among

   1
                                                                   EXHIBIT 4.03




                             SHAREHOLDERS' AGREEMENT



                                      among



                          ATLANTIC DATA SERVICES, INC.



                                       and



                              CERTAIN SHAREHOLDERS







                               As of July 15, 1988
   2
                                TABLE OF CONTENTS



Article                                                                     Page
-------                                                                     ----
                                                                         
ARTICLE I -- PRELIMINARIES..............................................       1
   1.1 Definitions......................................................       1
   1.2 Current Ownership of Capital Stock...............................       6
   1.3 Transfers Void...................................................       7
ARTICLE II -- TRANSFERS OF CAPITAL STOCK................................       7
   2.1 Proposed Voluntary Transfer of Capital Stock by Shareholders.....       7
   2.2 Issuances of Capital Stock by Corporation........................      15
   2.3 Involuntary Transfers............................................      16
ARTICLE III -- REGISTRATION RIGHTS......................................      21
   3.1 Demand Registrations.............................................      21
   3.2 Incidental or "Piggyback" Registration...........................      22
   3.3 Registration Procedures..........................................      24
   3.4 Indemnity........................................................      26
ARTICLE IV -- OTHER RIGHTS..............................................      27
   4.1 Election of Directors............................................      27
   4.2 Majority Vote of Directors.......................................      29
   4.3 Death or Incapacity of Management Shareholders...................      31
   4.4 Insurance........................................................      32
ARTICLE V -- MISCELLANEOUS..............................................      32
   5.1 Term.............................................................      32
   5.2 Governing Law; Consent to Jurisdiction...........................      33
   5.3 Legend...........................................................      33
   5.4 Corporate Obligations............................................      33
   5.5 Binding on Transferees...........................................      34
   5.6 Notices..........................................................      34
   5.7 References to Closing Dates......................................      35
   5.8 Severability.....................................................      35
   5.9 Counterparts.....................................................      35
   5.10 Entire Agreement................................................      35
   5.11 Waiver..........................................................      36
   5.12 Consent to Specific Performance.................................      36
   5.13 Multiple Classes of Capital Stock...............................      36
   5.14 Variations in Pronouns..........................................      36
   5.15 By-laws.........................................................      37




                                      - i -
   3
                             SHAREHOLDERS' AGREEMENT

         SHAREHOLDERS' AGREEMENT, dated as of July 15, 1988, by and among
ATLANTIC DATA SERVICES, INC. (the "Corporation"), a Massachusetts corporation
having its principal office at Xxx Xxxxxxxxxxxx Xxxx, Xxxxxx, Xxxxxxxxxxxxx
00000, and the Major Shareholders (as defined in Section 1.1.10) whose names and
addresses appear on Schedule I attached hereto.

         The Major Shareholders own the shares of the issued and outstanding
capital stock of the Corporation set forth on Schedule I attached hereto. The
Major Shareholders and the Corporation desire to enter into an agreement that,
among other things, imposes restrictions on the transfer of the shares of the
Corporation's capital stock owned by the Major Shareholders. Accordingly, in
consideration of the premises and the mutual covenants and agreements herein
provided, the parties hereto agree as follows:

                                    ARTICLE I

                                  PRELIMINARIES

         1.1 Definitions. As used herein, the following terms shall be defined
as set forth below:

         1.1.1 "Act" means the Securities Act of 1933, as amended.

                  1.1.2 An "Affiliate" of any entity or person is any individual
or any partnership, corporation, group or trust that directly or indirectly, by
way of majority ownership, (i) controls, (ii) is controlled by or (iii) is under
common control with, such entity or person.

                           The Affiliates of XXXX shall also include any bona
fide director, officer or employee of or consultant to any partnership,
corporation, group, or trust that directly or indirectly, by way of majority
ownership, (i) controls, (ii) is controlled by or (iii) is under common
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                                     - 2 -


control with, General Atlantic, or members of the immediate family of any such
person (or trust for his or their benefit).

                  1.1.3 The "Applicable Percentage" of any Major Shareholder
means the percentage arrived at by dividing (i) the aggregate number of Common
Shares then owned by (a) that Major Shareholder, (b) the members of the
immediate family of that Major Shareholder and (c) any trust, the only
beneficiaries of which are members of the immediate family of that Major
Shareholder by (ii) the aggregate number of shares of Capital Stock then issued
and outstanding. For purposes of this computation, each reference to Common
Shares shall be deemed to reflect the conversion into Common Shares of all
Common Stock Equivalents, if any, then issued and outstanding.

                  1.1.4 "Capital Stock" means (i) the Voting Common Stock, (ii)
the Non-Voting Common Stock, (iii) the Special Common Stock, (iv) any other
class of capital stock of the Corporation, and (v) any security or obligation
which is by its terms convertible into capital stock and any warrant, option or
other subscription or purchase right with respect to capital stock.

                  1.1.5 "Common Shares" means the Voting Common Stock, and the
Special Common Stock.

                  1.1.6 "Common Stock Equivalents" means any security or
obligation which is by its terms convertible into Common Shares and any warrant,
option or other subscription or purchase right with respect to Common Shares.

                  1.1.7 "Family Percentage" means the percentage arrived at by
dividing (i) the number of Common Shares then owned by a member of the immediate
family of a Major Shareholder, the estate of a deceased Major Shareholder, or a
trust for the benefit of members of the immediate family of a Major Shareholder
by (ii) the aggregate number of Common Shares then owned
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                                     - 3 -


by all Major Shareholders. For purposes of this computation, (a) each reference
to Common Shares shall be deemed to reflect the conversion of all Common Stock
Equivalents, if any, then owned by Major Shareholders, by members of the
immediate families of Major Shareholders, or by trusts for benefit of the
members of the immediate families of Major Shareholders, into Common Shares and
(b) (with respect to the number referred to in clause (ii) above only) all
Common Shares held by Affiliates of XXXX or by members of the immediate family
of any of the other Major Shareholders, or by trusts for the benefit of members
of the immediate families of the other Major Shareholders shall be deemed to be
held by XXXX or by such other Major Shareholders, respectively.

                  1.1.8 "XXXX" means General Atlantic Investments Limited, a
Bermuda corporation, and any Affiliate to which such corporation transfers
substantially all of the Capital Stock owned by it.

                  1.1.9 "General Atlantic" means General Atlantic Investments
Limited, a Bermuda corporation, and any Affiliate to which General Atlantic
transfers any or all of the Capital Stock owned by it.

                  1.1.10 "immediate family" means mother, father, mother-in-law,
father-in-law, spouse, children (including adopted children), brothers, sisters
and grandchildren.

                  1.1.11 "Involuntary Transfer" means any transfer, proceeding
or action (other than a transfer pursuant to Articles II and III hereof or a
transfer, whether inter vivos, by will or through intestacy, to a Permitted
Transferee or, by operation of law upon death, to the estate of a Shareholder
the only beneficiaries of which, with respect to the Capital Stock owned by such
Shareholder, are members of the immediate family of such Shareholder) by or in
which a Shareholder shall be deprived or divested of any right, title or
   6
                                     - 4 -


interest in or to any of the Capital Stock, involuntarily or by operation of
law, including, without limitation, any seizure under levy of attachment or
execution, any transfer in connection with bankruptcy (whether pursuant to the
filing of a voluntary or an involuntary petition under the Federal Bankruptcy
Code of 1978, or any modifications or revisions thereto) or other court
proceeding to a debtor in possession, trustee in bankruptcy or receiver or other
officer or agency, any transfer to a state or to a public officer or agency
pursuant to any statute pertaining to escheat or abandoned property, any
transfer pursuant to a separation agreement or the entry of a final court order
in a divorce proceeding from which there is no further right of appeal, any
transfer upon or occasioned by the death of any Shareholder, or any transfer to
a legal representative of any Shareholder.

                  1.1.12 "Major Shareholder" means each of XXXX, Xxxxxx X. Xxxx,
Xxxxxxx X. Xxxxxxxxx, Xxx X. Xxxxxxx and Xxxxxx X. Xxxxxxx (all of Schedule I).

                  1.1.13 "Major Shareholder Percentage" means the percentage
arrived at by dividing (i) the number of Common Shares then owned by a Major
Shareholder by (ii) the aggregate number of Common Shares then owned by all
Major Shareholders. For purposes of this computation (a) each reference to
Common Shares shall be deemed to reflect the conversion of all Common Stock
Equivalents, if any, then owned by all Major Shareholders, by members of the
immediate families of Major Shareholders, or by trusts for the benefit of
members of the immediate families of Major Shareholders, into Common Shares and
(b) all Common Shares held by Affiliates of General Atlantic or by members of
the immediate family of any of the other Major Shareholders, or by trusts for
the benefit of members of the immediate families of any of the other Major
   7
                                     - 5 -


Shareholders, shall be deemed to be held by General Atlantic or by such other
Major Shareholder(s), respectively.

                  1.1.14 "Management Shareholders" means Xxxxxx X. Xxxx ("Xxxx")
and Xxxxxxx X. Xxxxxxxxx ("Xxxxxxxxx").

                  1.1.15 "Management Shareholder Percentage" means the
percentage arrived at by dividing (i) the number of Common Shares then owned by
a Management Shareholder by (ii) the aggregate number of Common Shares then
owned by both Management Shareholders. For purposes of this computation, (a)
each reference to Common Shares shall be deemed to reflect the conversion of all
Common Stock Equivalents, if any, then owned by both Management Shareholders, by
members of the immediate families of Management Shareholders, or by trusts for
the benefit of members of the immediate families of Management Shareholders,
into Common Shares and (b) all Common Shares held by members of the immediate
family of either of the Management Shareholders, or by trusts for the benefit of
members of the immediate families of Management Shareholders shall be deemed to
be held by such Major Shareholders, respectively.

                  1.1.16 "Non-Voting Common Stock" means the Class A Non-Voting
Stock of the corporation, par value $.01 per share.

                  1.1.17 "Permitted Transferee" means a person or an entity who
agrees in writing to be bound by the terms and conditions of this Agreement and
who is (i) a member of the transferor's immediate family, (ii) an Affiliate of a
Major Shareholder, (iii) a transferee to whom the Corporation and each Major
Shareholder have expressly consented in writing, (iv) a trust for the benefit of
a member of the transferor's immediate family or (v) upon the death of the
transferor, the estate, or the executor thereof, of such transferor, pending
distribution to the beneficiaries of the estate, provided
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                                     - 6 -


that the only beneficiaries of the estate with respect to the Capital Stock are
members of such transferor's immediate family.

                  1.1.18 "Public Sale Date" means the date on which a public
offering of securities of the Corporation under the Act is effective.

                  1.1.19 "Qualified Investment Banker" means a nationally
recognized investment banking firm that is (i) knowledgeable and experienced
concerning the business of the Corporation, (ii) willing and able to serve in
such capacity and to render the services required of it under this Agreement and
(iii) selected by the corporation's regular independent accountants from a list
of investment banking firms submitted by each Major Shareholder.

                  1.1.20 "Shareholder" means the Major Shareholders listed on
Schedule I hereto, any other holder of Common Shares, and any Transferee.

                  1.1.21 "Special Common Stock" means convertible special common
stock of the Corporation, par value $.01 per share.

                  1.1.22 "Stock Purchase Agreement" means the Stock Purchase
Agreement dated the date hereof among the Major Shareholders and the
Corporation.

                  1.1.23 "Transferee" means any direct or indirect transferee of
Common Shares that is transferred by the Corporation or a Shareholder, including
any transferee who takes from the Corporation by original issue or reissue from
or after the date hereof, but does not include any direct or indirect transferee
of Common Shares issued or transferred in a public offering under the Act.

                  1.1.24 "Voting Common Stock" means the common stock of the
Corporation with voting rights, par value $.01 per share.

         1.2 Current Ownership of Capital Stock. Each Major Shareholder
represents and warrants that as of the date hereof, except as shown on
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                                     - 7 -


Schedule I, (i) he owns of record and beneficially the number of shares of
Capital Stock listed on Schedule I hereto opposite his name, and that other than
as contemplated by or disclosed in this Agreement or the Stock Purchase
Agreement, he has not pledged, hypothecated or granted any security interest in
such shares of Capital Stock to any person, (ii) other than as contemplated by
or disclosed in this Agreement or the Stock Purchase Agreement, he has not
granted any person any right to purchase or otherwise acquire any interest in
such shares of Capital Stock and (iii) other than as contemplated by or
disclosed in this Agreement or the Stock Purchase Agreement, he owns such shares
of Capital Stock free and clear of any liens, claims, options, charges,
encumbrances, or rights of others; provided, however, that such Shareholder
makes no representations with respect to the ownership of any Common Shares
other than those purported to be owned by him as set forth on Schedule I.

         1.3 Transfers Void. Each Shareholder agrees that he will not sell,
give, transfer, assign, pledge, grant a security interest in, or otherwise
dispose of any capital Stock that such Shareholder now owns or hereafter
acquires in violation of the terms and conditions of this Agreement. Any sale,
gift, transfer, assignment, pledge, grant of a security interest in or other
disposition of Capital Stock in violation of this Section shall be void ab
initio.

                                   ARTICLE II

                           TRANSFERS OF CAPITAL STOCK

         2.1 Proposed Voluntary Transfer of Capital Stock by Shareholders.

                  2.1.1 Rights of First Refusal. Any Shareholder (each of whom
is referred to in this Section 2.1 as an "Offering Shareholder") who desires to
sell, give, transfer, assign, pledge, grant a security interest in or otherwise
dispose of all or any portion of his Capital Stock (other than (i)
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                                     - 8 -


to a Permitted Transferee, (ii) pursuant to Article III hereof, (iii) pursuant
to the Stock Purchase Agreement or (iv) pursuant to an Involuntary Transfer),
shall first make an offer (the "Offer") to sell, transfer, or assign the Capital
Stock which is the subject of such desire (the "Offered Shares") to the
Management Shareholders, the Corporation and the other Major Shareholders as
provided herein. The Offering Shareholder shall send written notice of the Offer
(the "Offering Shareholder's Notice") to the Corporation and to each of the
Major Shareholders (and if a Major Shareholder has deceased, to trusts for the
benefit of members of the immediate family of such Major Shareholder, the estate
of such Major Shareholder and members of the immediate family of such Major
Shareholder, in each case who are shareholders), stating the amount, identified
by class, of the Offered Shares, the proposed purchase price therefor and the
terms and conditions of the offer.

                  2.1.1(a) The Management Shareholders shall be entitled to
purchase, upon the terms and conditions of the Offer, some or all of the offered
Shares, upon written notice given to the Offering Shareholder, the Corporation
and the Major Shareholders within 20 business days of the Offering Shareholder's
Notice (the "First Offering Period"). Each Management Shareholder has the right,
and may indicate in such notice his election, to purchase the balance of the
Offered Shares if the other Management Shareholder does not exercise his right
to purchase up to the full amount of his Management Shareholder Percentage of
the Offered Shares. The failure of either or both Management Shareholders to
exercise his or their rights to purchase the Offered Shares within the First
Offering Period shall be regarded as a waiver of his or their rights to
participate in the purchase of the offered Shares under this Subsection
2.1.1(a).
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                                     - 9 -


                  2.1.1(b) If the Management Shareholders do not elect to
purchase all the Offered Shares as provided above, then the Corporation shall be
entitled to purchase, upon the terms and conditions of the offer, some or all of
the offered Shares, upon written notice given to the Offering Shareholder and
the Major Shareholders within 20 business days after the end of the First
Offering Period of the Offering Shareholder's Notice. The failure of the
Corporation to exercise its right to purchase the Offered Shares within such 20
business-day notice period (the "Second Offering Period") shall be regarded as a
waiver of its right to participate in the purchase of the Offered Shares.

                  2.1.1(c) If the Management Shareholders and the Corporation do
not elect to purchase all of the Offered Shares as provided above, each Major
Shareholder (including the Management Shareholders) shall then have the right to
purchase, upon the terms and conditions of the offer, up to his Major
Shareholder Percentage of the Offered Shares for which no such election has
previously been made by the Management Shareholders or by the Corporation (the
"Excess Offered Shares"). Each such Major Shareholder's right to purchase Excess
Offered Shares shall be exercisable by written notice to the Offering
Shareholder, the Corporation and the other Major Shareholders given within 5
business days after the end of the Second Offering Period (the "Third Offering
Period"). Each such Major Shareholder has the right, and may indicate in such
notice his election to purchase the balance of such Excess Offered Shares (the
"Unpurchased Shares") if other Major Shareholders do not exercise their rights
to purchase up to the full amount of their Major Shareholder Percentage of the
Excess Offered Shares. The failure of any Major Shareholder to exercise his or
its right to purchase the Excess Offered Shares within the Third Offering Period
shall be regarded as a waiver of his or its right to participate in the purchase
of the Excess Offered Shares under this Subsection 2.1.1(c).
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                                     - 10 -


                  2.1.1(d) If, after the Third Offering Period has ended, there
are still Unpurchased Shares available, each Management Shareholder will again
be entitled to purchase, upon the terms and conditions of the Offer, some or all
of these Unpurchased Shares, up to his Management Shareholder Percentage, upon
written notice given to the Offering Shareholder, the Corporation and the other
Major Shareholders within 5 days after the end of the Third Offering Period (the
"Fourth Offering Period"). Each Management Shareholder may indicate in such
notice his election to purchase the balance of such Unpurchased Shares if the
other Management Shareholder does not exercise his right to purchase up to the
full amount of his Management Shareholder Percentage. The failure of either or
both Management Shareholders to exercise his or their rights to purchase the
Unpurchased Shares within the Third Offering Period shall be regarded as a
waiver of his or their rights to participate in the purchase of the Unpurchased
Shares.

                  2.1.1(e) Any Major Shareholder who has not elected to exercise
his right to purchase Offered Shares or Excess Offered Shares under Subsections
2.1.1(a) or 2.1.1(c) and (a) any Affiliate of any Major Shareholder and (b) any
member of the immediate family of any such Major Shareholder and any trust for
the benefit of members of the immediate family of such Major Shareholder and any
estate of such Major Shareholder, if such Major Shareholder has deceased (such
member, trust or estate referred to herein as "Family Members"), who wishes to
be a "Co-selling Shareholder" under this Subsection 2.1.1(e) (as that term is
defined in Section 2.1.2) shall give written notice to the Offering Shareholder
and the Corporation within 5 business days after the end of the Third Offering
Period. In such event, the Co-Selling Shareholder shall be entitled to
participate, upon the same terms and conditions, in an amount up to his Major
Shareholder Percentage of the Offered
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                                     - 11 -


Shares in the sale of the Offered Shares to the Corporation and other Major
Shareholders ("Inside Buyers"), which participation shall not be subject to the
other requirements of Section 2.1.1; provided, however, that (x) if any of the
Co-Selling Shareholders are XXXX and any Affiliates thereof, then all such
entities shall act in concert with respect to any such participation and (y) if
any of the Selling Shareholders are Family Members, then each such Family Member
shall be entitled to participate in an amount up to his or its Family
Percentage. Notwithstanding the above, if a Family Member of a Major Shareholder
elects to exercise his co-sale rights under this Section 2.1.1(e), then, for
purposes of this Section 2.1.1(e), the Major Shareholder Percentage with respect
to such Major Shareholder shall be adjusted so that the amount of Common Shares
owned by such Family Member shall be deducted from the amount of Common Shares
referred to in clause (i) of Section 1.1.13. If the Co-Selling Shareholder sells
shares of Capital Stock to an Inside Buyer pursuant to the co-sale rights herein
described, the number of shares that the Offering Shareholder may then sell to
the Inside Buyers pursuant to Section 2.1.1 shall be reduced by the number of
shares (or amount) of Capital Stock sold by the Co-Selling Shareholder.

                  Irrespective of whether any co-sale rights are exercised
pursuant to Subsection 2.1.1(e), unless the Corporation and/or any one or more
of the Major Shareholders elect to purchase all of the Offered Shares as set
forth above, neither the Corporation nor any Major Shareholder may purchase any
of the Offered Shares unless the Offering Shareholder desires to sell less than
all of the Offered Shares to the Inside Buyer, in which case the Offering
Shareholder may sell less than all of the Offered Shares to the Inside Buyer
and, if he elects, attempt to sell the balance of the Offered Shares to a third
party as provided herein (provided, however, that if the Offering
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                                     - 12 -


Shareholder is selling less than all of the Offered Shares only because a
Co-Selling Shareholder is participating in the sale pursuant to Subsection
2.1.1(e), then the Offering Shareholder may not sell the balance of the Offered
Shares to a third party without first offering such to the other Major
Shareholders pursuant to Section 2.1.1). Irrespective of whether any co-sale
rights are exercised pursuant to Subsection 2.1.1(e), if the Major Shareholders
and the Corporation together elect to purchase less than all of the Offered
Shares, the Offering Shareholder may elect to sell all of the Offered Shares to
a third party. The Offering Shareholder may sell, give, transfer, assign,
pledge, grant a security interest in or otherwise dispose of, within six months
of the Offering Shareholder's Notice, and subject to the provisions of Section
5.5 hereof, all, but not less than all, of the Offered Shares which the Offering
Shareholder elects (in accordance with the provisions set forth above) to sell
to a bona fide third-party purchaser for a purchase price that is no lower than
that stated in the Offer and upon terms that, in the aggregate, are not
materially less favorable than those stated in the Offer. If such sale to a
third party is not consummated within such six-month period, the restrictions,
terms and provisions provided for in Section 2.1.1 shall again become effective
with respect to such Offered Shares, and no sale, gift, transfer, assignment,
pledge, grant of a security interest in or other disposition of such Capital
Stock may be made thereafter (other than to a Permitted Transferee or pursuant
to Article III) by the Offering Shareholder without again offering the same to
the Management Shareholders, the Corporation and the Major Shareholders in
accordance with this Agreement.

                  2.1.2 Participation in Sales to Third Parties. If a Major
Shareholder who is the recipient of an Offering Shareholder's Notice under
Section 2.1.1 hereof (and/or an Affiliate or Family Member of such Major
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                                     - 13 -


Shareholder) wishes to sell any or all of his or its Capital Stock on terms
equivalent to those set forth in the Offering Shareholder's Notice, then such
Major Shareholder (and/or an Affiliate or Family Member of such Major
Shareholder) (for purposes of this Section 2.1.2, the "Co-Selling Shareholder")
shall give written notice to the Offering Shareholder and the Corporation within
5 business days after the end of the Fourth Offering Period; provided, however,
that if the Offering Shareholder has agreed to sell the Offered Shares at a
price higher than the price described in the Offering Shareholder's Notice, then
the Offering Shareholder shall again send written notice to the Major
Shareholders (and if a Major Shareholder has deceased, to trusts for the benefit
of members of the immediate family of such Major Shareholder, the estate of such
Major Shareholder and members of the immediate family of such Major Shareholder,
in each case who are Shareholders), stating the amount, identified by class, of
the Offered Shares, the agreed purchase price therefor and the terms and
conditions of such sale to the third party, and the other Major Shareholders
(and/or Affiliates or Family Members of such other Major Shareholders) shall, if
any of them wishes to sell any or all of his or its Capital Stock on terms
equivalent to those set forth in the revised written notice, give written notice
to the Offering Shareholder and the Corporation of his or its desire to
participate in such sale within 10 business days from the date of such second
notice. In such event, the Co-Selling Shareholder shall, except in a public
offering of such Capital Stock, be entitled to participate, upon the same terms
and conditions, in an amount up to his Major Shareholder Percentage of the
Offered Shares, in the sale to any person (the "Prospective Buyer") of the
Offered Shares (such participation not subject to Section 2.1.1); provided,
however, that (x) if any of the Co-Selling Shareholders are XXXX and any
Affiliates thereof, then all such
   16
                                     - 14 -


entities shall act in concert with respect to any such participation and (y) if
any of the Co-Selling Shareholders are Family Members, then each such Family
Member shall be entitled to participate in an amount up to his or its Family
Percentage. Notwithstanding the above, if a Family Member of a Major Shareholder
elects to exercise his co-sale rights under this Section 2.1.2, then, for
purposes of this Section 2.1.2, the Major Shareholder Percentage with respect to
such Major Shareholder shall be adjusted so that the amount of Common Shares
owned by such Family Member shall be deducted from the amount of Common Shares
referred to in clause (i) of Section 1.1.13. If the Co-Selling Shareholder sells
shares of Capital Stock to the Prospective Buyer pursuant to this Section 2.1.2,
the number of Offered Shares that the Offering Shareholder may then sell to the
Prospective Buyer pursuant to Section 2.1.1 shall be reduced by the number of
shares (or amount) of Capital Stock sold by the Co-Selling Shareholder.(1)

                  2.1.3 Closing of Purchases of the Offered Shares. The closing
of any purchase by the Corporation or any Major Shareholder pursuant to this
Section 2.1 of the Offered Shares shall be held at the principal office of the
Corporation at 11:00 A.M. local time on or before the twentieth business day
after the end of the Fourth Offering Period or at such other time and place as
the parties to the transaction may agree upon. At the closing, the Offering
Shareholder and any Co-Selling Shareholder shall deliver certificates
representing the Offered Shares, duly endorsed for transfer and accompanied by
all requisite stock transfer taxes, and the Offered Shares shall be free and
clear of any liens, claims, options, charges, encumbrances, or rights of



--------

(1) Co-sale rights under this Section 2.1.2 shall apply only to the balance of
Capital Stock available to be sold to third parties after compliance with
Section 2.1.1 and shall not apply to the sale of any Capital Stock to a Major
Shareholder by virtue of the exercise of any right of first refusal under
Section 2.1.1 nor to any sale by virtue of any co-sale right under Section
2.1.1(e).
   17
                                     - 15 -


others and each Offering Shareholder and Co-Selling Shareholder shall so
represent and warrant, and further represent and warrant that he is the record
and beneficial owner of the Offered Shares. Each party participating in the
purchase shall deliver at the closing, by certified or official bank check, so
much of the purchase price as is payable in cash. All parties to the transaction
shall execute such documents as are otherwise customary and appropriate.

         2.2 Issuances of Capital Stock by Corporation.

                  2.2.1 Anti-Dilution Right. The Corporation shall give each
Major Shareholder 15 business days' prior written notice of the proposed
issuance of any Capital Stock ("Offered Securities") (other than in connection
with an acquisition, combination, reorganization, reclassification, split-up,
employee stock option plan (including the employee stock purchase plan of the
Company in effect at the date hereof) or public offering of Capital Stock
registered under the Act which, in each case, is approved by the Corporation's
Board of Directors). By written notice to the Corporation (a "Purchaser Notice")
given within 10 business days of being notified of such proposed issuance, a
Major Shareholder shall be entitled to purchase all or part of his Applicable
Percentage of such Offered Securities at the proposed issuance price. The
failure of a Major Shareholder to deliver a Purchaser Notice within the 10
business-day notice period shall constitute a waiver of his right to participate
in the purchase of the Offered Securities. Each Major Shareholder may also
indicate in his Purchaser Notice, if he so elects, his desire to participate
also in the purchase of any Excess Offered Securities (as defined below). If a
Major Shareholder declines to purchase all or part of his Applicable Percentage
of the Offered Securities, then the unaccepted participations of such declining
Major Shareholder ("Excess Offered
   18
                                     - 16 -


Securities") shall automatically be accepted by any other Major Shareholder, if
and to the extent that such other Major Shareholder indicated in his Purchaser
Notice a desire to participate in the purchase of Excess Offered Securities. If
more than one Major Shareholder elects to purchase such Excess Offered
Securities, then all such Excess Offered Securities shall be allocated among
such Major Shareholders pro rata relative to their Major Shareholder
Percentages.

                  2.2.2 Closing. The closing of any purchase by the Major
Shareholders of the Offered Securities under this Section 2.2 shall be held at
the principal office of the Corporation at 11:00 A.M. local time on or before
the 60th business day after the date on which the Major Shareholders receive
notice of the proposed issuance or at such other time and place as the
Corporation and those Major Shareholders purchasing the Offered Securities may
agree upon. At such closing, the Major Shareholders participating in the
purchase shall deliver, by certified or official bank check, so much of the
purchase price for the Offered Securities as is payable in cash, and all parties
to the transaction shall execute such documents as are otherwise customary and
appropriate.

         2.3 Involuntary Transfers.

                  2.3.1 Rights of First Refusal. The Corporation shall give
written notice (the "Involuntary Transfer Notice") to each Major Shareholder
upon the occurrence, or prospective occurrence, of an Involuntary Transfer
within 10 business days of the date on which the Corporation is notified of the
occurrence or prospective occurrence of such Involuntary Transfer.

                  2.3.1(a) The Management Shareholders shall be entitled to
purchase some or all of the Capital Stock that is the subject of the Involuntary
Transfer (the "Transferred Shares") by notifying the involuntary transferee
   19
                                     - 17 -


thereof, the Shareholder who held (or previously held) the Transferred Shares
(or his estate in case of such Shareholder's death), the Corporation and the
other Major Shareholders within 20 business days of the Involuntary Transfer
Notice (the "First Transfer Period"). Each Management Shareholder has the right,
and may indicate in such notice his election, to purchase the balance of the
Transferred Shares if the other Management Shareholder does not exercise his
right to purchase up to the full amount of his Management Shareholder Percentage
of the Transferred Shares. The failure of either or both Management Shareholders
to exercise his or their rights to purchase the Transferred Shares within the
First Transfer Period shall be regarded as a waiver of their rights to
participate in the purchase of the Transferred Shares under this Subsection
2.3.1(a).

                  2.3.1(b) If the Management Shareholders do not elect to
purchase all the Transferred Shares as provided above, then the Corporation
shall be entitled to purchase some or all of the Transferred Shares, upon
written notice to the involuntary transferee, the shareholder who held (or
previously held) the Transferred Shares (or his estate in the case of such
Shareholder's death) and the Major Shareholders within 10 business days after
the end of the First Transfer Period of the Offering Shareholder's Notice (the
"Second Transfer Period"). The failure of the Corporation to exercise its right
to purchase the Transferred Shares within such 10 business day notice period
shall be regarded as a waiver of its right to participate in the purchase of the
Transferred Shares.

                  2.3.1(c) If the Management Shareholders and the Corporation do
not elect to purchase all of the Transferred Shares as provided above, each
Major Shareholder shall be entitled to purchase up to his Major Shareholder
Percentage of the Transferred Shares for which no such election has previously
   20
                                     - 18 -


been made (the "Excess Transferred Shares"), upon written notice given to the
involuntary transferee, the Shareholder who suffered the Involuntary Transfer
(or his estate in the case of such Shareholder's death), the Corporation and the
other Major Shareholders within 5 business days after the end of the Second
Transfer Period (the "Third Transfer Period"). Each such Major Shareholder may
also indicate in such notice, if he so elects, his desire to purchase the
balance of such Excess Transferred Shares in excess of his Major Shareholder
Percentage. The failure of any Major Shareholder to exercise his or its rights
to purchase the Excess Transferred Shares within the Third Transfer Period shall
be regarded as a waiver of his or its right to participate in the purchase of
the Excess Transferred Shares under this Subsection 2.3.1(c). If any such Major
Shareholder declines to purchase his Major Shareholder Percentage of the Excess
Transferred Shares, then the unaccepted participations of such Major Shareholder
(the "Unpurchased Transferred Shares") shall automatically be accepted by the
other Major Shareholders if and to the extent that such other Major Shareholders
indicated in their notice a desire to participate in the purchase of Unpurchased
Transferred Shares. If more than such one Major Shareholder elects to purchase
such Unpurchased Transferred Shares, then all such Unpurchased Transferred
Shares shall be allocated among such Major Shareholders pro rata according to
their Major Shareholder Percentages.

                  2.3.1(d) If, after the Third Transfer Period has ended, there
are still Excess Transferred Shares available, each Management Shareholder will
again be entitled to purchase, some or all of these Excess Transferred Shares,
up to his Management Shareholder Percentage, upon written notice given to the
involuntary transferee, the Shareholder who held (or previously held) the
Transferred Shares (or his estate in the case of such Shareholder's death),
   21
                                     - 19 -


the Corporation and the other Major Shareholders within 5 days after the end of
the Third Transfer Period (the "Fourth Transfer Period"). Each Management
Shareholder may indicate in such notice his election to purchase the balance of
such Excess Transferred Shares to the extent any are available. The failure of
either or both Management Shareholders to exercise his or their rights to
purchase the Excess Transferred Shares within the Fourth Transfer Period shall
be regarded as a waiver of his or their rights to participate in the purchase of
the Excess Transferred Shares under this Subsection 2.3.1(d). It is understood
that co-sale rights do not apply to transactions contemplated in this Subsection
2.3.1.

                  2.3.2 Purchase Price. The purchase price per share of any
Transferred Shares shall be the "fair market value" thereof as determined by
mutual agreement of the involuntary transferee and each party participating in
such purchase, or if no such agreement can be reached, by an investment banking
firm that is: (i) knowledgeable and experienced concerning the business of the
Corporation, (ii) willing and able to complete such valuation within 60 days
after being retained to make such valuation (or such other period as the
involuntary transferee and the parties participating in such purchase shall
mutually agree upon) and (iii) otherwise reasonably satisfactory to both the
involuntary transferee and each party participating in such purchase. If the
involuntary transferee and each such party shall not agree upon the selection of
an investment banking firm within 45 days of the Involuntary Transfer Notice, a
Qualified Investment Banker shall be selected for such purpose. The
determination of the purchase price per share by an investment banking firm
hereunder shall be final and binding upon all parties participating in such
purchase and the involuntary transferee. The fees of
   22
                                     - 20 -


any investment banking firm retained to determine the purchase price for the
Transferred Shares shall be paid by the Corporation.

                  2.3.3 Closing. The closing of any purchase under this Section
2.3 shall be held at the principal office of the Corporation at 11:00 A.M. local
time on or before the 20th business day after the date on which the involuntary
transferee and each party participating in the purchase of Transferred Shares,
or the investment banking firm selected pursuant to Section 2.3.2, reach a
determination as to the purchase price for the Transferred Shares, or at such
other time and place as the parties to the transaction may agree upon. At such
closing, the involuntary transferee shall deliver certificates representing the
Transferred Shares being purchased by each Major Shareholder and/or the
Corporation, duly endorsed for transfer and accompanied by all requisite stock
transfer taxes, and the Transferred Shares shall be free and clear of any liens,
claims, options, charges, encumbrances or rights of others arising through the
action or inaction of the involuntary transferee and the involuntary transferee
shall so represent and warrant, and further represent and warrant that he is the
beneficial owner of the Transferred Shares. Each party participating in the
purchase shall deliver at such closing, by certified or official bank check,
payment in full for the Transferred Shares. At such closing, all parties to the
transaction shall execute such documents as are otherwise customary and
appropriate.

                  2.3.4 Additional Rights Upon Involuntary Transfer. In the
event the provisions of this Section 2.3 shall be held to be unenforceable with
respect to any particular involuntary transfer of Capital Stock, or if all of
the Transferred Shares are not purchased pursuant to the provisions of Section
2.3.1, the Major Shareholders (other than Major Shareholders who may be the
subject of such Involuntary Transfer) and the Corporation shall have
   23
                                     - 21 -


rights of first refusal if the involuntary transferee subsequently desires to
transfer such Capital Stock, in which event the involuntary transferee shall be
deemed to be an "Offering Shareholder" under Section 2.1 and shall be bound by
the other provisions of that Section and by all other provisions of this
Agreement.

                                   ARTICLE III

                               REGISTRATION RIGHTS

         3.1 Demand Registrations.

                  3.1.1 Registration Rights. If either (i) a Major Shareholder
(either alone or together with his Family Members and Affiliates or (ii) the
Family Members of a deceased Major Shareholder, acting together (such Major
Shareholder, the Family Members and Affiliates referred to in this Section 3.1
as a "Selling Shareholder") wishes to sell, transfer or otherwise dispose of
Common Shares owned by him (including all Common Shares held by Family Members
or Affiliates of such Major Shareholder, as the case may be) having an expected
market value of at least $2,000,000 (such Common Shares are hereinafter referred
to as the "Registration Shares"), and in the opinion of counsel for such Selling
Shareholder (which opinion shall be reasonably acceptable to counsel for the
Corporation) such proposed sale, transfer or other disposition may not be
effected without registration under the Act, each such Selling Shareholder shall
be entitled to make one written demand upon the Corporation to require the
Corporation to file a registration statement under the Act with respect to such
Registration Shares, which demand must be made prior to the fifth anniversary of
the Public Sale Date. Upon receipt of each such demand (and delivery of the copy
of such opinion of counsel, if requested by the Corporation), the Corporation
shall expeditiously effect the registration under the Act of the Registration
Shares. The notice for the
   24
                                     - 22 -


first such registration statement for the Registration Shares may be delivered
to the Corporation at any time no sooner than twelve months after the effective
date of the first registration statement relating to the Common Shares filed by
the Corporation under the Act. The notice for any subsequent registration
statement by any other Selling Shareholder may be delivered to the Corporation
at any time later than twelve months after the effective date of the most recent
previous registration statement requested by a Selling Shareholder under this
Section 3.1.

                  The obligations of the Corporation under this Section 3.1.1
shall be subject to suspension in the reasonable discretion of the Corporation,
by notice given to the Selling Shareholder, if prior to the consummation of the
sale of the Registration Shares the managing underwriter of the proposed sale of
the Registration Shares shall have limited in whole or in part the total number
of Registration Shares to be sold; provided, however, that if the Corporation
has included Common Shares to be sold by the Corporation in the registration
statement for the Registration Shares, such Common Shares shall be removed from
inclusion in the registration statement prior to the Corporation being able to
suspend its obligations under this Section 3.1.1 and then the Corporation may
suspend its obligations hereunder only if the managing underwriter again limits
in whole or in part the total number of Registration Shares to be sold. The
obligations of the Corporation to effect the sale of the Registration Shares
shall resume once such limitation has been rescinded in full.

         3.2 Incidental or "Piggyback" Registration. If at any time the
Corporation proposes to register any Common Shares or any other shares of the
Corporation convertible to Common Shares under the Act for public sale for its
own account or for the account of any holder of Capital Stock (for purposes of
   25
                                     - 23 -


this Section 3.2, the "Initial Offering Shareholder"), the Corporation shall
give each Major Shareholder (and, if a Major Shareholder is deceased, each
member of the immediate family of such Major Shareholder) notice of such
proposed registration at least 60 days prior to the filing of a registration
statement. Upon the written request of any Major Shareholder (acting with
respect to Common Shares owned by him and the members of his immediate family)
or, if such Major Shareholder is deceased, the members of his immediate family,
acting together (such Major Shareholder or his family, as the case may be,
referred to in this Section 3.2 as an "Incidental Shareholder") delivered to the
Corporation within 30 days after the receipt of the notice from the Corporation,
which request shall state the number of Common Shares (the "Incidental Shares")
that such Incidental Shareholder wishes to sell or distribute publicly under the
registration statement proposed to be filed by the Corporation, the Corporation
shall use its best efforts to register under the Act such Incidental Shares, and
to cause such registration to become and remain effective so long as the
Corporation keeps such registration effective as to such other Common Shares.
The Corporation shall not be required to include as Incidental Shares any Common
Shares of any Incidental Shareholder in any registration of Common Shares other
than on Forms S-1 and S-2 or S-3 (if available), or such other forms as shall
then be prescribed by the Securities and Exchange Commission under the Act as
forms comparable to such forms. The Incidental Shares registered pursuant to
this Section 3.2 must be purchased and offered for sale by a bona fide
underwriter or underwriters in a public offering, and in the event that the
underwriter or underwriters for the other Common Shares being sold do not or
will not agree to purchase the Incidental Shares, then the Incidental
Shareholder may, at the Corporation's expense, procure an additional underwriter
or underwriters acceptable to the
   26
                                     - 24 -


Board of Directors of the Corporation to purchase the Incidental Shares. The
Corporation may withdraw the registration statement at any time before it
becomes effective or postpone the offering without obligation to any Incidental
Shareholder. The Corporation's managing underwriter shall have the right to
limit in whole or in part the total number of Incidental Shares to be sold
hereunder, so long as such limitation is applied on a pro rata basis with
respect to all Common Shares owned by the Corporation and the Incidental
Shareholders (but not with respect to the Common Shares owned by the Initial
Offering Shareholder) proposed or requested to be registered by the Corporation.

         3.3 Registration Procedures. With respect to any registration statement
filed on behalf of a Selling Shareholder pursuant to Section 3.1 or an
Incidental Shareholder pursuant to Section 3.2:

                  (a) The Selling Shareholders and Incidental Shareholders shall
retain counsel and shall cause such counsel to deliver to the managing
underwriter such opinions as the managing underwriter may reasonably require.

                  (b) If necessary, the Selling Shareholders and the Incidental
Shareholders shall, upon request of the Corporation, execute powers of attorney,
and deposit and custodian agreements in form and substance satisfactory to the
managing underwriter.

                  (c) The Selling Shareholders and the Incidental Shareholders
shall execute an underwriting agreement in form and substance satisfactory to
the managing underwriter, which underwriting agreement may contain provisions
whereby each Selling Shareholder or each Incidental Shareholder, as the case may
be, indemnifies the underwriters with respect to all information contained in
the registration statement and not covered by the certification of independent
accountants. In the case of an offering contemplated under
   27
                                     - 25 -


Section 3.1.1, the Selling Shareholder shall have the right to designate the
managing underwriter, which shall be a nationally recognized investment bank
reasonably satisfactory to the Corporation.

                  (d) Other Registrations. If any of the Registration Shares or
Incidental Shares require registration or qualification under the securities or
"blue sky" laws of any state, or the approval of any state governmental official
or authority, the Corporation will take all requisite action and use its best
efforts to cause such Registration Shares or Incidental Shares to be duly
registered, qualified or approved as may be required. If the Registration Shares
or Incidental Shares meet the criteria for listing on any exchange on which the
Common Shares of the Corporation are then listed, the Corporation shall apply
for and use its best efforts to obtain a listing of all such Registration Shares
or Incidental Shares on such exchange.

                  (e) Registration Obligations. The Corporation will deliver to
a Selling Shareholder or an Incidental Shareholder after the effectiveness of
any registration statement such reasonable number of copies of a definitive
prospectus included in such registration statement and of any revised or
supplemental prospectus as a Selling Shareholder or Incidental Shareholder may
from time to time request. Upon the request of a Selling Shareholder or
Incidental Shareholder, the Corporation shall file post-effective amendments or
supplements to such registration statement for a period of three months in order
that the registration statement may be effective at all times during such period
and at all times comply with applicable federal and state securities laws (after
which period the Corporation may withdraw such securities from registration),
and deliver copies of the prospectus contained therein as provided above.

   28

                                      -26-


                  (f) Expenses. The Corporation shall pay all of the expenses in
connection with the registration of Registration Shares or Incidental Shares,
including, without limitation, the costs of preparing, printing and filing the
registration statement in compliance with the Act, fees and expenses of counsel
and accountants for the Corporation and the costs of preparing ancillary
agreements, qualifying the offering under the securities or "blue sky" laws and
regulations of the states in which the offering is qualified and complying with
federal and state filing fees; provided, however, that each Selling shareholder
and Incidental Shareholder shall pay any and all such expenses as are directly
attributable to the registration and sale of Common Shares owned by such Selling
Shareholder and Incidental Shareholder, including, but not limited to,
underwriters' discounts or commissions, fees and expenses of counsel and
accountants for the Selling Shareholders and any taxes payable with respect to
the sale of such Common Shares.

         3.4 Indemnity. The Corporation will indemnify and hold harmless each
Selling Shareholder under Section 3.1 hereof and each Incidental Shareholder
under Section 3.2 hereof (referred to individually as an "Indemnitee"), the
officers and directors of each such Indemnitee and each underwriter of Common
Shares sold by such Indemnitee pursuant to such Section (and any person who
controls such Indemnitee or underwriter within the meaning of Section 15 of the
Act) against all claims, losses, damages, liabilities and expenses resulting
from any untrue statement or allegedly untrue statement of a material fact
contained in a prospectus or in any related registration statement, notification
or the like or from any omission or alleged omission to state therein a 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,
except insofar as the same may have been based on 
   29
                                      -27-


information furnished in writing to the Corporation by such Indemnitee or such
underwriter expressly for use therein and used in accordance with such writing.
Such Indemnitee, by acceptance of the provisions herein, agrees to furnish to
the Corporation such information concerning such Indemnitee and the proposed
sale or distribution as shall, in the opinion of counsel for the Corporation, be
necessary in connection with any such registration or qualification of any
Registration Shares or Incidental Shares, and to indemnify and hold harmless the
Corporation, its officers and directors and each of its underwriters (and any
person who controls the Corporation or such underwriters within the meaning of
Section 15 of the Act) against all claims, losses, damages, liabilities and
expenses resulting from any untrue statement or allegedly untrue statement of a
material fact furnished in writing by such Indemnitee to the Corporation or to
any underwriter of Common Shares sold by such Indemnitee, expressly for use in
connection with such registration or qualification and used in accordance with
such writing and from any omission therefrom or alleged omission therefrom of a
material fact needed to be furnished or necessary to make the statements therein
(in light of the circumstances under which they were made) not misleading.

                                   ARTICLE IV

                                  OTHER RIGHTS

         4.1 Election of Directors. From the date hereof until the earlier of
(i) the date on which General Atlantic or either of the Management Shareholders
(each together with their Family Members) holds a majority of the Common Shares,
(ii) the date on which the Management Shareholders (together with the members of
their respective immediate families and trusts for the benefit of the members of
their respective immediate families) each holds less than 10% of the outstanding
Common Shares or Common Shares and Common Share 
   30
                                      -28-


Equivalents Convertible into less than  of the Common Shares (such amount
referred to in this Section 4.1 as the "Minimum Amount"), (iii) the date on
which one Management Shareholder has deceased or become mentally incapacitated
and the other Management Shareholder (together with the members of his immediate
family and trusts for the benefit of the members of his immediate family) holds
less than the Minimum Amount or (iv) the date on which both Management
Shareholders have deceased or become mentally incapacitated, unless all of the
Major Shareholders (who are neither deceased nor mentally incapacitated)
otherwise agree in writing, each Shareholder shall take, at any time and from
time to time, all action (including voting the Common Shares owned by it,
calling special meetings of shareholders and executing and delivering written
consents) necessary to elect at least five and up to six members to the
Corporation's Board of Directors, including (i) two persons designated by XXXX,
one of whom shall be so designated at GAIL's sole discretion and the second of
whom shall be so designated subject to the consent of the Management
Shareholders, which consent shall not be unreasonably withheld, (ii) both of the
Management Shareholders, (iii) a person designated at the sole discretion of the
Management Shareholders or the surviving Management Shareholder and (iv) if
desired by the Management Shareholders or the surviving Management Shareholder,
a person designated by the Management Shareholders or the surviving Management
Shareholder, subject to the consent of XXXX, which consent shall not be
unreasonably withheld; provided, however, that if at any time XXXX or either
Management Shareholder (together with trusts for the benefit of members of the
immediate family of each such Management Shareholder or members of the immediate
family of each such Management Shareholder) holds less than the Minimum Amount,
then XXXX or such Management Shareholder, as the case may be, shall forfeit its
or his 
   31
                                      -29-


rights and privileges under this Section 4.1, and the obligations of the other
Shareholders to such Shareholder under this Section 4.1 shall terminate. For the
second director appointed by XXXX, XXXX will use its best efforts to designate
an independent individual knowledgeable in the computer services and/or banking
industry. XXXX shall have the right to remove its own directors at its sole
discretion, and shall have the right to replace one of its own such directors at
its sole discretion and the second of its own such directors with the consent of
the Management Shareholders, which consent shall not be unreasonably withheld.
The Management Shareholders shall have the right to remove their own director or
directors (not including the Management Shareholders themselves) at their sole
discretion, and shall have the right to replace one of their own such directors
at their sole discretion and the second of their own such directors with the
consent of XXXX, which consent shall not be unreasonably withheld. Each
Shareholder shall cooperate fully to fill any vacancies in the Board of
Directors as promptly as possible, which vacancies shall be filled in accordance
with the by-laws of the Corporation. Upon the death or mental incapacitation of
a Management Shareholder, such Management Shareholder shall forfeit his rights
and privileges under this Section 4.1, including his right to a seat on the
Board of Directors of the Corporation, and the vacancy created by such
forfeiture shall be filled in accordance with the by-laws of the Corporation. If
a Major Shareholder forfeits his right and privileges under this Section 4.1
because of a decline in his or its ownership or control of Common Shares,
nothing herein shall be construed to limit the number of directors to which
other Major Shareholders shall otherwise be entitled to elect.

         4.2 Majority Vote of Directors. The Corporation shall not take any
Major Action (as defined in this Section 4.2) without the approval of a 
   32
                                      -30-


majority of the Board of Directors, including at least one director designated
by XXXX and both Xxxx and Xxxxxxxxx; provided, however, that (i) the approval of
a director designated by XXXX shall not be required if General Atlantic then
holds less than 20% of the outstanding Common Shares or Common Shares and Common
Share Equivalents convertible into at least 20% of the Common Shares, (ii) the
approval of Xxxx shall not be required if (a) Xxxx, together with his Family
Members, then holds less than 20% of the outstanding Common Shares or Common
Shares and Common Share Equivalents convertible into at least 20% of the Common
Shares or (b) Xxxx is then deceased or mentally incapacitated or (iii) the
approval of Xxxxxxxxx shall not be required if (x) Xxxxxxxxx, together with his
Family Members, then holds less than 20% of the outstanding Common Shares or
Common Shares and Common Share Equivalents convertible into at least 20% of the
Common Shares or (b) Xxxxxxxxx is then deceased or mentally incapacitated.
"Major Actions" are:

                  (a) the issuance of any form of long-term debt in excess of
         $500,000 in the aggregate, which amount shall be increased from time to
         time as aggregate operating income increases;

                  (b) the issuance of any form of equity of the Corporation;

                  (c) the declaration of any dividend;

                  (d) other than with respect to Xxxx and Xxxxxxxxx as President
         and Executive Vice President, respectively, decisions with respect to
         the selection and compensation of the chief executive officer of the
         Corporation and all executives who report directly to the chief
         executive officer of the Corporation including all equity/option
         grants;

                  (e) approval of annual operating and capital budgets;
   33
                                      -31-

                  (f) decisions with respect to new businesses and acquisitions
         of new businesses, the latter not in excess of $500,000, which amount
         shall be increased from time to time as operating income increases;

                  (g) decisions concerning capital expenditures in the aggregate
         in excess of $500,000 per annum and other expenditures in the aggregate
         in excess of $250,000 per annum not included in the annual operating
         budget (which amounts shall be increased from time to time as operating
         income increases);

                  (h) the sale, lease or other disposition of assets outside the
         ordinary course of business; 

                  (i) the sale, merger or liquidation of the Corporation;

                  (j) changes in the accounting methods or policies of the
         Corporation and any change in the
         auditors of the Corporation;

                  (k) changes in the Certificate of Incorporation or by-laws of
         the Corporation; and

                  (l) the purchase of Common Shares by the Corporation pursuant
         to section 2 of this Agreement.

                  Notwithstanding the foregoing, with respect to Board approval
of decisions described in (l) Above (i) if the Selling Shareholder in question
is General Atlantic, the Required Consent of General Atlantic shall not be
required, (ii) if the Selling Shareholder is Xxxx, the Required Consent of Xxxx
shall not be required and (iii) if the Selling Shareholder is Xxxxxxxxx, the
Required Consent of Xxxxxxxxx shall not be required.

         4.3 Death or Incapacity of Management Shareholders. In the event of the
death or incapacity of a Major Shareholder, all shares of Capital Stock then
held or controlled by that Major Shareholder or his legal representatives shall,
to the extent permitted by law, be voted by the Management Shareholders 
   34
                                      -32-


(or other Management Shareholder, if the deceased or incapacitated Major
Shareholder is a Management Shareholder). The Corporation agrees to recognize
the authority of such person or persons, as the case may be, to vote such shares
of Capital Stock. Each Major Shareholder agrees, upon the request of either
Management Shareholder, to grant to such Management Shareholder such proxies,
each coupled with an interest, and/or voting trust agreements as may be required
by such Management Shareholder in order to give effect to the terms and
provisions of this Section 4.3.

         4.4 Insurance. The Corporation agrees to apply, and the other parties
hereto agree that they will use their best efforts to have the Corporation
apply, the proceeds of any life insurance policies purchased by the Corporation
with respect to the lives each of Howe, Gallagher, Xxx X. Xxxxxxx ("Xxxxxxx")
and Xxxxxx X. Xxxxxxx ("Xxxxxxx"), towards the purchase of Common Shares held by
the respective estates of each of the above, if desired by the administrators of
such estate, in the maximum aggregate amounts (in terms of value of Common
shares at the then appraised value) of $1,000,000 for each of Xxxx and
Xxxxxxxxx, $300,000 for Xxxxxxx and $100,000 for Xxxxxxx. If the administrators
of such estates for any reason waive their right to sell such Common Shares as
provided in this Subsection 4.4, the Company shall have the right to apply the
proceeds of such life insurance policies at its sole discretion.

                                    ARTICLE V

                                  MISCELLANEOUS

         5.1      Term.  This Agreement shall terminate on the earliest of:

                  (a) ten years from the date hereof;

                  (b) the Public Sale Date; or
   35
                                      -33-


                  (c) termination by mutual agreement between the Corporation
         and the Major Shareholders; 

provided, however, that the provisions of Sections 2.1.3, 2.2, Article III and
Article V shall survive any termination of this Agreement under Subsection (b)
hereof, and shall terminate only upon the earlier of Subsection (a) or (c)
above.

         5.2 Governing Law; Consent to Jurisdiction. This Agreement shall be
subject to and governed by the laws of the Commonwealth of Massachusetts
applicable to agreements to be entered into and performed entirely within such
state.

         5.3 Legend. Each certificate evidencing Capital Stock now held or
hereafter acquired by any Shareholder shall, for as long as this Agreement is
effective, bear a legend as follows:

            "The transfer of any part of the Capital Stock
            represented by this certificate is restricted by the
            terms of a certain Shareholders' Agreement dated as
            of July 15, 1988, which provides, among other things,
            for certain rights of first refusal."

         5.4 Corporate Obligations. The Corporation agrees for itself and for
its successors and assigns for the term of this Agreement:

                  (a) Insofar as is required, it consents to this Agreement;

                  (b) It will not transfer or reissue Capital Stock in violation
         of this Agreement or without requiring proof of compliance with this
         Agreement;

                  (c) It will not issue any Capital Stock from and after the
         effective date hereof without making the provisions hereof known to the
         person to whom such shares are to be issued;
   36
                                      -34-


                  (d) All certificates for Capital Stock issued by the
         Corporation and which are subject to this Agreement shall bear the
         legend as above stated; and

                  (e) It will cooperate in the enforcement of this Agreement and
         pay all fees and expenses required to be paid by it hereunder. 

         5.5 Binding on Transferees. The provisions of this Agreement shall be
binding upon any Transferees of Common Stock, including those taking from the
Corporation by original issue or reissue from and after the date hereof. Other
than in connection with a public offering of the Common Stock, the Corporation
shall not issue, or record a transfer of, Common Stock to any person not a party
hereto unless said person shall execute an acknowledgment of the terms hereof
and agrees to be bound hereby, substantially in the form of Exhibits A-1 or A-2
attached hereto. Upon execution of any such form, said new Shareholder shall be
deemed for all purposes to be a party hereto, shall be included as a Shareholder
as defined herein, and shall enjoy all the rights and be subject to all the
obligations created hereby with respect to Shareholders. Notwithstanding the
foregoing, the rights provided herein to the Major Shareholders (and, where
applicable, members of the immediate families of the Major Shareholders and
trusts for the benefit of the members of the immediate families of the Major
Shareholders) shall not be assignable and shall be exercisable only by the Major
Shareholders (and, where applicable, members of the immediate families of the
Major Shareholders and trusts for the benefit of the members of the immediate
families of the Major Shareholders) and shall not survive in the event of a
transfer of Common Shares except as specifically provided herein.

         5.6 Notices. All notices or other communications hereunder shall be in
writing and shall be effective (i) when personally delivered by Federal 
   37
                                      -35-


Express or other comparable courier to the party to be given such notice or
other communication, or (ii) on the business day following the day such notice
or other communication is sent by telex, facsimile or similar electronic device,
fully prepaid, or (iii) on the fifth day following the date of deposit in the
United States mails if such notice or other communication is sent by certified
or registered air mail (or its equivalent) with return receipt requested and
postage thereon fully prepaid. The addresses for such notices shall be as
follows: (i) in the case of the Corporation, to its principal office as
indicated above and (ii) in the case of a Shareholder, as set forth on the books
and records of the Corporation, or, in each case, as that party may instruct by
notice hereunder.

         5.7 References to Closing Dates. If any date specified hereunder as a
closing date shall fall on other than a business day, such closing date shall
occur on the next succeeding business day, subject to the right of the parties
to such closing to specify a different closing date as provided herein.

         5.8 Severability. In the event any provision hereof is held void or
unenforceable by any court, then such provision shall be severable and shall not
affect the remaining provisions hereof.

         5.9 Counterparts. This Agreement may be executed simultaneously in one
or more counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.

         5.10 Entire Agreement. This Agreement and, with respect to parties also
party to the Stock Purchase Agreement, the Stock Purchase Agreement constitute
the entire agreement among the parties hereto, and, when executed by the parties
hereto and, to the extent applicable, thereto, supersede all prior agreements
(including both Shareholders' Agreements among Howe, Gallagher, Xxxxxxx and
Xxxxxxx dated March 25, 1980), understandings and 
   38
                                      -36-


communications, either verbal or in writing, among the parties hereto with
respect to the subject matter contained herein. Any amendment or variation of
this Agreement must be in writing and duly signed by the parties hereto.

         5.11 Waiver. Any failure by a party hereto to comply with any
obligation, agreement or condition herein may be expressly waived in writing by
each of the other parties hereto, but such waiver or failure to insist upon
strict compliance with such obligation, agreement or condition shall not operate
as a waiver of, or estoppel with respect to, any such subsequent or other
failure.

         5.12 Consent to Specific Performance. The parties hereto agree that it
is impossible to measure the monetary damages that would accrue to a party by
reason of a failure by any other party to perform any of the obligations
hereunder. Therefore, if any party shall institute any action or proceeding to
enforce the provisions hereof, any party against whom such action or proceeding
is brought hereby waives any claim or defense therein that the party seeking
such relief has an adequate remedy at law.

         5.13 Multiple Classes of Capital Stock. In the event that a Major
Shareholder is entitled to and elects to purchase pursuant to the terms and
conditions of this Agreement his Major Shareholder Percentage, Management
Shareholder Percentage or Applicable Percentage of Capital Stock constituting
more than one class of securities, then such Major Shareholder shall purchase
his Major Shareholder Percentage, Management Shareholder Percentage or
Applicable Percentage, as the case may be, of each such class of Capital Stock.

         5.14 Variations in Pronouns. All pronouns and any variations thereof
shall be deemed to refer to the masculine, feminine or neuter, singular or 
   39
                                      -37-


plural, as the identity of the antecedent person or persons or entity or
entities may require.

         5.15 By-laws. In the event that any provision of this Agreement shall
conflict with any provision of the Corporation's by-laws, the Shareholders agree
that they will use their best efforts to amend such provision of the
Corporation's by-laws to conform to such provision of this Agreement.

         5.16 Notwithstanding any term or provision of Article II of this
Agreement to the contrary, any transfer or sale of Capital Stock to any person,
partnership, corporation, group, trust or other entity (except a Permitted
Transferee) shall be deemed a transfer or sale which is subject to all the terms
and provisions of Article 2.
   40
                                      -38-




         IN WITNESS WHEREOF, the undersigned have hereunto duly set their hands.
                                   SHAREHOLDERS:

                                   /s/ Xxxxxx X. Xxxx
                                   ---------------------------------------------
                                   Xxxxxx X. Xxxx

                                   /s/ Xxxxxxx X. Xxxxxxxxx
                                   ---------------------------------------------
                                   Xxxxxxx X. Xxxxxxxxx

                                   /s/ Xxx X. Xxxxxxx
                                   ---------------------------------------------
                                   Xxx X. Xxxxxxx
 
                                   /s/ Xxxxxx X. Xxxxxxx
                                   ---------------------------------------------
                                   Xxxxxx X. Xxxxxxx



                                   GENERAL ATLANTIC INVESTMENTS
                                          LIMITED

                                   By: /s/ Xxxxx X. Mayor
                                      ------------------------------------------
                                   Name:  Xxxxx X. Mayor
                                   Title:  Treasurer

                                   THE CORPORATION:
                                   ATLANTIC DATA SERVICES, INC.

                                   By: /s/ Xxxxxx X. Xxxx
                                      ------------------------------------------
                                   Name:  Xxxxxx X. Xxxx
                                   Title:  President
   41
                                  EXHIBIT A-l*

                          ACKNOWLEDGMENT AND AGREEMENT

         The undersigned wishes to receive from ___________________
("Transferor") certain shares (the "Shares") of the ___________ Stock, par value
$________ per share, of ATLANTIC DATA SERVICES, INC., a Massachusetts
corporation (the "Corporation");

         The Shares are subject to that certain Shareholders' Agreement, dated
as of July 15, 1988 (the "Agreement");

         The undersigned has been given a copy of the Agreement and afforded
ample opportunity in which to read it, and the undersigned is thoroughly
familiar with its terms;

         Pursuant to Section 5.5 of the Agreement, the Corporation is prohibited
from issuing certificates evidencing ownership of the Shares to certain persons
unless and until such persons first acknowledge the terms thereof and agree to
be bound thereby; and

         The undersigned wishes to receive such a certificate;

         NOW, THEREFORE, in consideration of the premises and to induce the
Corporation to issue such a certificate to the undersigned, the undersigned does
hereby acknowledge complete familiarity with the terms of the Agreement and does
hereby agree fully to be bound thereby.

         This _____ day of ______________, 19___.

                                             ___________________________________

______________

*        For transfers of previously issued stock.
   42
                                  EXHIBIT A-2*
                          ACKNOWLEDGMENT AND AGREEMENT

         The undersigned wishes to receive from ATLANTIC DATA SERVICES, INC., a
Massachusetts corporation (the "Corporation"), certain newly issued shares (the
"Shares") of the ___________ Stock, par value $_________ per share of the
Corporation;

         Pursuant to Section 5.5 of that certain Shareholders' Agreement, dated
as of July 15, 1988 (the "Agreement"), the Corporation is prohibited from
issuing certificates evidencing ownership of the Shares to certain persons
unless and until such persons first acknowledge the terms thereof and agree to
be bound thereby; and

         The undersigned wishes to receive such a certificate;

         NOW, THEREFORE, in consideration of the premises and to induce the
Corporation to issue such a certificate to the undersigned, the undersigned does
hereby acknowledge and agree that (i) he has been given a copy of the Agreement
and ample opportunity in which to read it, and the undersigned is thoroughly
familiar with its terms, and (ii) the Shares are subject to the Agreement and
the undersigned does hereby agree fully to be bound thereby.

         This ___ day of ____________, 19___.

                                             ___________________________________
_________________

*        For transfers of newly issued stock.
   43
                                   SCHEDULE I
                            (SHAREHOLDERS' AGREEMENT)

                          Atlantic Data Services, Inc.

                                  SHAREHOLDERS

**  Common Stock

**  Shareholders    Current Shares    Shares to be Sold     Shares Remaining
X. X. Xxxx             105,000              12,550                92,450
X. X. Xxxxxxxxx        105,000              12,550                92,450
X. X. Xxxxxxx           60,000              19,700                40,300
X. X. Xxxxxxx           30,000              10,630                19,370
                        ------              ------                ------
  
                       300,000              55,430               244,570


                              Xxxxxx X. Xxxx
                              0 Xxxxx'x Xxxx
                              Xxxxxxxx, XX 00000

                              Xxxxxxx X. Xxxxxxxxx
                              00 Xxxx-Xxx Xxxx
                              Xxxxxx, XX 00000

                              Xxx X. Xxxxxxx
                              00 Xxxx Xxxxxx Xxxx
                              Xxxxxxx, XX 00000

                              Xxxxxx X. Xxxxxxx, Xx.
                              000 Xxxxxx Xxxx
                              Xxxxxxxxx, XX 00000