Eclipsys and the Merger
         Sub has all requisite power and authority to execute and deliver this
         Agreement and to perform its obligations under this Agreement. The
         execution and delivery of this Agreement by Eclipsys and the Merger
         Sub, the performance of this Agreement and the consummation of the
         contemplated transactions have been duly and validly authorized by all
         necessary corporate action on the part of Eclipsys and the Merger Sub.
         This Agreement has been duly and validly executed and delivered by
         Eclipsys and the Merger Sub and, assuming due authorization, execution
         and delivery by MSI Solutions, MSI Services and the MSI Shareholders,
         constitutes a valid and binding obligation of Eclipsys and the Merger
         Sub, enforceable against them in accordance with its terms, subject to
         applicable bankruptcy, insolvency and other similar laws affecting the
         enforceability of creditors' rights generally, general equitable
         principles and the discretion of courts in granting equitable remedies.

         17.4.    Noncontravention. Subject to (i) compliance with the HSR Act
         and (ii) the filing of the Certificates of Merger as required by the
         DGCL and the GBCC, neither the execution and delivery of this Agreement
         by Eclipsys or the Merger Sub, nor the consummation by Eclipsys or the
         Merger Sub of the contemplated transactions, will:



                                       23
<PAGE>   24

                  1.       conflict with or violate any provision of the charter
                  or By-laws of Eclipsys or any of its subsidiaries,

                  2.       to the knowledge of Eclipsys, require on the part of
                  Eclipsys or the Merger Sub any filing with, or permit,
                  authorization, consent or approval of, any Governmental
                  Entity,

                  3.       except as set forth in the Eclipsys Disclosure
                  Letter, conflict with, result in breach of, constitute (with
                  or without due notice or lapse of time or both) a default
                  under, result in the acceleration of, create in any party any
                  right to accelerate, terminate, modify or cancel, or require
                  any notice, consent or waiver under, any contract, lease,
                  sublease, license, sublicense, franchise, permit, indenture,
                  agreement or mortgage for borrowed money, instrument of
                  indebtedness, Security Interest or other arrangement to which
                  Eclipsys or any of its subsidiaries is a party or by which
                  Eclipsys or any of its subsidiary is bound or to which any of
                  their assets are subject, other than such conflicts, breach,
                  defaults, accelerations, terminations, modifications or
                  cancellations which individually or in the aggregate would not
                  have an Eclipsys Material Adverse Effect,

                  4.       result in the imposition of any Security Interest
                  upon any material assets of Eclipsys or any of its
                  subsidiaries, or

                  5.       violate any order, writ, injunction, decree, statute,
                  rule or regulation applicable to Eclipsys or any of its
                  subsidiaries or any of their respective properties or assets
                  except such violations as would not in the aggregate have an
                  Eclipsys Material Adverse Effect.

         17.5.    Financial Statements. Eclipsys has heretofore delivered to MSI
         Solutions and MSI Services (i) the audited consolidated balance sheets
         of Eclipsys and its subsidiaries as of December 31, 1996, 1997 and 1998
         and its audited consolidated statements of operations, stockholders
         equity and cash flows for the fiscal years then ended, including the
         notes thereto, examined by and accompanied by the report of
         PricewaterhouseCoopers, LLP, independent public accountants and (ii)
         the unaudited consolidated balance sheet of Eclipsys and its
         subsidiaries as of March 31, 1999 (the "Eclipsys Balance Sheet") and
         its unaudited consolidated statements of operations, stockholders
         equity and cash flows for the three month period then ended (all of the
         financial statements referred to in this Section 17.5. are hereinafter
         collectively referred to as the "Eclipsys Financial Statements"). The
         Eclipsys Financial Statements have been prepared from, and are in
         accordance with, the books and records of Eclipsys and its consolidated
         subsidiaries and present fairly the consolidated financial position and
         consolidated results of operations, stockholders equity and cash flows
         of Eclipsys and its consolidated subsidiaries as of the dates and for
         the periods indicated, in each case in conformity with generally
         accepted accounting principles ("GAAP"), consistently applied, except
         as otherwise stated in the Eclipsys Disclosure Letter.



                                       24
<PAGE>   25

         17.6.    SEC Reports. Eclipsys has heretofore made available to MSI
         Solutions and MSI Services (i) Eclipsys' Annual Report on Form 10-K for
         the year ended December 31, 1998 including all exhibits thereto and
         items incorporated therein by reference, (ii) Eclipsys' Quarterly
         Report on Form 10-Q for the quarter ended March 31, 1999 including all
         exhibits thereto and items incorporated therein by reference, (iii) the
         Proxy Statement relating to Eclipsys' Annual Meeting of Stockholders
         held on April 21, 1999, and (iv) all Current Reports on Form 8-K filed
         by Eclipsys with the Securities and Exchange Commission since December
         31, 1998, including all exhibits thereto and items incorporated therein
         by reference (Items (i) through (iv) in this sentence being referred to
         collectively as the "Eclipsys SEC Reports"). As of their respective
         dates, the Eclipsys SEC Reports did not contain any untrue statement of
         a material fact or omit to state any material fact required to be
         stated therein or necessary to make the statements therein, in light of
         the circumstances under which they were made, not misleading. Since
         August 6, 1998, Eclipsys has timely filed all forms, reports and
         documents with the Securities and Exchange Commission (the "SEC")
         required to be filed by it pursuant to the Securities Act and the
         Exchange Act, and the applicable rules and regulations promulgated
         thereunder each of which complied as to form, at the time such form,
         document or report was filed, in all material respects with the
         applicable requirements of the Securities Act and the Exchange Act and
         the applicable rules and regulations promulgated thereunder. Neither
         Eclipsys nor any of its subsidiaries has since December 31, 1998, (i)
         failed to pay any dividend or sinking fund installment on preferred
         stock, or (ii) defaulted (a) on any installment or installments of
         indebtedness for borrowed money, or (b) on any rental on one or more
         long term leases, which defaults in the aggregate are material to the
         financial position of Eclipsys and its subsidiaries taken as a whole.

         17.7.    Absence of Material Adverse Changes. Since March 31, 1999,

                  1.       there has not been any Eclipsys Material Adverse
                  Effect, nor has there occurred any event or development which
                  could reasonably be foreseen to result in an Eclipsys Material
                  Adverse Effect in the future, and

                  2.       except as disclosed in the Eclipsys Disclosure Letter
                  or as consented to in writing by MSI Solutions or MSI
                  Services, neither Eclipsys nor any of its subsidiaries has
                  taken any of the actions prohibited under Section 22 of this
                  Agreement.

         17.8.    Intellectual Property. Eclipsys and each of its subsidiaries
         owns or has the right to use all Intellectual Property incorporated in
         its products and necessary for, or used in, the operation of its
         business as presently conducted (the "Eclipsys Intellectual Property").
         To Eclipsys' knowledge, no other person or entity has any rights to any
         of the Eclipsys Intellectual Property (except pursuant to agreements or
         licenses specified in the Eclipsys Disclosure Letter). No other person
         or entity is infringing, violating or misappropriating any of the
         Eclipsys Intellectual Property. None of the activities or businesses
         presently



                                       25
<PAGE>   26

         conducted by Eclipsys and its subsidiaries infringes or violates, or
         constitutes a misappropriation of any Intellectual Property rights of
         any other person or entity. Neither Eclipsys nor any of its
         subsidiaries has received any written complaint, written claim or
         written notice alleging any infringement, violation or misappropriation
         of any third parties' Intellectual Property rights and, to the
         knowledge of Eclipsys, no such claim has been threatened by any third
         party. Each of Eclipsys and its subsidiaries has made available to MSI
         Solutions and MSI Services complete and accurate copies of all written
         documentation in their possession relating to claims or disputes known
         to Eclipsys concerning any item of the Eclipsys Intellectual Property.
         The Eclipsys Disclosure Letter sets forth an accurate and complete list
         of each item of Eclipsys Intellectual Property that is owned by a party
         other than Eclipsys or any of its subsidiaries, and the license or
         agreement pursuant to which Eclipsys or its subsidiaries uses it
         (excluding off-the-shelf software programs licensed by Eclipsys or any
         of its subsidiaries pursuant to shrink wrap licenses).

         17.9.    Contracts. Accurate and complete copies of all: (i) agreements
         which obligate Eclipsys or any of its subsidiaries to register
         securities of Eclipsys under the Securities Act; and (ii) agreements
         between Eclipsys and its subsidiaries and stockholders of Eclipsys and
         its subsidiaries relating to the voting or transfer of any securities
         of Eclipsys or any of its subsidiaries have been made available by
         Eclipsys to MSI Solutions and MSI Services.

         17.10.   Employee Benefits. Each of Eclipsys and its subsidiaries has
         made available to MSI Solutions and MSI Services complete and accurate
         copies of all Employee Benefit Plans maintained, or contributed to, by
         Eclipsys or any of its subsidiaries or any ERISA Affiliate ("Eclipsys
         Employee Benefit Plans"). Eclipsys has delivered to MSI Solutions and
         MSI Services complete and accurate copies of: (i) all Eclipsys Employee
         Benefit Plans which have been reduced to writing; (ii) all related
         trust agreements, insurance contracts and summary plan descriptions;
         and (iii) all annual reports filed on IRS Form 5500, 5500C or 5500R for
         the last two Plan years for each Eclipsys Employee Benefit Plan.
         Eclipsys has also has delivered to MSI Solutions and MSI Services a
         written summary of each unwritten Eclipsys Employee Benefit Plan which
         is material to the business and operations of Eclipsys and its
         subsidiaries taken as a whole. Each Eclipsys Employee Benefit Plan has
         been administered in all material respects in accordance with its terms
         and each of Eclipsys and its subsidiaries and any ERISA Affiliate has
         in all material respects met its obligations with respect to such
         Eclipsys Employee Benefit Plans and has made all required contributions
         thereto. All such Eclipsys Employee Benefit Plans are in compliance in
         all material respects with the currently applicable provisions of ERISA
         and the Code and the related regulations. At no time has Eclipsys or
         any subsidiary thereof or any ERISA Affiliate been obligated to
         contribute to any multi-employer plan (as defined in Section 4001(a)(3)
         of ERISA). There are no unfunded obligations under any Eclipsys
         Employee Benefit Plan providing benefits after termination of
         employment to any employee of Eclipsys or any subsidiary thereof (or to
         any beneficiary of any such employee) which requires reporting under
         GAAP which are



                                       26
<PAGE>   27

         not reported in the Eclipsys Financial Statements, including but not
         limited to retiree health coverage and deferred compensation, but
         excluding continuation of health coverage required to be continued
         under Section 4980B of the Code and insurance conversion privileges
         under State law. No act or omission has occurred and no condition
         exists with respect to any Eclipsys Employee Benefit Plan maintained by
         Eclipsys any of its subsidiaries or any ERISA Affiliate that would
         subject Eclipsys or any of its subsidiaries to any material fine,
         penalty, tax or liability of any kind imposed under ERISA or the Code.

         17.11.   Brokers' Fees. Neither Eclipsys nor the Merger Sub has any
         liability or obligation to pay any fees or commissions to any broker or
         finder with respect to the transactions contemplated by this Agreement.

         17.12.   Eclipsys Action. The Board of Directors of Eclipsys has
         determined that each of the Mergers is fair and in the best interests
         of Eclipsys and its stockholders and has approved this Agreement and
         the transactions contemplated hereby. The Board of Directors of Merger
         Sub has determined that the merger of Merger Sub with and into MSI
         Solutions is fair and in the best interests of Merger Sub and its
         stockholders and has approved this Agreement and the transactions
         contemplated hereby and has directed that this Agreement and such
         merger be submitted to the sole stockholder of Merger Sub for its
         adoption and approval. Eclipsys, as the sole stockholder of Merger Sub,
         has adopted and approved this Agreement. The stockholders of Eclipsys
         are not required to approve this Agreement under the Certificate of
         Incorporation or By-Laws of Eclipsys, the DGCL, the applicable rules of
         the NASDAQ National Market or pursuant to any other applicable
         instrument, document, law, rule or regulation.

         17.13.   Disclosure. No representation or warranty by Eclipsys or the
         Merger Sub contained in this Agreement, and no statement contained in
         the Eclipsys Disclosure Letter or any certificate or other instrument
         delivered to or to be delivered by or on behalf of Eclipsys or the
         Merger Sub pursuant this Agreement, contains or will contain any untrue
         statement of a material fact or omits or will omit to state any
         material fact necessary, in light of the circumstances under which it
         was or will be made, in order to make the statements made or to be made
         not misleading.

         17.14.   Year 2000. Each of Eclipsys and its subsidiaries has provided
         to MSI Solutions and MSI Services true and correct copies of all
         written Y2K audits, reports and investigations that have been performed
         by or on behalf of Eclipsys or any of its subsidiaries with respect to
         its business and operations.

COVENANTS

18.      Reasonable Best Efforts. Each of the Parties shall cooperate, and use
its reasonable best efforts to take, or cause to be taken, all actions, and to
do, or cause to be done, all things necessary, proper or advisable under
applicable laws and regulations to consummate the



                                       27
<PAGE>   28

transactions contemplated by this Agreement; provided, however, that
notwithstanding anything in this Agreement to the contrary, Eclipsys shall not
be required to sell or dispose of or hold separately (through a trust or
otherwise) any assets or businesses of Eclipsys or its affiliates.

19.      Notices and Consents. Each of the Parties shall cooperate and use its
reasonable best efforts to obtain, at its expense, all such waivers, licenses,
permits, consents, approvals, qualifications, orders or other authorizations
from third parties and Governmental Entities, and to effect all such
registrations, filings and notices with or to third parties and Governmental
Entities, as each such party may be required to obtain in order to complete the
transactions contemplated by this Agreement. Without limiting the foregoing,
each of the Parties shall promptly file any notification and report forms and
related material that it may be required to file with the Federal Trade
Commission and the Antitrust Division of the United States Department of Justice
under the HSR Act, shall use its reasonable best efforts to obtain an early
termination of the applicable waiting period, and shall make any further filings
or information submissions pursuant thereto that may be necessary, proper or
advisable.

20.      Stockholder Agreements. Each MSI Shareholder shall be an accredited
investor within the definition set forth in Rule 501(a) of the Securities Act
and Eclipsys shall receive from each of the shareholders an investment
representation letter substantially in the form attached as Exhibit A.

21.      Operation of the Business by MSI. Except as contemplated by this
Agreement, during the period from the date of this Agreement to the Effective
Time (or the termination of this Agreement), MSI Solutions and MSI Services
shall use their reasonable best efforts to conduct their operations in the
Ordinary Course of Business and in compliance with all applicable laws and
regulations and, to the extent consistent therewith, use all reasonable efforts
to preserve intact their current business organization, keep their physical
assets in good working condition (normal wear and tear excepted), keep available
the services of their current officers and key employees and preserve their
relationships with customers, suppliers and others having business dealings with
them to the end that their goodwill and ongoing business shall not be impaired
in any material respect. Without limiting the generality of the foregoing, prior
to the Effective Time or the termination of this Agreement, neither MSI
Solutions nor MSI Services shall, without the written consent of Eclipsys:

         21.1.    issue, sell, deliver or agree or commit to issue, sell or
         deliver (whether through the issuance or granting of options, warrants,
         commitments, subscriptions, rights to purchase or otherwise) or
         authorize the issuance, sale or delivery of, or redeem or repurchase,
         any stock of any class or any other securities or any rights, warrants
         or options to acquire any such stock or other securities (except
         pursuant to the conversion or exercise of convertible securities,
         Options or Warrants outstanding on the date ), or amend any of the
         terms of any such convertible securities or Options or Warrants;



                                       28
<PAGE>   29

         21.2.    split, combine or reclassify any shares of its capital stock;
         declare, set aside or pay any dividend or other distribution (whether
         in cash, stock or property or any combination) in respect of its
         capital stock;

         21.3.    create, incur or assume any debt not currently outstanding
         (including obligations in respect of capital leases), except in the
         Ordinary Course of Business; assume, guarantee, endorse or otherwise
         become liable or responsible (whether directly, contingently, or
         otherwise) for the obligations of any other person or entity; or make
         any loans, advances or capital contributions to, or investments in, any
         other person or entity except for a loan or advance to an employee that
         would not jeopardize the treatment of the Mergers as a pooling of
         interests for accounting purposes;

         21.4.    enter into, adopt or amend any Employee Benefit Plan or any
         employment or severance agreement or arrangement (except as required
         under applicable law), (except for normal performance reviews or
         increases in the Ordinary Course of Business) increase in any manner
         the compensation or fringe benefits of, or materially modify the
         employment terms of, its directors, officers or employees, generally or
         individually, or pay any benefit not required by the terms in effect on
         the date of any existing Employee Benefit Plan;

         21.5.    acquire, sell, lease, encumber or dispose of any assets or
         property (including without limitation any shares or other equity
         interests in or securities of any corporation, partnership, association
         or other business organization or division ), other than purchases and
         sales of assets in the Ordinary Course of Business;

         21.6.    amend its Articles of Incorporation or By-laws;

         21.7.    change in any material respect its accounting methods,
         principles or practices;

         21.8.    discharge or satisfy any Security Interest or pay any
         obligation or liability other than in the Ordinary Course of Business;

         21.9.    mortgage or pledge any of its property or assets or subject
         any such assets to any Security Interest;

         21.10.   sell, assign, transfer or license any Intellectual Property,
         other than in the Ordinary Course of Business;

         21.11.   enter into, amend, terminate, take or omit to take any action
         that would constitute a violation of or default under, or waive any
         material rights under, any material contract or agreement;

         21.12.   make or commit to make any capital expenditure in excess of
         $50,000 per item;



                                       29
<PAGE>   30

         21.13.   take any action or fail to take any action permitted by this
         Agreement with the knowledge that such action or failure to take action
         would result in (i) any of the representations and warranties of MSI
         Solutions or MSI Services set forth in this Agreement becoming untrue
         or (ii) any of the conditions to the Mergers in Sections 33, 34 and 35
         not being satisfied;

         21.14.   to the knowledge of MSI, take any action that would jeopardize
         the treatment of each of the Mergers as a pooling of interests for
         accounting purposes; or

         21.15.   agree in writing or otherwise to take any of the foregoing
         actions.


22.      Operation of the Business by Eclipsys. During the period from the date
of this Agreement to the Effective Time (or the termination of this Agreement),
Eclipsys shall use its reasonable best efforts to conduct its operations in the
Ordinary Course of Business and in compliance with all applicable laws and
regulations and, to the extent consistent therewith, use all reasonable efforts
to preserve intact its current business organization and preserve its
relationship with customers, suppliers and others having business dealings with
it to the end that its goodwill and ongoing business shall not be impaired in
any material respect. Without limiting the generality of the foregoing, prior to
the Effective Time or the termination of this Agreement, Eclipsys shall not,
without the written consent of MSI Solutions:

         22.1.    change nor amend its Certificate of Incorporation or Bylaws;

         22.2.    issue, sell or grant options, warrants or rights to purchase
         or subscribe to, or enter into any arrangement or contract with respect
         to the issuance or sale of any of the capital stock of Eclipsys or any
         of its subsidiaries or rights or obligations convertible into or
         exchangeable for any shares of the capital stock of Eclipsys or any of
         its subsidiaries and not alter the terms of any presently outstanding
         options or make any changes (by split-up, combination, reorganization
         or otherwise) in the capital structures of Eclipsys or any of its
         subsidiaries; provided, however, that Eclipsys shall be permitted
         hereunder, in the Ordinary Course of Business, to issue capital stock
         pursuant to the exercise of employee stock options, warrants and other
         convertible securities outstanding on the date hereof or grant options
         to purchase capital stock pursuant to employee stock option plans
         existing on the date hereof;

         22.3.    to the knowledge of Eclipsys, take any action the effect of
         which would be to cause either of the Mergers to be treated as a
         taxable transaction; or

         22.4.    to the knowledge of Eclipsys, take any action that would
         jeopardize the treatment of either of the Mergers as a pooling of
         interests for accounting purposes.

23.      Interim Financials. Eclipsys shall issue a thirty (30) day interim
financial statement (that includes the combined operations of Eclipsys and MSI)
as soon as is reasonably practicable following the Mergers and in any event no
later than the 25th calendar day following the



                                       30
<PAGE>   31

completion of the first full calendar month of post-closing operations of the
combined businesses.

24.      S-3 Eligibility. Following the Closing Date, Eclipsys shall use its
reasonable best efforts and take all actions reasonably necessary to obtain and
maintain eligibility to register its securities under the Securities Act on Form
S-3.

25.      Full Access. Each of the Parties shall permit representatives of the
other Party to have full access (at all reasonable times, and in a manner so as
not to interfere with the normal business operations of such Party) to all
premises, properties, financial and accounting records, contracts, other records
and documents, and personnel, of or pertaining to such Party.

         25.1.    MSI Tax Returns. After the Closing, Eclipsys shall cause
         federal and all applicable state income Tax Returns for MSI Solutions
         and MSI Services for the taxable year beginning January 1, 1999 and
         ending on the Closing Date (the "1999 Short Year Returns") to be
         prepared at Eclipsys' expense by the accountant or accounting firm
         mutually acceptable to Eclipsys and the MSI Shareholders. The 1999
         Short Year Returns shall be prepared using the same accounting methods
         as, and otherwise in a manner consistent with, the federal and state
         income Tax Returns previously filed by MSI Solutions and MSI Services.
         Eclipsys shall cause the 1999 Short Year Returns to be filed not later
         than the due dates thereof, taking into account any valid extensions.
         The Parties shall cooperate with one another and provide access to all
         information, books and records as may be reasonably required for the
         preparation of the 1999 Short Year Returns and any other Tax Returns of
         MSI Solutions and MSI Services, and in connection with any amendments,
         audits or examinations thereof.

         25.2.    Each of the Parties:

                  1.       shall treat and hold as confidential any Confidential
                  Information (as hereinafter defined);

                  2.       shall not use any of the Confidential Information
                  except in connection with this Agreement; and

                  3.       if this Agreement is terminated for any reason
                  whatsoever, shall return to the other Party all tangible
                  embodiments (and all copies) which are in its possession.

         25.3.    "Confidential Information" means any confidential or
         proprietary information of a Party that is furnished in writing to
         another Party in connection with this Agreement; provided, however,
         that it shall not include any information which:

                  1.       at the time of disclosure, is available publicly,

                                       31
<PAGE>   32


                  2.       after disclosure, becomes available publicly through
                  no fault of the other Party, or

                  3.       the other Party knew or to which the other Party had
                  access prior to disclosure.

26.      Notice of Breaches.

         26.1.    MSI Solutions or MSI Services shall promptly deliver to
         Eclipsys written notice of any event or development that would

                  1.       render any statement, representation or warranty of
                  MSI Solutions or MSI Services in this Agreement (including the
                  MSI Disclosure Letter) inaccurate or incomplete in any
                  material respect, or

                  2.       constitute or result in a breach by MSI Solutions or
                  MSI Services of, or a failure by MSI Solutions or MSI Services
                  to comply with, any agreement or covenant in this Agreement
                  applicable to such party.

         26.2.    Eclipsys or the Merger Sub shall promptly deliver to MSI
         Solutions written notice of any event or development that would

                  1.       render any statement, representation or warranty of
                  Eclipsys or the Merger Sub in this Agreement (including the
                  Eclipsys Disclosure Letter) inaccurate or incomplete in any
                  material respect, or

                  2.       constitute or result in a breach by Eclipsys or the
                  Merger Sub of, or a failure by Eclipsys or the Merger Sub to
                  comply with, any agreement or covenant in this Agreement
                  applicable to such party.

         26.3.    No such disclosure by either Party shall be deemed to avoid or
         cure any such misrepresentation or breach unless and until such
         disclosure is accepted by the other Party.

         26.4.    In the event Eclipsys fails to inform MSI Solutions of any
         material fact which causes Eclipsys to reasonably believe that any of
         the representations, warranties, covenants or agreements of MSI
         Solutions or MSI Services contained herein are untrue or inaccurate in
         any respect as provided herein, such failure will constitute a waiver
         and release by Eclipsys and the Merger Sub of any rights they may have
         under this Agreement to delay the consummation of the transactions
         contemplated hereby, to terminate this Agreement, to make an
         indemnification claim against the MSI Shareholders or otherwise as a
         result of such representation, warranty, covenant or agreement being
         untrue or inaccurate because of such material fact. MSI Solutions and
         MSI Services shall have the right from time to time prior to the
         Effective Time to



                                       32
<PAGE>   33

         supplement or amend the MSI Disclosure Letter with respect to any
         matter required to be set forth or described in such MSI Disclosure
         Letter; provided that if the matter giving rise to such supplement or
         amendment to the MSI Disclosure Letter has an MSI Material Adverse
         Effect, Eclipsys shall have the right within ten days of receipt by
         Eclipsys of such supplemental or amended disclosure, to terminate the
         Agreement pursuant to Section 46 by written notice to MSI Solutions.

27.      Exclusivity. MSI Solutions and MSI Services shall not, and MSI
Solutions and MSI Services shall use their reasonable best efforts to cause
their officers, directors, employees, representatives and agents not to,
directly or indirectly:

         27.1.    encourage, solicit, initiate, engage or participate in
         discussions or negotiations with any person or entity (other than
         Eclipsys) concerning any merger, consolidation, sale of material
         assets, tender offer, recapitalization, accumulation of MSI Stock,
         proxy solicitation or other business combination involving MSI
         Solutions or MSI Services, or any division of them ("Acquisition
         Proposal") or

         27.2.    provide any non-public information concerning the business,
         properties or assets of MSI Solutions or MSI Services to any person or
         entity (other than Eclipsys) in connection with an Acquisition
         Proposal. MSI Solutions or MSI Services shall immediately notify
         Eclipsys of any inquiries either of them receives with respect to an
         Acquisition Proposal.

28.      Agreements from Certain Affiliates of MSI. Concurrently with the
execution of this Agreement, MSI Solutions shall deliver to Eclipsys a list of
all persons or entities who are at such time MSI Affiliates. In order to help
ensure that each of the Mergers will be accounted for as a pooling of interests
and that the issuance of Merger Shares will comply with the Securities Act, MSI
Solutions and MSI Services shall cause each MSI Affiliate and MSI Shareholder to
execute and deliver to Eclipsys, as soon as practicable following the execution
of this Agreement, a written agreement substantially in the form attached as
Exhibit B (the "Affiliate Letter").

29.      No Solicitation. The Parties each agree that, in the event of a
termination of this Agreement prior to the completion of the transactions
contemplated, such Party shall not, directly or indirectly, through any entity,
officer, director, employee, financial advisor, representative or agent of such
Party, for a period of twelve (12) months after the termination of this
Agreement, recruit or solicit any employee of another Party or induce any
employee of another Party to terminate his or her employment with, or otherwise
terminate his or her relationship with, the other Party.

30.      Tax-Free Reorganization/Pooling of Interests Accounting. Except for
other actions specifically permitted to be taken hereunder and from and after
the date of this Agreement and until the Effective Time, neither Eclipsys, MSI
Solutions nor MSI Services nor any of their respective subsidiaries or other
affiliates shall take, or fail to take, any action that would



                                       33
<PAGE>   34

jeopardize the treatment of either of the Mergers as a "tax-free reorganization"
under Section 368(a) of the Code or as a pooling of interests for accounting
purposes. Following the Effective Time, Eclipsys shall use its reasonable best
efforts to conduct the business of Eclipsys in a manner that would not
jeopardize the characterization of either of the Mergers as a "tax-free
reorganization" under Section 368(a) of the Code or as a pooling of interests
for accounting purposes.

31.      Indemnification of MSI Directors and Officers.

         31.1.    Eclipsys and the Surviving Corp. agree that the
         indemnification obligations set forth in MSI Solutions' Articles of
         Incorporation and Bylaws, in each case as of the Effective Time, shall
         survive the Mergers and shall not be amended, repealed or otherwise
         modified for a period of seven (7) years after the Effective Time in
         any manner that would adversely affect the rights thereunder of the
         individuals who on or prior to the Effective Time, were directors or
         officers of MSI Solutions or MSI Services or any of their subsidiaries.

         31.2.    After the Effective Time, Eclipsys and the Surviving Corp.
         shall, to the fullest extent permitted under applicable law, indemnify
         and hold harmless, each present and former director or officer of MSI
         Solutions and MSI Services and each of their subsidiaries and each such
         person who served at the request of MSI Solutions or MSI Services or
         any of their subsidiaries as a director, officer, trustee, partner or
         fiduciary of another corporation, partnership, joint venture, trust,
         pension or other employee benefit plan or enterprise (collectively, the
         "Indemnified Parties") against all costs and expenses (including
         reasonable attorneys' fees), judgments, fines, losses, claims, damages,
         liabilities and settlement amounts paid in connection with any claim,
         action, suit, proceeding or investigation (whether arising before or
         after the Effective Time), whether civil, administrative or
         investigative, arising out of or pertaining to any action or omission
         in their capacity as an officer, director or other person to whom this
         Section 31 applies, in each case occurring before the Effective Time
         (including the transactions contemplated by this Agreement).

         31.3.    In the event Eclipsys or the Surviving Corp. or any of their
         respective successors or assigns (i) consolidates with or merges into
         any other person and shall not be the continuing or surviving
         corporation or entity in such consolidation or merger, or (ii)
         transfers all or substantially all of its properties to any person,
         then, and in each case, proper provision shall be made so that the
         successors and assigns of Eclipsys or the Surviving Corp., as the case
         may be, honor the indemnification obligations set forth in this Section
         31.

         31.4.    The obligations of Eclipsys and the Surviving Corp. under this
         Section 31 shall not be terminated or modified in such a manner as to
         adversely affect any director, officer or other person to whom this
         Section 31 applies without the consent of such affected director,
         officer or other person (it being expressly agreed that each such
         director, officer




                                       34
<PAGE>   35

         or other person to whom this Section 31 applies shall be a
         third-party beneficiary of this Section 31).

         31.5.    Prior to the Effective Time, MSI Solutions and MSI Services
         shall purchase an extended reporting period endorsement under their
         existing directors' and officers' liability insurance coverages for
         respective directors and officers in a form reasonably acceptable to
         Eclipsys which shall provide such directors and officers with coverage
         for seven (7) years following the Effective Time of not less than the
         existing coverage under, and have other terms not materially less
         favorable to, the insured persons that the directors' and officers'
         liability insurance coverages presently maintained by MSI Solutions and
         MSI Services.

32.      Employees. As of the Closing Date, Eclipsys shall provide all employees
of MSI Solutions and MSI Services and each ERISA Affiliate and their dependents,
and all qualified beneficiaries (as defined in Section 4980B(g)(1) of the Code)
entitled to continuation coverage under COBRA (the "Qualified Beneficiaries")
with coverage under one or more Eclipsys Employee Benefit Plans (the "Successor
Welfare Plans"), including, without limitation, health care coverage
("Coverage"), which meets the following requirements: (i) service with MSI
Solutions and MSI Services and each ERISA Affiliate prior to the Closing Date
shall be credited against all service and waiting period requirements under the
Successor Welfare Plans for those employees of MSI Solutions and MSI Services
and each ERISA Affiliate (and their eligible dependents) that received coverage
from MSI Solutions or MSI Services or an ERISA Affiliate as of the Closing Date,
(ii) the Successor Welfare Plans shall not provide for any pre-existing
condition exclusion for those employees of MSI Solutions and MSI Services and
each ERISA Affiliate (and their eligible dependents) and Qualified Beneficiaries
that were entitled to coverage from MSI Solutions or MSI Services or an ERISA
Affiliate as of the Closing Date, and (iii) the deductibles in effect under the
Successor Welfare Plans for the plan year in which the Closing Date occurs shall
be reduced by any amounts applied towards the deductibles under the MSI Employee
Benefit Plans for the plan year in which the Closing Date occurs provided such
individuals submit evidence to Eclipsys sufficient to demonstrate the amount so
applied against any applicable deductibles in effect under any MSI Employee
Benefit Plan. Eclipsys covenants that the service of each employee of MSI
Solutions and MSI Services and each ERISA Affiliate prior to the Closing Date
shall be credited as service under the Eclipsys 401(k) Plan for all purposes
(including without limitation, eligibility and vesting) for those employees of
MSI Solutions and MSI Services and each ERISA Affiliate that were participants
in any 40l(k) plan maintained by MSI Solutions or MSI Services or an ERISA
Affiliate as of the Closing Date.

CONDITIONS TO CONSUMMATION OF MERGER

33.      Conditions to Each Party's Obligations. The respective obligations of
each Party to consummate the Mergers are subject to the satisfaction of the
following conditions:

         33.1.    no action, suit, investigation, inquiry or other proceeding
         shall be pending or



                                       35
<PAGE>   36

         threatened by or before any Governmental Entity in which an unfavorable
         judgment, order, decree, stipulation or injunction would:

                  1.       prevent or constrict consummation of any of the
                  transactions contemplated by this Agreement;

                  2.       cause any of the transactions contemplated by this
                  Agreement to be rescinded following consummation; or

                  3.       affect adversely the right of Eclipsys to own,
                  operate or control any of the assets and operations of the
                  Surviving Corp. following the Mergers, and no such judgment,
                  order, decree, stipulation or injunction shall be in effect;

         33.2.    there shall not be in effect any judgment, order, injunction
         or decree of any court of competent jurisdiction enjoining the
         consummation of the transactions contemplated hereby;

         33.3.    no statute, rule or regulation shall have been enacted,
         promulgated or enforced by any court or governmental authority which
         prohibits or restricts the consummation of the transactions
         contemplated hereby;

         33.4.    the applicable waiting period under the HSR Act shall have
         expired or been terminated; and

         33.5.    PricewaterhouseCoopers LLP ("PWC") shall have issued and
         delivered to Eclipsys a letter setting forth PWC's concurrence with
         management's conclusions as to the appropriateness of pooling of
         interests accounting under Accounting Board Opinion No. 16 for each of
         the Mergers.

34.      Conditions to Obligations of Eclipsys and the Merger Sub. The
obligation of each of Eclipsys and the Merger Sub to consummate the Mergers is
subject to the satisfaction of the following additional conditions, any of which
may be waived in whole or in part by Eclipsys:

         34.1.    the number of Dissenting Shares be none;

         34.2.    the representations and warranties of MSI Solutions and MSI
         Services in this Agreement which are qualified as to materiality shall
         be true and correct, and those not so qualified shall be true and
         correct in all material respects, in each case when made on the date
         and as of the Effective Time as if made as of the Effective Time,
         except for representations and warranties made as of a specific date,
         which shall be true and correct in all material respects as of such
         date;

         34.3.    MSI Solutions and MSI Services shall have performed or
         complied in all material respects with their agreements and covenants
         required to be performed or complied with



                                       36
<PAGE>   37

         under this Agreement as of or prior to the Effective Time;

         34.4.    MSI Solutions and MSI Services shall have delivered to
         Eclipsys and the Merger Sub a certificate to the effect that each of
         the conditions specified in Sections 34.2 and 34.3 have been satisfied
         in all respects;

         34.5.    Eclipsys and the Merger Sub shall have received from King &
         Spalding, counsel to MSI Solutions and MSI Services, an opinion with
         respect to the matters set forth in Exhibit C attached, addressed to
         Eclipsys and the Merger Sub and dated as of the Closing Date;

         34.6.    Eclipsys and the Merger Sub shall have received the
         resignations, effective as of the Effective Time, of each director and
         officer of MSI Solutions and MSI Services specified by Eclipsys in
         writing at least five business days prior to the Closing;

         34.7.    each of the MSI Affiliates shall have entered into Affiliate
         Letters as described in Section 28;

         34.8.    Eclipsys shall have received from each of the MSI Shareholders
         an investment representation letter pursuant to Section 20,
         substantially in the form attached as Exhibit A; and

         34.9.    Eclipsys shall have received from Bean, Cote and Feldman an
         executed Noncompetition and Nonsolicitation Agreement substantially in
         the form attached as Exhibit D.

35.      Conditions to Obligations of MSI. The obligation of MSI Solutions and
MSI Services to consummate the Mergers is subject to the satisfaction of the
following additional conditions:

         35.1.    the representations and warranties of Eclipsys and the Merger
         Sub in this Agreement which are qualified as to materiality shall be
         true and correct, and those not so qualified shall be true and correct
         in all material respects, in each case when made on the date and as of
         the Effective Time as if made as of the Effective Time, except for
         representations and warranties made as of a specific date, which shall
         be true and correct in all material respects as of such date;

         35.2.    each of Eclipsys and the Merger Sub shall have performed or
         complied in all material respects with its agreements and covenants
         required to be performed or complied with under this Agreement as of or
         prior to the Effective Time;

         35.3.    each of Eclipsys and the Merger Sub shall have delivered to
         MSI Solutions and MSI Services a certificate to the effect that each of
         the conditions specified in Sections 35.1 and 35.2 have been satisfied
         in all respects;



                                       37
<PAGE>   38

         35.4.    MSI Solutions and MSI Services shall have received an opinion
         from their counsel, King & Spalding, to the effect that each of the
         Mergers will qualify as a tax-free "reorganization" within the meaning
         of Section 368(a) of the Code; and

         35.5.    MSI Solutions and MSI Services shall have received from Hale
         and Dorr LLP, counsel to Eclipsys and the Merger Sub, an opinion with
         respect to the matters set forth in Exhibit E attached, addressed to
         MSI Solutions and MSI Services and dated as of the Closing Date.

INDEMNIFICATION

36.      Indemnification.

         36.1.    Subject to the limitations set forth elsewhere in this
         Agreement, each of the MSI Shareholders shall severally indemnify the
         Surviving Corp., Eclipsys and their affiliates (the "Indemnified
         Purchasers") in respect of, and hold the Indemnified Purchasers
         harmless against, any and all debts, obligations and other liabilities
         (whether absolute, accrued, contingent, fixed or otherwise, or whether
         known or unknown, or due or to become due or otherwise), monetary
         damages, fines, fees, penalties, interest obligations, deficiencies,
         losses and expenses (including without limitation amounts paid in
         settlement, interest, court costs, costs of investigators, reasonable
         fees and expenses of attorneys, accountants, financial advisors and
         other experts, and other expenses of litigation) ("Damages") incurred
         or suffered by the Indemnified Purchasers resulting from, relating to
         or constituting any breach of any representation or warranty of MSI
         Solutions or MSI Services contained in this Agreement or in the
         certificate delivered pursuant to Section 34.5 or the failure by MSI
         Solutions or MSI Services to perform any covenant or agreement of MSI
         Solutions or MSI Services contained in this Agreement.

         36.2.    Subject to the limitations set forth elsewhere in this
         Agreement, Eclipsys shall indemnify the MSI Shareholders (the
         "Indemnified Shareholders") in respect of, and hold the Indemnified
         Shareholders harmless against, any Damages incurred or suffered by the
         Indemnified Shareholders resulting from, relating to or constituting
         any breach of any representation or warranty of Eclipsys or the Merger
         Sub contained in this Agreement or in the certificate delivered
         pursuant to Section 35.3 or the failure by Eclipsys, the Merger Sub or
         the Surviving Corp. to perform any covenant or agreement of Eclipsys,
         the Merger Sub or the Surviving Corp. contained in this Agreement.

37.      Method of Asserting Claims.

         37.1.    The Indemnified Purchaser or Indemnified Shareholder, as the
         case may be (each an "Indemnified Person"), shall give prompt written
         notification to the MSI Shareholders or Eclipsys, as the case may be,
         of the commencement of any action, suit or proceeding relating to a
         third party claim for which indemnification pursuant to this provision
         may be sought; provided, however, that no delay on the part of the
         Indemnified Person in



                                       38
<PAGE>   39

         notifying the MSI Shareholders or Eclipsys, as the case may be,
         shall relieve the indemnifying parties of any liability or obligation
         under this Agreement except to the extent of any damage or liability
         caused by or arising out of such failure. Within 20 days after delivery
         of such notification, the MSI Shareholders or Eclipsys, as the case may
         be, may, upon written notice to the Indemnified Person, assume control
         of the defense of such action, suit or proceeding with counsel
         reasonably satisfactory to the Indemnified Person, provided the MSI
         Shareholders or Eclipsys, as the case may be, acknowledge in writing to
         the Indemnified Person that any damages, fines, costs or other
         liabilities that may be assessed against the Indemnified Person in
         connection with such action, suit or proceeding constitute Damages for
         which the Indemnified Person shall be entitled to indemnification
         pursuant to this provision. If the indemnifying parties do not so
         assume control of such defense, then the Indemnified Person shall
         control such defense. The party not controlling such defense may
         participate at its own expense; provided, that if the indemnifying
         parties have not assumed such control and the Indemnified Person
         reasonably concludes that the indemnifying parties and the Indemnified
         Person have conflicting interests or different defenses available with
         respect to such action, suit or proceeding, the reasonable fees and
         expenses of counsel to the Indemnified Person shall be considered
         Damages for purposes of this Agreement. The party controlling such
         defense shall keep the other party advised of the status of such
         action, suit or proceeding and the defense and in good faith shall
         consider recommendations made by the other party. Neither the
         indemnifying parties nor the Indemnified Person shall agree to any
         settlement of such action, suit or proceeding without the prior written
         consent of the other parties, which shall not be unreasonably withheld.

         37.2.    In the event that an Indemnified Shareholder does claim a
         right to payment pursuant to this Agreement, such Indemnified
         Shareholder shall send written notice of such claim to Eclipsys. Such
         notice shall specify the basis for such claim. As promptly as possible
         after the Indemnified Shareholder has given such notice, such
         Indemnified Shareholder and Eclipsys shall establish the merits and
         amount of such claim (by mutual agreement, litigation, arbitration,
         mediation or otherwise) and, within five (5) business days of the final
         determination of the merits and amount of such claim, Eclipsys shall
         deliver to the Indemnified Shareholder an amount of cash in immediately
         available funds, or at the sole option of the Indemnified Shareholder,
         an amount of Eclipsys Stock, valued as of the Closing Date, in either
         case, in an amount sufficient to satisfy and discharge in full such
         claim as determined under this Agreement.

         37.3.    In the event that an Indemnified Purchaser does claim a right
         to payment pursuant to this Agreement, such Indemnified Purchaser shall
         send written notice of such claim to the MSI Shareholders. Such notice
         shall specify the basis for such claim. As promptly as possible after
         the Indemnified Purchaser has given such notice, such Indemnified
         Purchaser and the MSI Shareholders shall establish the merits and
         amount of such claim (by mutual agreement, litigation, arbitration,
         mediation or otherwise) and, within five (5) business days of the final
         determination of the merits and amount of the claim, the MSI
         Shareholders shall deliver to the Indemnified Purchaser an amount of
         Eclipsys Stock,



                                       39
<PAGE>   40

         valued as of the Closing Date, in an amount sufficient to satisfy and
         discharge in full such claim as determined under this Agreement.

38.      Survival. No claim for indemnification under this Agreement may be
asserted by an Indemnified Purchaser or Indemnified Shareholder after the end of
the claims period (the "Claims Period") which shall be one (1) year following
the Closing Date.

39.      Limitations.

         39.1.    The aggregate liability of MSI Shareholders for Damages under
         the indemnification provisions of this Agreement:

                  1.       shall not exceed in the aggregate $6,000,000, and

                  2.       shall be unrecoverable until such aggregate Damages
                  exceed $600,000.

         39.2.    Subject to the provisions of Section 39.4 hereof, each MSI
         Shareholder's indemnification obligations hereunder shall be several in
         accordance with the percentage interest set forth opposite such MSI
         Shareholder's name on Exhibit F hereto and shall not exceed the amount
         set forth opposite such MSI Shareholder's name on such Exhibit F.

         39.3.    Subject to the provisions of Section 39.4 hereof, the
         aggregate liability of Eclipsys for Damages under the indemnification
         provisions of this Agreement:

                  1.       shall not exceed in the aggregate $6,000,000; and

                  2.       shall be unrecoverable until such aggregate Damages
                  exceed $600,000.

         39.4.    Except with respect to claims based on fraud, the rights of
         the Indemnified Persons under the indemnification provisions of this
         Agreement shall be the exclusive remedy of the Indemnified Purchasers
         and Indemnified Shareholders with respect to claims resulting from or
         relating to any misrepresentation, breach of warranty or failure to
         perform any covenant or agreement of the other party contained in this
         Agreement. No MSI Shareholder shall have any right of contribution
         against MSI Solutions or MSI Services with respect to any breach by MSI
         Solutions or MSI Services of any of its representations, warranties,
         covenants or agreements.

REGISTRATION RIGHTS

40.      Registration of Shares. As promptly as practicable following the
expiration of the pooling of interests period required for accounting purposes
(and in any event no later than September 30, 1999), Eclipsys shall file with
the SEC, a registration statement on Form S-3 covering the resale to the public
by MSI Shareholders of the Merger Shares (the "Stockholder Registration
Statement"). Notwithstanding the foregoing, Eclipsys shall take such actions as
are



                                       40
<PAGE>   41

reasonably necessary to allow it to file the Stockholder Registration Statement
from and after September 1, 1999. Eclipsys shall use its reasonable best efforts
to cause the Stockholder Registration Statement to be declared effective by the
SEC as soon as practicable. Eclipsys shall cause the Stockholder Registration
Statement to remain effective until the date 24 months after the Closing Date
(such date to be extended by the aggregate number of days in which such
registration statement is delayed or suspended pursuant to Section 41.1 below)
or such earlier time as all of the Merger Shares covered by the Stockholder
Registration Statement have been sold pursuant to or are eligible to be sold
under Rule 144(k) under the Securities Act.

41.      Limitations on Registration Rights.

         41.1.    Eclipsys may, by written notice to MSI Shareholders, (i) delay
         the filing or effectiveness of the Stockholder Registration Statement
         or (ii) suspend the Stockholder Registration Statement after
         effectiveness and require that MSI Shareholders immediately cease sales
         of shares pursuant to the Stockholder Registration Statement, in the
         event that:

                  1.       Eclipsys is engaged in any activity or transaction or
                  preparations or negotiations for any activity or transaction
                  that Eclipsys desires to keep confidential for business
                  reasons, if the Board of Directors of Eclipsys determines in
                  good faith, after consultation with legal counsel, that the
                  public disclosure requirements imposed on Eclipsys under the
                  Securities Act in connection with the Stockholder Registration
                  Statement would require disclosure of such activity,
                  transaction, preparations or negotiations and provides the MSI
                  Shareholders with a written opinion of legal counsel to that
                  effect; or

                  2.       Eclipsys is ineligible for use of a Form S-3.

         41.2.    Eclipsys may utilize subsection 41.1.1 only once during any
         twelve (12) month period and any such delay or suspension shall not
         exceed 45 calendar days.

         41.3.    If Eclipsys delays or suspends the Stockholder Registration
         Statement or requires MSI Shareholders to cease sales of shares
         pursuant to Section 41.1 above, Eclipsys shall, as promptly as
         practicable following the termination of the circumstance which
         entitled Eclipsys to do so, take such actions as may be necessary to
         file or reinstate the effectiveness of the Stockholder Registration
         Statement and/or give written notice to all MSI Shareholders
         authorizing them to resume sales pursuant to the Stockholder
         Registration Statement. If as a result, the prospectus included in the
         Stockholder Registration Statement has been amended to comply with the
         requirements of the Securities Act, Eclipsys shall enclose such revised
         prospectus with the notice to MSI Shareholders given pursuant to this
         Section 41.3, and MSI Shareholders shall make no offers or sales of
         shares pursuant to the Stockholder Registration Statement other than by
         means of such revised prospectus.



                                       41
<PAGE>   42

42.      Registration Procedures.

         42.1.    In connection with the filing by Eclipsys of the Stockholder
         Registration Statement, Eclipsys shall furnish to each MSI Shareholder
         a copy of the prospectus, including a preliminary prospectus, in
         conformity with the requirements of the Securities Act, and an opinion
         of counsel and independent auditor's comfort letter, both similar to
         such as would be provided in an underwritten offering.

         42.2.    Eclipsys shall use its reasonable best efforts to register or
         qualify the Merger Shares covered by the Stockholder Registration
         Statement under the securities laws of such states as MSI Shareholders
         shall reasonably request; provided, however, that Eclipsys shall not be
         required in connection with this paragraph to qualify as a foreign
         corporation or execute a general consent to service of process in any
         jurisdiction.

         42.3.    If Eclipsys has delivered preliminary or final prospectuses to
         MSI Shareholders and, after having done so, the prospectus is amended
         to comply with the requirements of the Securities Act, Eclipsys shall
         promptly notify MSI Shareholders and, if requested by Eclipsys, MSI
         Shareholders shall immediately cease making offers or sales of shares
         under the Stockholder Registration Statement and return to Eclipsys all
         such preliminary or final prospectuses. Eclipsys shall promptly provide
         MSI Shareholders with revised prospectuses and, following receipt of
         the revised prospectuses, MSI Shareholders shall be free to resume
         making offers and sales under the Stockholder Registration Statement.

         42.4.    Eclipsys shall pay the expenses incurred by it in complying
         with its obligations under the registration rights provisions of this
         Agreement, including all registration and filing fees, exchange listing
         fees, fees and expenses of counsel for Eclipsys, and fees and expenses
         of accountants for Eclipsys, but excluding:

                  1.       any brokerage fees, selling commissions or
                  underwriting discounts incurred by MSI Shareholders in
                  connection with sales under the Stockholder Registration
                  Statement; and

                  2.       the fees and expenses of any counsel retained by MSI
                  Shareholders.

43.      Requirements of MSI Shareholders. Eclipsys shall not be required to
include any Merger Shares in the Stockholder Registration Statement unless:

         43.1.    the MSI Shareholder owning such shares furnishes to Eclipsys
         in writing such information regarding such MSI Shareholder and the
         proposed sale of Merger Shares by such MSI Shareholder as Eclipsys may
         reasonably request in writing in connection with the Stockholder
         Registration Statement or as shall be required in connection therewith
         by the SEC or any state securities law authorities; and

         43.2.    such MSI Shareholder shall have provided to Eclipsys its
         written agreement:



                                       42
<PAGE>   43

                  1.       to indemnify Eclipsys and each of its directors and
                  officers against, and hold Eclipsys and each of its directors
                  and officers harmless from, any losses, claims, damages,
                  expenses or liabilities (including reasonable attorneys fees)
                  to which Eclipsys or such directors and officers may become
                  subject by reason of any material statement or omission in the
                  Stockholder Registration Statement made in reliance upon and
                  in conformity with a written statement by such MSI Shareholder
                  furnished pursuant to this Section 43.2; and

                  2.       to report to Eclipsys sales made pursuant to the
                  Stockholder Registration Statement.

44.      Securities Indemnification. Eclipsys agrees to indemnify and hold
harmless each MSI Shareholder whose shares are included in the Stockholder
Registration Statement against any losses, claims, damages, expenses or
liabilities to which such MSI Shareholder may become subject by reason of any
untrue statement of a material fact contained in the Stockholder Registration
Statement or any omission to state a fact required to be stated or necessary to
make the statements not misleading, except insofar as such losses, claims,
damages, expenses or liabilities arise out of or are based upon information
furnished in writing to Eclipsys by or on behalf of an MSI Shareholder for use
in the Stockholder Registration Statement. Eclipsys shall have the right to
assume the defense and settlement of any claim or suit for which Eclipsys may be
responsible for indemnification under this Section 44.

45.      Assignment of Rights. An MSI Shareholder may not assign any of its
registration rights under this Agreement except in connection with the transfer
of some or all of his or her Merger Shares to a child, spouse or other member of
his or her immediate family or a trust for the benefit of any such person,
provided each such transferee agrees in a written instrument delivered to
Eclipsys to be bound by this Agreement.

46.      Piggyback Registration Rights. Eclipsys shall utilize its reasonable
best efforts to add the MSI Shareholders to Eclipsys' existing registration
rights agreements which provide for "piggyback" registration rights. If Eclipsys
is unable to obtain the consents necessary to add the MSI Shareholders to the
existing registration rights agreements, then Eclipsys shall enter into separate
piggyback agreements with the MSI Shareholders on terms that are substantially
similar to, but not superior to, those in the existing registration rights
agreements.

TERMINATION

47.      Termination of Agreement. The Parties may terminate this Agreement
prior to the Effective Time as provided below:

         47.1.    the Parties may terminate this Agreement by mutual written
         consent;

         47.2.    Eclipsys may terminate this Agreement by giving written notice
         to MSI Solutions



                                       43
<PAGE>   44

         in the event MSI Solutions or MSI Services is in material breach of any
         representation, warranty or covenant contained in this Agreement and
         such breach is not remedied within 10 days of delivery of written
         notice;

         47.3.    MSI Solutions and MSI Services may terminate this Agreement by
         giving written notice to Eclipsys in the event Eclipsys or the Merger
         Sub is in material breach of any representation, warranty or covenant
         in this Agreement and such breach is not remedied within 10 days of
         delivery of written notice;

         47.4.    Eclipsys may terminate this Agreement by giving written notice
         to MSI Solutions and MSI Services if the Closing shall not have
         occurred on or before the 90th day following the date of this Agreement
         by reason of the failure of any condition precedent (unless the failure
         results primarily from a breach by Eclipsys or the Merger Sub of any
         representation, warranty or covenant in this Agreement);

         47.5.    MSI Solutions and MSI Services may terminate this Agreement by
         giving written notice to Eclipsys if the Closing shall not have
         occurred on or before the 90th day following the date of this Agreement
         by reason of the failure of any condition precedent (unless the failure
         results primarily from a breach by MSI Solutions or MSI Services of any
         representation, warranty or covenant in this Agreement); or

         47.6.    MSI Solutions and MSI Services may terminate this Agreement by
         giving written notice to Eclipsys in the event that the average closing
         price on the NASDAQ National Market for Eclipsys Stock for any three
         (3) consecutive trading days falls below $20.00 per share.

         47.7.    Eclipsys may terminate this Agreement by giving written notice
         to MSI Solutions in the event that the average closing price on the
         NASDAQ National Market for Eclipsys stock for any three (3) consecutive
         trading days rises above $30.00 per share.

48.      Effect of Termination. If any Party terminates this Agreement pursuant
to Section 47, all obligations of the Parties under this Agreement shall
terminate without any liability of any Party to any other Party (except for any
liability of any Party for breaches of this Agreement); provided, however, that
the confidentiality and non-solicitation provisions in this Agreement shall
survive any such termination.

MISCELLANEOUS

49.      Press Releases and Announcements. No Party shall issue any press
release or public disclosure relating to the subject matter of this Agreement
without the prior written approval of the other Parties; provided, however, that
any Party may make any public disclosure it believes in good faith is required
by law or regulation (in which case the disclosing Party shall advise the other
Parties and provide them with a copy of the proposed disclosure prior to making
the disclosure).



                                       44
<PAGE>   45

50.      No Third Party Beneficiaries. Except third-party beneficiaries created
under Section 31 from those persons to whom Section 31 applies, this Agreement
shall not confer any rights or remedies upon any person other than the Parties
and their respective successors and permitted assigns.

51.      Entire Agreement. This Agreement (including the exhibits, disclosure
letters and other referenced documents) constitutes the entire agreement among
the Parties and supersedes any prior understandings, agreements, or
representations by or among the Parties, written or oral, with respect to the
subject matter of this Agreement.

52.      Succession and Assignment. This Agreement shall be binding upon and
inure to the benefit of the Parties named and their respective successors and
permitted assigns. No Party may assign either this Agreement or any of its
rights, interests, or obligations under this Agreement without the prior written
approval of the other Parties; provided that (i) the Merger Sub may assign its
rights, interests and obligations under this Agreement to an affiliate of
Eclipsys and (ii) an MSI Shareholder may assign its registration rights under
this Agreement pursuant to Section 45 hereof.

53.      Notices. All notices, requests, demands, claims, and other
communications under this Agreement shall be in writing. Any notice, request,
demand, claim, or other communication under this Agreement shall be deemed duly
delivered two business days after it is sent by registered or certified mail,
return receipt requested, postage prepaid, or one business day after it is sent
via a reputable nationwide overnight courier service, in each case to the
intended recipient as set forth below:



                                       45
<PAGE>   46

<TABLE>
         <S>     <C>                                         <C>
         53.1.    If to MSI Solutions or MSI Services:        Copy to:


                  [c/o] MSI Solutions, Inc.                   King & Spalding
                  3939 Roswell Road, Suite 300                191 Peachtree Street
                  Marietta, Georgia 30062                     Atlanta, Georgia 30303
                  Attention: Chief Executive Officer          Attention: William R. Spalding

         53.2.    If to Bean:                                 Copy to:

                  Anna L. Bean                                King & Spalding
                  18 Peppertree Court                         191 Peachtree Street
                  Marietta, Georgia 30068                     Atlanta, Georgia 30303
                                                              Attention: William R. Spalding

         53.3.    If to Cote:                                 Copy to:

                  Michael  R. Cote                            King & Spalding
                  1650 Lazy River Lane                        191 Peachtree Street
                  Dunwoody, Georgia 30350                     Atlanta, Georgia 30303
                                                              Attention: William R. Spalding

         53.4.    If to Feldman or Feldman Trust:             Copy to:

                  [c/o] Robert J. Feldman                     King & Spalding
                  1909 Thomas Bishop Lane                     191 Peachtree Street
                  Virginia Beach, Virginia 23454              Atlanta, Georgia 30303
                                                              Attention: William R. Spalding

         53.5.    If to Eclipsys or the Merger Sub:           Copy to:

                  [c/o] Eclipsys Corporation                  Eclipsys Corporation
                  777 East Atlantic Avenue                    777 East Atlantic Avenue
                  Suite 200                                   Suite 200
                  Delray Beach, Florida 33483                 Delray Beach, Florida 33483
                  Attention: Chief Executive Officer          Attention: General Counsel
</TABLE>

         53.6.    Any Party may give any notice, request, demand, claim, or
         other communication under this Agreement using any other means
         (including personal delivery, expedited courier, messenger service,
         telecopy, telex, ordinary mail, or electronic mail), but no such
         notice, request, demand, claim, or other communication shall be deemed
         to have been duly given unless and until it actually is received by the
         party for whom it is intended. Any Party may change the address to
         which notices, requests, demands, claims, and other communications
         under this Agreement are to be delivered by giving the other Parties
         notice in the manner set forth in this Section 53.



                                       46
<PAGE>   47

54.      Amendments and Waivers. The Parties may mutually amend any provision of
this Agreement at any time prior to the Effective Time. No amendment of any
provision of this Agreement shall be valid unless the same shall be in writing
and signed by all of the Parties. No waiver by any Party of any default,
misrepresentation, or breach of warranty or covenant under this Agreement,
whether intentional or not, shall be deemed to extend to any prior or subsequent
default, misrepresentation, or breach of warranty or covenant under this
Agreement or affect in any way any rights arising by virtue of any prior or
subsequent such occurrence.

55.      Severability. Any term or provision of this Agreement that is invalid
or unenforceable in any situation in any jurisdiction shall not affect the
validity or enforceability of the remaining terms and provisions or the validity
or enforceability of the offending term or provision in any other situation or
in any other jurisdiction. If the final judgment of a court of competent
jurisdiction declares that any term or provision is invalid or unenforceable,
the Parties agree that the court making the determination of invalidity or
unenforceability shall have the power to reduce the scope, duration, or area of
the term or provision, to delete specific words or phrases, or to replace any
invalid or unenforceable term or provision with a term or provision that is
valid and enforceable and that comes closest to expressing the intention of the
invalid or unenforceable term or provision, and this Agreement shall be
enforceable as so modified after the expiration of the time within which the
judgment may be appealed.

56.      Expenses. Each of the Parties shall bear its own costs and expenses
(including legal fees and expenses) incurred in connection with this Agreement
and the contemplated transactions.

57.      Specific Performance. Each of the Parties acknowledges and agrees that
one or more of the other Parties would be damaged irreparably in the event any
of the provisions of this Agreement are not performed in accordance with their
specific terms or otherwise are breached. Accordingly, each of the Parties
agrees that the other Parties shall be entitled to an injunction or injunctions
to prevent breaches of the provisions of this Agreement and to enforce
specifically this Agreement and the terms and provisions in any action
instituted in any court of the United States or any state having jurisdiction
over the Parties and the matter as provided in this Agreement, in addition to
any other remedy to which it may be entitled, at law or in equity.

58.      Governing Law and Jurisdiction. This Agreement shall be governed by and
construed in accordance with the internal laws (and not the law of conflicts) of
the State of Delaware. Each of the Parties:

         58.1.    submits to the jurisdiction of any state or federal court
         sitting in the State of Delaware in any action or proceeding arising
         out of or relating to this Agreement,

         58.2.    agrees that all claims in respect of the action or proceeding
         may be heard and determined in any such court, and

         58.3.    agrees not to bring any action or proceeding arising out of or
         relating to this


                                       47
<PAGE>   48

         Agreement in any other court. Each of the Parties waives any defense of
         inconvenient forum to the maintenance of any action or proceeding so
         brought and waives any bond, surety or other security that might be
         required of any other Party. Any Party may make service on another
         Party by sending or delivering a copy of the process to the Party to be
         served at the address and in the manner provided in this Agreement for
         the giving of notices. Nothing in this Section 58, however, shall
         affect the right of any Party to serve legal process in any other
         manner permitted by law.

59.      Construction; Definitions. The language used in this Agreement shall be
deemed to be the language chosen by the Parties to express their mutual intent,
and no rule of strict construction shall be applied against any Party. The
section headings contained in this Agreement are inserted for convenience only
and shall not affect in any way the meaning or interpretation of this Agreement.
Terms with initial capitalization are defined contextually or specifically for
purposes of this Agreement. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument. Any reference to any
federal, state, local, or foreign statute or law shall be deemed also to refer
to all related rules and regulations, unless the context requires otherwise.

60.      Knowledge. "To the knowledge of MSI" or any similar phrase contained in
this Agreement shall mean the actual knowledge, after due and appropriate
inquiry, of the MSI Executives. For purposes hereof, the "MSI Executives" shall
consist of Bean, Cote, and Feldman. "To the knowledge of Eclipsys" or any
similar phrase contained in this Agreement shall mean the actual knowledge,
after due and appropriate inquiry, of the Eclipsys Executives. For purposes
hereof, the "Eclipsys Executives" shall consist of Harvey J. Wilson, Robert J.
Colletti, Jack J. Risenhoover and Robert J. Vanaria.

61.      Pooling of Interests. If any provision of this Agreement (including the
exhibits, disclosure letters and other referenced documents) or the application
of any such provision to any person or circumstance shall preclude the use of
"pooling of interests" accounting treatment in connection with the Mergers, then
such provision shall be of no force and effect to the extent, and solely to the
extent, necessary to preserve such accounting treatment for each of the Mergers,
and in that event, the remainder of this Agreement shall not be affected, and in
lieu of such provision there shall be added as part of this Agreement a
provision as similar in terms as may be possible for each of the Mergers to be
treated as a pooling of interests for accounting purposes.



                                       48
<PAGE>   49

The Parties have executed this Agreement as of the date first above written.

                                           ECLIPSYS CORPORATION

                                           By:
                                              ---------------------------------
                                               Harvey J. Wilson
                                               Chief Executive Officer

                                           ECLP MERGER CORP.

                                           By:
                                              ---------------------------------

                                               Harvey J. Wilson
                                               Chief Executive Officer

                                           MSI SOLUTIONS, INC.

                                           By:
                                              ---------------------------------
                                               Anna L. Bean
                                               Chief Executive Officer

                                           MSI INTEGRATED SERVICES, INC.

                                           By:
                                              ---------------------------------
                                               Anna L. Bean
                                               Chief Executive Officer




                                       49
<PAGE>   50





                                           ANNA L. BEAN

                                           -----------------------------------
                                           Anna L. Bean

                                           MICHAEL R. COTE

                                           -----------------------------------
                                           Michael R. Cote

                                           ROBERT J. FELDMAN

                                           -----------------------------------
                                           Robert J. Feldman




                                       50
<PAGE>   51



                                           THE 1997 FELDMAN FAMILY TRUST

                                           By:
                                              ---------------------------------
                                               Sharon Carson Feldman
                                               Trustee

                                           By:
                                              ---------------------------------
                                               Anna L. Bean
                                               Trustee



                                       51
<PAGE>   52

                                    EXHIBIT A

                    FORM OF INVESTMENT REPRESENTATION LETTER

Eclipsys Corporation
777 East Atlantic Avenue
Suite 200
Delray Beach, Florida 33483

Ladies and Gentlemen:

         Reference is made to the Agreement and Plan of Merger, dated June __,
1999 (the "Agreement"), by and among Eclipsys Corporation, a Delaware
corporation ("Eclipsys"), ECLP Merger Corp., a Delaware corporation ("Merger
Sub"), MSI Solutions, Inc., a Georgia corporation ("MSI Solutions), MSI
Integrated Services, Inc., a Georgia corporation ("MSI Services" and together
with MSI Solutions, "MSI") and the MSI Shareholders (as defined in the
Agreement), pursuant to which Merger Sub will merge into MSI Solutions and MSI
Services will merge into MSI Solutions and MSI Solutions will survive the
mergers as a wholly-owned subsidiary of Eclipsys (the "Mergers"). The
undersigned acknowledges that, upon the terms and subject to the conditions set
forth in the Agreement, in exchange for the shares of capital stock of MSI owned
by the undersigned, the undersigned is being issued the number of shares of
common stock, par value $.01 per share, of Eclipsys set forth opposite the
undersigned's signature on the last page of this letter (the "Shares").

         The undersigned certifies as follows:

         (a)      The undersigned has been given the opportunity to ask
questions of, and receive answers from, Eclipsys and MSI concerning the Mergers
and matters pertaining to the Mergers and the investment in the Shares and has
been given the opportunity to obtain such additional information necessary to
verify the accuracy of the information that was provided in order for the
undersigned to evaluate the Mergers and the merits and risks of the Shares, to
the extent Eclipsys or MSI, as the case may be, possesses such information or
can acquire it without unreasonable efforts or expense, and has not been
furnished any material relating to the Mergers or the investment in the Shares
except as mentioned herein.

         (b)      the undersigned is acquiring the Shares for the undersigned's
own account, for investment purposes only, and not with a view to the resale or
distribution thereof, except pursuant to effective registrations or
qualifications relating thereto under the Securities Act of 1933, as amended
(the "Act"), and applicable state securities or blue sky laws or pursuant to an
exemption therefrom.


<PAGE>   53


         (c)      The offer and sale of the Shares is intended to be exempt from
registration under the Act by virtue of the provisions of Regulation D
promulgated under the Act, and:

                  (i)      the undersigned, either alone or with the
         undersigned's purchaser representative, has such knowledge and
         experience in financial and business matters that the undersigned is
         capable of evaluating the merits and risks of the investment in the
         Shares; and

                  (ii)     the undersigned is either (A) a natural person and
         either (x) the undersigned's individual net worth, or joint net worth
         with the undersigned's spouse, will, at the time of the investment in
         the Shares, exceed $1,000,000 or (y) the undersigned had an individual
         income in excess of $200,000 in each of the two most recent years or
         joint income with the undersigned's spouse in excess of $300,000 in
         each of those years and has a reasonable expectation of reaching the
         same income level in the current year, (B) a trust with total assets in
         excess of $5,000,000, not formed for the specific purpose of acquiring
         the Shares, whose purchase is directed by a person who, either alone or
         with such person's purchaser representative, has such knowledge and
         experience in financial and business matters that such person is
         capable of evaluating the merits and risks of the investment in the
         Shares, or (C) an entity all of the equity owners of which are as
         specified in (A) or (B).

         (d)      The undersigned is not relying on Eclipsys with respect to
advice as to tax, business or legal or other economic considerations involved
in this investment.

         (e)      The undersigned will not sell, pledge, convey or otherwise
transfer the Shares without registration or qualification under the Act and
applicable state securities laws or pursuant to an exemption therefrom.

         (f)      The undersigned understands that the Shares have not been
registered under the Act or any state's laws in reliance upon exemptions
therefrom for non-public offerings. The undersigned also understands that,
except as provided in the Agreement, it is not contemplated that any
registration will be made under the Act.

                                            Very truly yours,

Date: June   , 1999                         ----------------------------------
           --                               Signature

----------------------
(number of Shares)                          ----------------------------------
                                            Name of Investor
                                            Address:
                                                     -------------------------

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

<PAGE>   54




                                    EXHIBIT B

                            FORM OF AFFILIATE LETTER

                                   June   , 1999
                                        --
Eclipsys Corporation
777 East Atlantic Avenue
Suite 200
Delray Beach, Florida 33483

Ladies and Gentlemen:

         It is anticipated that the undersigned, as a shareholder of either MSI
Solutions, Inc., a Georgia corporation ("MSI Solutions"), or MSI Integrated
Services, Inc., a Georgia corporation ("MSI Services" and together with MSI
Solutions, "MSI"), or as an "affiliate", as that term is defined in Rule 12b-2
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of
MSI, will receive certain shares (the "Shares") of common stock, par value of
$.01 per share of Eclipsys Corporation, a Delaware corporation ("Eclipsys"),
upon the consummation of the mergers (the "Mergers") of ECLP Merger Corp., a
Delaware corporation and a wholly owned subsidiary of Eclipsys ("Merger Sub"),
with and into MSI Solutions and of MSI Services with and into MSI Solutions,
whereupon MSI Solutions shall be the surviving corporation and shall continue
its corporate existence under the laws of the State of Georgia and the separate
corporate existence of Merger Sub and MSI Services shall cease, pursuant to the
Agreement and Plan of Merger, dated June __, 1999 (the "Merger Agreement"), by
and among Eclipsys, Merger Sub, MSI and the MSI Shareholders (as defined in the
Merger Agreement).

         In connection with the receipt of the Shares by such shareholder in the
Mergers, the undersigned hereby represents to and agrees with Eclipsys that the
undersigned will not make any offer to sell, transfer or otherwise dispose of
any of the Shares in any transaction, public or private, except in accordance
with the applicable provisions of the Securities Act of 1933, as amended (the
"Act"), as such Act may be hereafter from time to time amended. Moreover, the
undersigned will not sell, transfer or otherwise dispose of any of the Shares,
nor in any other way reduce the undersigned's risk with respect to the Shares,
as contemplated by APB Opinion No. 16, until such time as financial results
covering at least thirty (30) days of combined operations of Eclipsys and MSI
Solutions and MSI Services have been published within the meaning of Section
201.01 of the Securities and Exchange Commission's Codification of Financial
Reporting Policies; provided, however, that the undersigned shall be permitted
to make de minimis sales prior to the publication of such combined financial
results to the extent permitted by applicable provisions of APB Opinion No. 16
and SEC Accounting Series Releases 130 and 135 of the Act.


<PAGE>   55





         The undersigned further agrees that Eclipsys shall not be required to
transfer any of the Shares unless (i) the transfer results from a sale of such
Shares pursuant to an effective registration statement under the Act, or (ii) it
shall have received an opinion of counsel, which opinion of counsel should be
reasonably satisfactory to Eclipsys, to the effect that such transfer would not
violate, or make the issuance of the Shares to the undersigned a violation of,
the provisions of the Act. The certificate(s) representing the Shares will bear
a legend to the foregoing effects.

         The undersigned represents that the undersigned does not currently have
any arrangement, agreement, or understanding regarding the sale of the Shares.

                                              Very truly yours,

                                              --------------------------
                                              Name:

The foregoing is accepted
and agreed to as of the
date first above written:

ECLIPSYS CORPORATION

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


<PAGE>   56
                                    EXHIBIT C

                         FORM OF KING & SPALDING OPINION

(1)      Each of MSI Solutions and MSI Services is a corporation incorporated,
validly existing and in good standing under the laws of the State of Georgia.

(2)      Each of MSI Solutions and MSI Services has all requisite power and
authority to execute and deliver the Agreement and to perform its obligations
thereunder. The execution and delivery of the Agreement by MSI Solutions and MSI
Services and the consummation by MIS Solutions and MSI Services of the
transactions contemplated thereby have been duly and validly authorized by all
necessary corporate action on the part of MSI Solutions and MSI Services. The
Agreement constitutes the valid and binding obligation of MSI Solutions and MSI
Services, enforceable against each in accordance with its terms, except (a) as
rights to indemnity and contribution under the Agreement may be limited by
applicable federal or state securities laws or announced public policy, (b) as
the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally, (c) as the enforceability thereof may be limited by
general principles of equity (regardless of whether such enforceability is
considered in an action at law or a suit in equity) including the availability
of equitable remedies, and (d) that the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to certain
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought. Each of the MSI Shareholders has duly
executed and delivered the Agreement, and the Agreement constitutes the valid
and binding obligation of each MSI Shareholder, enforceable against such MSI
Shareholder in accordance with its terms, subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and other laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.

(3)      Except as set forth in the Agreement, the execution and delivery of the
Agreement by MSI Solutions and MSI Services and the consummation by MIS
Solutions and MSI Services of the transactions contemplated by the Agreement do
not and will not, with the passing of time or the giving of notice, violate or
conflict with, constitute a breach of or default under, result in the loss of
any material benefit under, or permit the acceleration of any obligation under
any term or provision of the Articles of Incorporation or Bylaws of MSI
Solutions or MSI Services.




<PAGE>   57




                                    EXHIBIT D

              FORM OF NONCOMPETITION AND NONSOLICITATION AGREEMENT

         THIS NONCOMPETITION AND NONSOLICITATION AGREEMENT, dated as of June __,
1999 (this "Agreement"), by and among (i) ECLIPSYS CORPORATION, a Delaware
corporation ("Eclipsys" or the "Company"); (ii) ECLP MERGER CORP., a Delaware
corporation and a wholly owned subsidiary of ECLIPSYS ("Merger Sub"); and (iii)
ANNA L. BEAN, a resident of the State of Georgia ("Bean"); MICHAEL R. COTE, a
resident of the State of Georgia ("Cote"); and ROBERT J. FELDMAN, a resident of
the Commonwealth of Virginia ("Feldman" and together with Bean and Cote
hereinafter collectively referred to as the "Covenantors" and separately as a
"Covenantor").

                              W I T N E S S E T H:

         WHEREAS, Eclipsys, Merger Sub, Covenantors, The 1997 Feldman Family
Trust, MSI Solutions, Inc., a Georgia corporation ("MSI Solutions"), and MSI
Integrated Services, Inc., a Georgia corporation ("MSI Services" and together
with MSI Solutions, "MSI"), have entered into that certain Agreement and Plan of
Merger, dated June __, 1999 (the "Merger Agreement"), pursuant to which Eclipsys
will acquire MSI Solutions and MSI Services in the merger transactions more
particularly described in the Merger Agreement;

         WHEREAS, Covenantors are shareholders of MSI Solutions and MSI
Services, and each stands to benefit from the consummation of the transactions
contemplated under the Merger Agreement;

         WHEREAS, each Covenantor acknowledges that such Covenantor is executing
this Agreement in order to materially induce Eclipsys and Merger Sub to
consummate the transactions contemplated under the Merger Agreement; and

         WHEREAS, each Covenantor's execution and delivery of this Agreement is
a condition precedent to Eclipsys' and Merger Sub's obligations to consummate
the transactions contemplated under the Merger Agreement.

         NOW, THEREFORE, in consideration of the premises and the mutual
promises, covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto, intending to be legally bound, hereby agree as follows:

          Section 1.    Definitions. The following terms shall have the meanings
set forth opposite each such term below:

         (a)      "Covenantor Activities" shall mean the (i) development of web
and application integration software tools used to support the development and
deployment of

<PAGE>   58

application-to-application interfaces and to web-enable applications (the
"Software Tools"); and (ii) the provision of implementation and consulting
services to support the deployment of the Software Tools.

         (b)      "Proprietary Information" shall mean, collectively, any "Trade
Secrets" (as defined below) and "Confidential Information" (as defined below) of
MSI and all physical embodiments of same, as may exist from time to time. For
purposes of this Agreement, the term "Trade Secrets" means the whole or any
portion of any scientific or technical or other information, design, process,
procedure, formula, computer software product, documentation or improvement
relating to the business of MSI which (1) derives independent economic value,
actual or potential, from not being generally known to the public or other
persons who can obtain economic value from its disclosure or use; and (2) is the
subject of efforts that are reasonable under the circumstances to maintain its
secrecy or confidentiality. The term "Confidential Information" means any and
all data and information relating to the business of MSI, other than Trade
Secrets, which (1) has value to MSI; (2) is not generally known by its
competitors or the public; and (3) is treated as confidential by MSI or its
affiliates. To the fullest extent consistent with the foregoing and permitted by
law, Proprietary Information shall include, without limitation, (i) any
technical or non-technical data, design, process, procedure, formula, pattern,
compilation, program, device, method, technique, drawing, financial data,
financial plan and product plan; (ii) computer software programs including
application, operating system, data base communication and other computer
software; (iii) all modifications, enhancements and all options available with
respect thereto; (iv) source and object codes, flow charts, coding sheets,
routines, subroutines, compilers, assemblers, designs and related documentation
and manuals; (v) production or service processes, marketing techniques and
arrangements, mailing lists, purchasing information, pricing policies, quoting
procedures, financial information, customer and prospect names and requirements,
employee, customer, supplier and distributor data and other materials or
information; and (vi) results of research and development activities, including
new processes, formulae, inventions, computer related equipment or technology
and design drawings and specifications. Proprietary Information does not include
any data or information which, before being divulged by the Covenantor, has
entered the public domain, provided that the Covenantor was not responsible
directly or indirectly, for such information or data entering the public domain
without the written consent of Eclipsys.

         (c)      "Noncompete and Nonsolicitation Period" shall mean the period
commencing on the Closing Date (as defined in Section 2 of the Merger Agreement)
and ending on the second (2nd) anniversary of such date.

         (d)      "Territory" shall mean the geographic areas which are within a
quarter mile radius of each current client of the MSI business as set forth on
Exhibit A hereto and each prospective client of the MSI business.

Capitalized terms used but not otherwise defined herein shall have the meanings
ascribed to such terms in the Merger Agreement.



                                       2
<PAGE>   59

         Section 2. Restrictive Covenants.

         2.1      Proprietary Information. Each Covenantor hereby agrees that,
during the Noncompete and Nonsolicitation Period, that such Covenantor (i) shall
hold in confidence all Proprietary Information and shall not disclose or publish
such Proprietary Information without the prior written consent of Eclipsys,
which consent shall be granted or withheld in Eclipsys' sole discretion and (ii)
shall not use any such Proprietary Information for any purpose other than in
connection with their employment with MSI Solutions without the prior written
consent of Eclipsys, which consent shall be granted or withheld in Eclipsys'
sole discretion. Restrictions in this paragraph are in addition to and not in
lieu of protections afforded to Trade Secrets and Confidential Information under
applicable law. Nothing in this Agreement is intended to or shall be interpreted
as diminishing or otherwise limiting the rights of Eclipsys under applicable law
to protect Trade Secrets or Confidential Information.

         2.2      Noncompetition and Nonsolicitation.

         (a)      Coverage. The parties hereto acknowledge and agree that each
Covenantor is currently engaged in the Covenantor Activities throughout the
Territory. Each Covenantor acknowledges that, to adequately protect the
interests of Eclipsys in the business of MSI, it is essential that each
noncompetition covenant and nonsolicitation covenant with respect to the
business of MSI cover each of the Covenantors, all of the Covenantor Activities
and the entire Territory.

         (b)      Covenantor's Covenants. Each Covenantor hereby covenants and
agrees that such Covenantor shall not, in any manner (other than in connection
with their employment with MSI Solutions or as otherwise authorized in writing
by Eclipsys, which authorization shall be granted or withheld in Eclipsys's sole
discretion), during the Noncompete and Nonsolicitation Period, directly or
indirectly, on such Covenantor's own behalf or in the service of or on behalf of
any other individual or entity, either as a proprietor, employee, agent,
independent contractor, consultant, director, officer, partner or stockholder:

                  (i)      engage in, have any equity or profit interest in
          (other than acquiring a passive investment, not in excess of 5%, of
         the outstanding common stock, of a public corporation whose equity
         securities are traded on a national securities exchange or in the
         over-the-counter market) make any loan to or for the benefit of, or
         render services of any kind to any business which engages in the
         Covenantor Activities in the Territory without the prior written
         consent of Eclipsys, which consent shall be granted or withheld in
         Eclipsys' sole discretion;

                  (ii)     divert, solicit, attempt to solicit or accept
         business that falls within the Covenantor's Activities from any (a)
         current client of the MSI business as set forth on Exhibit A hereto, or
         (b) prospective client of the MSI business that was actively sought as
         a client of the MSI business at any time during the one (1) year period
         prior to the Closing; or

                                      3
<PAGE>   60

                  (iii)    employ, or seek to employ, on Covenantor's behalf or
         on behalf of any other person, firm or corporation, any person who is
         or was employed in the MSI business as of the Closing Date, without the
         prior written consent of Eclipsys, which consent shall be granted or
         withheld at Eclipsys' sole discretion.

         2.3      Covenantor Standstill. Each Covenantor hereby covenants and
agrees that, during the Noncompete and Nonsolicitation Period, that such
Covenantor shall not in any manner, directly or indirectly, employ or seek to
employ on behalf of any Covenantor or on behalf of any other person, firm or
corporation, any employee of Eclipsys or any of its subsidiaries, including any
employee providing services for the MSI business, who was introduced to such
Covenantor and with whom such Covenantor or any personnel or representatives
thereof had substantive discussions in connection with the consummation of the
transactions contemplated under the Merger Agreement, without the prior written
consent of Eclipsys, which consent shall be granted or withheld at Eclipsys'
sole discretion.

         2.4      Severability. If a judicial determination is made that any of
the provisions of this Section 2 constitutes an unreasonable or otherwise
unenforceable restriction against any of the parties hereto, the provisions of
this Section 2 shall be rendered void only to the extent that such judicial
determination finds such provision to be unreasonable or otherwise
unenforceable. In this regard, each of the parties hereto hereby agrees that any
judicial authority construing this Agreement shall be empowered to sever or
modify any portion of the Territory, any prohibited business activity or any
time period from the coverage of this Section 2 and to apply the provisions of
this Section 2 to the remaining portion of the Territory, the remaining business
activities or the remaining time period not so severed or modified by such
judicial authority. Moreover, notwithstanding the fact that any provision of
this Section 2 is determined not to be specifically enforceable, each of the
parties hereto shall nevertheless be entitled to recover monetary damages as a
result of any breach of any such provision. The time period during which the
prohibitions set forth in this Section 2 shall apply shall be tolled and
suspended as to each applicable party for a period equal to the aggregate
quantity of time during which such party violates such prohibitions in any
respect.

         2.5      Injunctive Relief. Each Covenantor hereby agrees that any
remedy at law for any breach of the provisions contained in Sections 2.2 and 2.3
hereof shall be inadequate and that Eclipsys shall be entitled to injunctive
relief in addition to any other remedy Eclipsys might have under this Agreement.

         Section 3.  Miscellaneous.

         3.1      Enforcement. The parties hereto further acknowledge and agree
that Covenantors are executing and delivering this Agreement in order to
materially induce Eclipsys and Merger Sub to consummate the transactions
contemplated under the Merger Agreement. Each of the Covenantors acknowledge and
agree that in the event any such Covenantor's employment with MSI Solutions
terminates for any reason whatsoever, such Covenantor will be able to earn a
livelihood without violating the covenants set forth in this Agreement.



                                       4
<PAGE>   61

         3.2      Binding Effect. This Agreement shall inure to the benefit of
and shall be binding upon Eclipsys and its respective successors and assigns and
upon Covenantors and each of their respective successors, assigns,
representatives, executors, heirs and beneficiaries; provided, however, that
neither Eclipsys nor Covenantors shall be entitled to delegate or assign any of
their respective obligations hereunder.

         3.3      Governing Law. This Agreement shall be deemed to be made in,
and in all respects shall be interpreted, construed and governed by and in
accordance with, the laws of the State of Georgia without regard to the choice
of law rules of the State of Georgia.

         3.4      Headings. The section headings contained in this Agreement are
for reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement.

         3.5      Notices. All notices, requests, demands and other
communications hereunder will be in writing signed by the party making the same
and will be mailed to the parties at the addresses shown below (or at such other
addresses as will be given in writing by the parties to one another) and will be
effective and deemed given if sent by registered or certified mail addressed to
the respective parties as follows:

                  To Eclipsys and Merger Sub:

                           Eclipsys Corporation
                           777 East Atlantic Avenue
                           Suite 200
                           Delray Beach, Florida 33483
                           Attn:  Jack Risenhoover, General Counsel

                  To Bean:

                           Anna L. Bean
                           18 Peppertree Court
                           Marietta, Georgia 30068

                           with a copy to:

                           King & Spalding
                           191 Peachtree Street
                           Atlanta, Georgia 30303
                           Attn:  William R. Spalding, Esq.

                  To Cote:

                           Michael R. Cote
                           1650 Lazy River Lane
                           Atlanta, Georgia 30350



                                       5
<PAGE>   62

                           with a copy to:

                           King & Spalding
                           191 Peachtree Street
                           Atlanta, Georgia 30303
                           Attn:  William R. Spalding, Esq.

                  To Feldman:

                           Robert J. Feldman
                           1909 Thomas Bishop Lane
                           Virginia Beach, Virginia 23454

                           with a copy to:

                           King & Spalding
                           191 Peachtree Street
                           Atlanta, Georgia 30303
                           Attn:  William R. Spalding, Esq.

         3.6      Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed to be an original but all of which
together shall constitute one and the same instrument, and it shall not be
necessary in making proof of this Agreement or the terms hereof to produce or
account for more than one of such counterparts.

         3.7      Jurisdiction and Forum. By execution and delivery of this
Agreement, each of the parties hereto hereby agrees that the appropriate forum
and venue for any disputes between any of the parties hereto arising out of this
Agreement shall be any state or federal court in the State of Georgia and each
of the parties hereto hereby submits to the personal jurisdiction of any such
court. The foregoing shall not limit the rights of any party to obtain execution
of judgment in any other jurisdiction.

         3.8      Entire Agreement. This Agreement is intended by the parties
hereto to be the final expression of their agreement with respect to the subject
matter hereof and is the complete and exclusive statement of the terms thereof
notwithstanding any representations, statements or agreements to the contrary
heretofore made. This Agreement may be modified only by a written instrument
signed by each of the parties hereto.

         3.9      No Waiver. No failure or delay on the part of any party hereto
in the exercise of any right hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right preclude any other or
further exercise thereof or of any other right. All rights and remedies under
this Agreement are cumulative to, and not exclusive of, any rights or remedies
otherwise available.



                                       6
<PAGE>   63
          IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.

                                                ECLIPSYS CORPORATION

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

                                                ECLP MERGER CORP.

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


                                                ANNA L. BEAN

                                                --------------------------------
                                                Anna L. Bean

                                                MICHAEL R. COTE

                                                --------------------------------
                                                Michael R. Cote

                                                ROBERT J. FELDMAN

                                                --------------------------------
                                                Robert J. Feldman



                                       7
<PAGE>   64





                                    EXHIBIT E

                        FORM OF HALE AND DORR LLP OPINION

(1)      Each of Eclipsys and Merger Sub is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware.

(2)      Each of Eclipsys and Merger Sub has all requisite power and authority
to execute and deliver the Agreement and to perform its obligations thereunder.
The execution and delivery by Eclipsys and Merger Sub of the Agreement and the
consummation by Eclipsys and Merger Sub of the transactions contemplated thereby
have been duly and validly authorized by all necessary corporate action on the
part of Eclipsys and Merger Sub. The Agreement has been duly and validly
executed and delivered by Eclipsys and Merger Sub and constitutes the valid and
binding obligation of Eclipsys and Merger Sub, enforceable against Eclipsys and
Merger Sub in accordance with its terms, except (a) as rights to indemnity and
contribution under the Agreement may be limited by applicable federal or state
securities laws or announced public policy, (b) as the enforceability thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' rights generally, (c) as the
enforceability thereof may be limited by general principles of equity
(regardless of whether such enforceability is considered in an action at law or
a suit in equity) including the availability of equitable remedies, and (d) that
the remedy of specific performance and injunctive and other forms of equitable
relief may be subject to certain equitable defenses and to the discretion of the
court before which any proceeding therefor may be brought.

(3)      Except as set forth in the Agreement, the execution and delivery of the
Agreement by Eclipsys and Merger Sub and the consummation by Eclipsys and Merger
Sub of the transactions contemplated by the Agreement do not and will not, with
the passing of time or the giving of notice, violate or conflict with,
constitute a breach of or default under, result in the loss of any material
benefit under, or permit the acceleration of any obligation under any term or
provision of the Certificate of Incorporation or Bylaws of Eclipsys or Merger
Sub.

(4)      The shares of Eclipsys Stock to be issued in connection with the
Mergers have been duly authorized for issuance and, when issued in accordance
with the terms of the Agreement, will be validly issued, fully paid and
nonassessable.



<PAGE>   65
\                                    EXHIBIT F

                                MSI SHAREHOLDERS
<TABLE>
<CAPTION>
           NAME                        % INTEREST              MAXIMUM LIABILITY
           ----                        ----------              -----------------
<S>                                    <C>                     <C>
  ANNA L. BEAN                              54.3%                     $3,258,000

  ROBERT J. FELDMAN                         24.4                       1,464,000

  THE 1997 FELDMAN FAMILY TRUST             16.3                         978,000

  MICHAEL R. COTE                            5.0                         300,000
                                            ----                      ----------

                                           100.00%                    $6,000,000
                                           ======                      =========
</TABLE>